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SAL Spaceandpeople Plc

86.00
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Spaceandpeople Plc LSE:SAL London Ordinary Share GB00BPQDJM21 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 86.00 82.00 90.00 86.00 81.25 86.00 2,561 08:00:20
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Real Estate Agents & Mgrs 5.53M -1.71M -0.8781 -0.98 1.68M

SpaceandPeople PLC Preliminary Results (7939I)

26/03/2018 7:00am

UK Regulatory


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TIDMSAL

RNS Number : 7939I

SpaceandPeople PLC

26 March 2018

SpaceandPeople plc

("SpaceandPeople" and the "Company")

Preliminary Results

SpaceandPeople, the retail, promotional and brand experience specialist, is pleased to announce its preliminary results for the 12 months ended 31 December 2017.

Financial Highlights

   --      Gross revenue of GBP22.4 million (2016: GBP22.9 million) 
   --      Net revenue of GBP10.0 million (2016: GBP9.7million) 
   --      Profit from before taxation attributable to shareholders of GBP1.2 million (2016: GBP60k) 
   --      Basic Earnings per Share before non-recurring costs of 4.8p (2016: 0.3p) 

-- Net cash at year end of GBP2.7 million (2016: GBP0.4 million) and all bank borrowings now repaid

   --      Dividend resumed with proposed payment of 1.5p per share (2016: nil) 

Operational Highlights

   --      Focus on core UK and German markets 
   --      Growth in UK promotional and MPK revenue and profitability 
   --      Increase in average MPK selling price and occupancy led to an increase in revenue of 24% 
   --      Prestigious Broadgate Estates contract win and Landsec contract renewal 
   --      Costs reduced and senior team strengthened 

-- Successful renegotiation of terms with ECE in relation to the German RMU business for a one year contract extension in 2018

   --      Majority of UK revenue driven by venues other than shopping centres for the first time 

Contact details:

 
SpaceandPeople Plc                              0845 241 8215 
Matthew Bending, Gregor Dunlay 
Cantor Fitzgerald Europe                        020 7894 7000 
David Foreman, Will Goode (Corporate Finance) 
Alexander Pollen (Sales) 
 

Chairman's Statement

I am pleased to report that the measures we took to meet the challenges faced by the Group in 2016 have resulted in an improved and more sustainable trading and financial performance in 2017.

Our focus on the core UK market and the effectiveness of our sales function delivered growth in both our UK Promotional and Retail revenues and profitability. The financial performance of our existing MPKs improved, and we succeeded in restructuring and extending our main contract in Germany with ECE, with lower costs and overheads, returning it to profitability.

The Group continues to be successful in retaining and winning new contracts with large scale venue and retail owners, such as Landsec and our improved effectiveness and performance in sales and venue optimisation has allowed us to create more revenue opportunities with long term clients such as Network Rail.

To complement this, we have recently strengthened the sales and venue teams with two senior appointments.

From a financial perspective, it is encouraging to see the Group strengthen its net cash position and resume dividend payments to shareholders.

Our strategy is to focus on our core markets of the UK and Germany, continue to win good quality contracts and diversify our revenue generation to deliver solid sustainable and growing returns for our shareholders.

Although there are many challenges in the retail sector, with a stronger and more focused senior team delivering our strategy, we look forward to the future with confidence.

Charles G. Hammond

Chairman

23 March 2018

Strategic Report

Principal Activities

The principal activity of the Group is the marketing and selling of promotional and retail licensing space on behalf of shopping centres and other venues throughout the UK and Germany and also in India.

Review of Business and Future Developments

The results for the period and the financial position of the Group are shown in the financial statements.

The review of the business and a summary of future developments are included in the Chairman's Statement, the Chief Executive Officer's Review and the Operating and Financial Review.

Principal Risks and Uncertainties

The principal risks identified in the business are:

Loss of client - Each year a number of the Group's contracts with clients come to an end. At this point, some are renewed, some are not renewed and others are renegotiated. When the amount of business that we transact with an established client reduces, it can take time to replace this income with business from new clients. The Group is not overly reliant on any single client and the loss of a significant client, although unwelcome, would not put the viability of the business at risk.

Loss of key personnel - The unexpected loss of a member of our senior management team could have a negative effect on the business in the short term, however, we have a management team of nine members who are encouraged and required to engage with and assist their colleagues in other areas of the business to ensure that understanding and exchange of ideas is a core element of their roles. This ensures that the business is not at risk while we seek to replace the member or conduct a reorganisation of the team.

System failure - Whilst no guarantees can be given that all possible eventualities are covered, the Group has comprehensive and strict policies and contingency plans concerning power outages, telecommunications failure, virus protection, hardware and software failure, frequent and full offsite backup of all data and disaster recovery. Contracts and service level agreements are in place with reputable suppliers to ensure that any disruption and risk to the business is kept to an absolute minimum. The adequacy and appropriateness of these policies and plans are reviewed on a regular basis. A significant hardware upgrade has been completed during 2017 and early 2018 and the Group has implemented a new CRM system during 2017 that is now fully operational.

Legal claims - The Group constantly reviews its exposure to possible legal claims and takes appropriate advice and action to protect both itself and its clients where any avoidable risk is identified, for example, by amending terms and conditions, service agreements, licences and risk assessments.

Key Performance Indicators

The key performance indicators are:

 
                                           2017   2016 
----------------------------------------  -----  ----- 
 
 Gross revenue (GBP million)               22.4   22.9 
----------------------------------------  -----  ----- 
 Net revenue (GBP million)                 10.0    9.7 
----------------------------------------  -----  ----- 
 Profit before taxation and 
  non-recurring costs attributable 
  to shareholders (GBP million)            1.17   0.06 
----------------------------------------  -----  ----- 
 Basic earnings per share before 
  non-recurring costs (p)                   4.8    0.3 
----------------------------------------  -----  ----- 
 Proposed dividend (p)                      1.5      - 
----------------------------------------  -----  ----- 
 Average number of Retail Merchandising 
  Units (RMUs)                              185    220 
----------------------------------------  -----  ----- 
 Average number of Mobile Promotions 
  Kiosks (MPKs)                              75     74 
----------------------------------------  -----  ----- 
 

By order of the Board

Gregor Dunlay

Company Secretary

23 March 2018

Chief Executive Officer's Review

I am pleased that 2017 saw the Group recover from the issues it faced in 2016. Profit before tax attributable to shareholders rebounded to GBP1.2 million (2016 GBP0.1m before non-recurring costs). This was achieved through increased focus on our core businesses in the UK and Germany with strong performance in the UK brand experience and MPK divisions along with the German RMU business.

The key aims for the year were to ensure that growth in revenue and profit were sustainable and that more diverse revenue streams would help insulate us from overexposure to any one large market or client. To achieve this, we restructured the UK management team bringing in additional management resource during the year. We also developed and implemented a new CRM system which has recently gone live and will improve productivity. The post year end contract renewal with Landsec has expanded and enhanced our relationship with them and reinforces our ability to improve revenues and diversity with a complex and multi-use property portfolio.

The fact we have driven profits, repaid all bank debt and generated strong cashflow in the year has enabled us to resume dividend payments and also invest in new staff and systems.

UK

Promotions

The very visible experiential campaigns which the Company facilitates rose by 30% in 2017 driven by an increase in locations such as Broadgate Estates in The City and the development of the Network Rail portfolio. Over 270 brands utilised our network of national locations with Johnnie Walker/McLaren F1 and the Fast and Furious movie franchise using London venues in particular for their high-profile launches. Lucozade, Coca Cola and The Economist engaged with us for sampling direct to consumers, and others including Porsche and Nespresso created pop up shops to sell direct to the public.

One of our key aims has been to increase the volume of business we transact in non-shopping centre, high footfall venues as this creates a greater balance of locations for brands to select. As a result, and for the first time, 2017 saw more revenue generated from these locations than traditional shopping centres.

Retail

Revenue in the UK retail division increased to GBP3.4 million (2016: GBP3.2 million) driven by a GBP400k increase in MPK revenue. Whilst the average number or MPKs in operation remained the same, increases in both occupancy and selling price had a positive effect. This demonstrates the traditional temporary retailer wants to be more temporary than ever and that local and national brands appreciate the added value an installed MPK delivers in the form of higher responses and visibility. As expected, the number of RMUs declined from 110 to 91 in the year, however, Just-in-Time RMUs around the Christmas trading period grew revenue from this activity to GBP250k from GBP150k in the previous year, again, representative of the temporary trends described above.

New Venues

The Company has been negotiating an expanded contract for Landsec throughout 2017 which was formally announced post year end. The other notable win was Broadgate Estates' portfolio of outdoor venues in London. New venue growth, as well as offering new services to a greater and more diverse venue type, is a priority of the Group. Accordingly, we have created a New Venues Director position, working with Nancy Cullen who remains in charge of existing venue management. This new role should give us more bandwidth to develop these new contracts going forward.

Germany

Trading in Germany was mixed, with the retail division performing well under the revised contract with ECE, while the promotions business struggled with the ending of the ECE contract in the previous year and a reduction in business transacted with MEC in 2017. Despite this uncertainty, both businesses still produced creditable efforts and remain core parts of the Group.

German Promotions

Revenue from this division declined by 12% from GBP0.9 million to GBP0.8 million due to the reduced opportunities with existing clients. Overheads have been reduced by moving to smaller accommodation and reducing headcount. The team must be given credit for their professionalism and loyalty during this difficult period.

German Retail

Post year end, we announced an extension of the ECE retail contract for a further year until January 2019. This is based on a smaller number of RMUs with a decrease from 94 units at the start of 2018 to 55 units in January 2019. However, we are optimistic that we could increase "Just-in-Time" units into ECE and expand our services to other property groups.

Germany remains a core territory for the Group. It has contributed much to revenue, profit and business development over the years and its sheer potential market size means it remains attractive for us to continue trying to grow these divisions in the future. I believe the contribution our German operations have made to the Group in 2017, despite the difficulties during the year, validate this. Post year end contract extensions at ECE for the "pop up shop" retail division as well as a strong new venues pipeline developing for both divisions and the fact that we have experienced management and staff gives us encouragement that the German businesses can perform well going forward.

Outlook for 2018

We entered 2018 in a good position on the back of the 2017 results. It is a challenge to forecast the macro business environment at this time, however the investment in staff along with the diversity of products and venues we now have does give me confidence the business will continue to perform well in 2018. I am hopeful that Germany will win some new contracts in both businesses which will enable them to grow their revenue and profits again in the future. I am also optimistic we can extend our Just-in-Time concept to more venues during 2018.

The UK experiential campaign team has had a slightly slower than expected start to in 2018, due to timing differences on repeat bookings, however, these delayed bookings are currently being worked on. Retail, MPK and regional sales are all performing ahead of this time last year and in line with management expectations.

The new roles of UK New Venues Director and appointments in the Client Services team mean we have the resources and capacity to reach and gain new venues, and access more spend from agencies and brands that we have not previously accessed.

Matthew Bending

Chief Executive Officer

23 March 2018

Operating and Financial Review

The principal focus of the Group during 2017 was to ensure that concentration of efforts on the core business units continued from the previous year. Coupled with the benefits that would come from the overhead rationalisation that had taken place, the Group has returned to profitability and performing better than had been anticipated at the start of 2017.

The UK divisions performed particularly strongly in 2017. Promotional revenue increased by 16% and operating profit increased by 44% compared with the previous year. All major contracts performed well, especially the Network Rail agreement. Retail revenue increased by 6% and operating profit of GBP0.4 million in this division was a significant improvement from the loss of GBP0.2 million in 2016. Improvements in MPK selling rates more than compensated for the reduction in the number of RMUs in operation where some unproductive agreements had been terminated.

German retail revenue fell by 10% due to a planned decrease in the number of RMUs in operation. However, due to the significant reduction in centre rent payable following the renegotiation of the contract with ECE, this division generated an operating profit of GBP0.2 million compared with an operating loss of GBP0.3 million in the previous year. Revenue in the German promotional division fell by 12% as the full effect of the termination of their contract with ECE during 2016 was felt for the first time. As a result of this reduction in the volume of business transacted, overheads have been reduced and the division made a small operating loss of GBP0.02 million in 2017 compared with a loss of GBP0.2 million the previous year.

Revenue

Gross revenue generated on behalf of our clients was GBP22.4 million in 2017, which was GBP0.5 million (2%) lower than like for like gross revenue in the previous year. This was mainly due to reductions in German promotional and retail revenue. Despite gross revenue falling by 2%, net revenue increased by 3% to GBP10.0 million as both the UK and German promotional divisions achieved higher blended commission income than in the previous year.

The strong performance of the UK promotional division was across all business types with Brand Experience revenue being 27% higher than in the previous year and retail and regional business also performing particularly strongly.

UK retail revenue increased by GBP0.2 million to GBP3.4 million in 2017. This was due to an increase in MPK revenue of GBP0.4 million being partially offset by a decline in RMU revenue of GBP0.2 million. The increase of 24% in MPK revenue was achieved even though the average number of units in operation during the year remained the same as in 2016 at 68 units. This was due to an increase in the average selling price of 15% and an increase in the occupancy rate of 7%. The decline in RMU revenue of 12% was due to a reduction of the average number of units in operation by 17%.

Administrative Expenses

The gross profit of the Group was 20% higher than in 2016 at GBP6.6 million (2016: GBP5.5 million). This was achieved without any significant increase in administrative costs, with the savings made in 2016 being maintained in 2017.

The average number of people employed in the business fell by 19 to 99 in 2017. This was due to a reduction in the number of telesales and commercial staff with there being 6 fewer in India, 5 fewer in German retail and 4 fewer due to the closure of S&P+ during 2016.

Profit

Operating profit of GBP1.2 million was an increase of GBP1.4 million on the previous year (2016: loss of GBP0.2million). GBP0.3 million of this was due to non-recurring costs in the previous year and the other GBP1.1 million being on a like-for-like basis. The improvement is due to the operational gearing of the Group, with administration costs maintained so improved revenue and gross profit flowed down directly to operating profit.

Basic Earnings per Share ("EPS") increased to 4.8p (2016: negative 3.38p). Fully diluted EPS increased to 4.3p (2016: negative 3.12p). Basic EPS is calculated as profit after tax attributable to the owners of the Company divided by the weighted average number of shares in issue during the year which was 19,519,563 (2016: 19,519,563). Fully diluted EPS also takes into account the number of shares that would be issued on the exercise of outstanding share options. The weighted average number of shares used to calculate the diluted EPS was 21,840,060 (2016: 21,168,724).

Cash Flow

The Group generated GBP2.4 million of net cash flow from operating activities during the year (2016: GBP0.4 million). This was achieved due to strong operating profit before depreciation and amortisation. During the year GBP0.1 million was spent on fixed assets as the UK divisions implemented a new bespoke CRM system. No dividend was paid during the year and the GBP1.2 million bank facility drawn down at the beginning of the year was repaid in full. Consequently, the gross cash position was GBP1.1 million higher at the end of 2017 than 2016 and the net cash position was GBP2.3 million higher.

Dividends

As a result of the return to profitability in 2017 and strong balance sheet position, the Board is proposing a final dividend of 1.5p per share at the Annual General Meeting on 24 April 2018. If approved, this will be paid on 25 April 2018. This dividend will represent a distribution to shareholders of 31% of the basic EPS in 2017.

Gregor Dunlay

Chief Financial Officer

23 March 2018

Consolidated Statement of Comprehensive Income

For the 12 months ended 31 December 2017

 
                            Notes 
                                      12 months     12 months 
                                             to            to 
                                    31 December   31 December 
                                            '17           '16 
                                        GBP'000       GBP'000 
 
 Revenue                      4           9,995         9,661 
 
 Cost of Sales                4         (3,389)       (4,133) 
 
 Gross Profit                             6,606         5,528 
 
 Administration expenses                (5,640)       (5,618) 
 Other operating 
  income                                    210           194 
 
 Operating Profit 
  before non-recurring 
  costs                                   1,176           104 
 
 Non-recurring costs          7               -         (289) 
 
 Operating Profit 
  / (Loss)                                1,176         (185) 
                                   ------------  ------------ 
 
 Finance income                              12             - 
 Finance costs                8            (35)          (40) 
 
 Profit / (Loss) 
  before taxation                         1,153         (225) 
                                   ------------  ------------ 
 
 Taxation                     9           (237)          (44) 
 
 Profit / (Loss) 
  after taxation from 
  continuing operations                     916         (269) 
                                   ------------  ------------ 
 
 
 Discontinued Operations          10       -    (543) 
 
 Profit / (Loss) 
  after taxation                         916    (812) 
                                       -----  ------- 
 
 Other Comprehensive 
  income 
  Foreign exchange 
  differences on 
  translation of foreign 
  operations                               3      104 
 
 Total comprehensive 
  income for the                         919    (708) 
                                       -----  ------- 
 Period 
 
 Profit / (Loss) 
  for the year attributable 
  to: 
 
 Owners of the Company                   933    (660) 
 Non-controlling 
  interests                             (14)    (152) 
                                       -----  ------- 
                                         919    (812) 
                                       -----  ------- 
 Total comprehensive 
  income for the 
 period attributable 
  to: 
 
 Owners of the Company                   933    (556) 
 Non-controlling 
  interests                             (14)    (152) 
                                       -----  ------- 
 Total comprehensive 
  income for the                         919    (708) 
                                       -----  ------- 
 Period 
 
   Earnings per share             25 
 Basic - Before non-recurring 
  costs                                 4.8p     0.3p 
 Basic - After non-recurring 
  costs                                 4.8p   (3.4p) 
 Diluted - Before 
  non-recurring costs                   4.3p     0.3p 
 Diluted - After 
  non-recurring costs                   4.3p   (3.1p) 
 
 

Consolidated Statement of Financial Position

At 31 December 2017

Company number SC212277

 
                              Notes   31 December   31 December 
                                              '17           '16 
                                          GBP'000       GBP'000 
 Assets 
 Non-current assets: 
 Goodwill                      13           8,225         8,225 
 Other intangible 
  assets                       14              15            21 
 Property, plant 
  & equipment                  15           1,147         1,558 
                                     ------------  ------------ 
                                            9,387         9,804 
 Current assets: 
 Trade & other receivables     17           3,367         3,350 
 Cash & cash equivalents       18           2,661         1,584 
                                     ------------  ------------ 
                                            6,028         4,934 
 
 Total assets                              15,415        14,738 
                                     ------------  ------------ 
 
 Liabilities 
 Current liabilities: 
 Trade & other payables        19           5,120         4,266 
 Current tax payable           19            (46)         (146) 
 Other borrowings              20               -         1,000 
                                     ------------  ------------ 
                                            5,074         5,120 
 Non-current liabilities: 
 Deferred tax liabilities      16              91            90 
 Long-term loan                20               -           200 
                                     ------------  ------------ 
                                               91           290 
 
 Total liabilities                          5,165         5,410 
                                     ------------  ------------ 
 
 Net assets                                10,250         9,328 
                                     ------------  ------------ 
 
 Equity 
 Share capital                 23             195           195 
 Share premium                              4,868         4,868 
 Special reserve                              233           233 
 Retained earnings                          4,698         3,762 
 
 Equity attributable 
  to owners of the                          9,994         9,058 
 Company 
 Non-controlling 
  interest                                    256           270 
                                     ------------  ------------ 
 Total equity                              10,250         9,328 
                                     ------------  ------------ 
 

The financial statements were approved by the Board of Directors and authorised for issue on 23 March 2018.

Signed on behalf of the Board of Directors by:

M J Bending - Director

Consolidated Statement of Cash Flows

For the 12 months ended 31 December 2017

 
                              Notes     12 months     12 months 
                                               to            to 
                                      31 December   31 December 
                                              '17           '16 
                                          GBP'000       GBP'000 
 Cash flows from operating 
  activities 
 Cash generated from 
  operations                                2,559           335 
 Interest received                             12             - 
 Interest paid                  8            (35)          (40) 
 Taxation                                   (136)           128 
 Net cash inflow from 
  operating                                 2,400           423 
 activities 
                                     ------------  ------------ 
 
 Cash flows from investing 
  activities 
 Purchase of intangible 
  assets                       14            (12)          (25) 
 Purchase of property, 
  plant & equipment            15           (111)         (308) 
 Net cash (outflow) 
  from investing                            (123)         (333) 
 activities 
                                     ------------  ------------ 
 
 Cash flows from financing 
  activities 
 Bank facility (repaid) 
  / received                              (1,200)           200 
 Dividends paid                12               -         (429) 
                                     ------------  ------------ 
 Net cash (outflow) 
  from                                    (1,200)         (229) 
 Financing activities 
                                     ------------  ------------ 
 
 Increase / (Decrease) 
  in cash and cash 
  equivalents                               1,077         (139) 
 Cash and cash equivalents 
  at beginning of                           1,584         1,723 
 period 
                                     ------------  ------------ 
 Cash and cash equivalents 
  at end of                    18           2,661         1,584 
 period 
                                     ------------  ------------ 
 
 
 Reconciliation of 
  operating profit 
  to net 
 cash flow from operating 
  activities 
 Operating profit 
  / (loss)                            1,176   (185) 
 Operating profit 
  / (loss) from discontinued 
  operation                     10        -   (543) 
  Amortisation of 
  intangible assets              14      18      16 
 Depreciation of 
  property, plant 
  &                             15      522     328 
 equipment 
 Effect of foreign 
  exchange rate moves                     6     104 
 (Increase) / Decrease 
  in receivables                       (17)     855 
 Increase / (Decrease) 
  in payables                           854   (240) 
                                     ------  ------ 
 Cash flow from operating 
  activities                          2,559     335 
                                     ------  ------ 
 

Consolidated Statement of Changes in Equity

For the 12 months ended 31 December 2017

 
                            Share     Share   Special   Retained          Non-     Total 
                          capital   premium   reserve   earnings   controlling    equity 
                          GBP'000   GBP'000   GBP'000    GBP'000      interest   GBP'000 
                                                                       GBP'000 
 
 At 31 December 
  2015                        195     4,868       233      4,747           170    10,213 
 
 Comprehensive 
 income: 
 Foreign currency 
 Translation                    -         -         -        104             -       104 
 (Loss) for 
  the period                    -         -         -      (660)         (152)     (812) 
                         --------  --------  --------  ---------  ------------  -------- 
 Total comprehensive            -         -         -      (556)         (152)     (708) 
 Income 
                         --------  --------  --------  ---------  ------------  -------- 
 
 Transactions 
  with 
 owners: 
 Elimination 
  of non- controlling 
  interest in 
  S&P+                          -         -         -          -           252       252 
 Dividends 
  paid                          -         -         -      (429)             -     (429) 
                         --------  --------  --------  ---------  ------------  -------- 
 Total transactions 
  with                          -         -         -      (429)           252     (177) 
 Owners 
 
 At 31 December 
  2016                        195     4,868       233      3,762           270     9,328 
                         --------  --------  --------  ---------  ------------  -------- 
 
 
 Comprehensive 
 income: 
 Foreign currency 
 Translation               -       -     -       3      -        3 
 Profit / (Loss) 
  for the period           -       -     -     933   (14)      919 
                        ----  ------  ----  ------  -----  ------- 
 Total comprehensive       -       -     -     936   (14)      922 
 Income 
                        ----  ------  ----  ------  -----  ------- 
 
 Transactions 
  with 
 owners: 
 Dividends                 -       -     -       -      -        - 
  paid 
                        ----  ------  ----  ------  -----  ------- 
 Total transactions        -       -     -       -      -        - 
  with 
 Owners 
 
 At 31 December 
  2017                   195   4,868   233   4,698    256   10,250 
                        ----  ------  ----  ------  -----  ------- 
 

Notes to the Financial Statements

   1.       General information 

SpaceandPeople plc is a public limited company incorporated and domiciled in Scotland (registered number SC212277) which is listed on AIM (dealing code SAL).

   2.       Basis of preparation 

The Group's financial statements for the period ended 31 December 2017 and for the comparative period ended 31 December 2016 have been prepared on a going concern basis under the historical cost convention in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and International Financial Reporting Interpretations Committee (IFRIC) interpretations, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The Directors have, at the time of approving the financial statements, a reasonable expectation that SpaceandPeople has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Future accounting developments

New and revised IFRSs applied with no material effect on the consolidated financial statements

 
 Title                    Implementation        Effect on Group 
 IAS 12 - Amendments      Annual periods        None 
  to "Recognition          beginning on 
  of Deferred Tax          or after 1 January 
  Assets for Unrealised    2017 
  Losses" 
 IAS 7 - Amendments       Annual periods        None 
  to "Disclosure           beginning on 
  Initiative"              or after 1 January 
                           2017 
 

The following standard will be introduced in future periods

 
 Title                 Implementation        Effect on Group 
 IFRS 15 - "Revenue    Annual periods        None 
  from Contracts        beginning on 
  with Customers"       or after 1 January 
                        2018 
 IFRS 9 - "Financial   Annual periods        None 
  Instruments"          beginning on 
                        or after 1 January 
                        2018 
 IFRS 16 - "Leases"    Annual periods        This standard 
                        beginning on          is likely to 
                        or after 1 January    have implications 
                        2019                  to the Statement 
                                              of Financial 
                                              Position with 
                                              an increase in 
                                              both assets and 
                                              liabilities recognised. 
                                              A full impact 
                                              assessment will 
                                              be carried out 
                                              during 2018. 
 

Management anticipates that the standards and interpretations in issue, but not yet effective will be adopted in the financial statements when they become effective and foresee currently no material impact by the adoptions on the financial statements of the Group in the period of initial application. However, this will be assessed further upon implementation.

   3.       Accounting policies 

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss of goodwill is recognised directly in the consolidated statement of comprehensive income. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group's policy for goodwill arising on the acquisition of an associate is described below.

Investments in subsidiaries

The parent Company's investments in subsidiary undertakings are included in the Company statement of financial position at cost, less provision for any impairment in value.

Revenue

Revenue is measured at the fair value of consideration received or receivable. Revenue is shown net of value-added tax, rebates and discounts and after eliminating intergroup sales. Revenue is recognised when the amount of revenue can be measured reliably, it is probable that future economic benefits will flow to the Group and when any specific delivery criteria have been met.

Commission

Revenue from commission receivable while acting as agent is recognised when the following conditions are satisfied;

   -       Contract is agreed with promoter / merchant 
   -       Venue acceptance of contract 
   -       Invoice issued and no further input anticipated 

Acting as principal

Revenue from agreements where we act as principal i.e. renting space from venues and reselling to promoters and operators, is recognised as gross revenue receivable by us, with the corresponding amount payable to the venue owner being recognised in cost of sales.

Leasing Income

Revenue from leasing activities is recognised on a straight-line basis over the term of the lease.

Licence Fees

Licence fee revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement.

Interest income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the asset's net carrying amount on initial recognition.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Property, plant & equipment

Depreciation is provided at the annual rates below in order to write off each asset over its estimated useful life.

 
 Plant & equipment     -    12.5% of cost 
 Fixtures & fittings   -    25% of cost 
 Computer equipment    -    25% of cost 
  Computer software     -    33% of cost 
 

Property, plant & equipment is stated at cost less accumulated depreciation to date.

Intangible assets

Website development costs

The Group capitalises all costs directly attributable to further developing its websites, while costs which relate to on-going maintenance are expensed as they arise. The capitalised costs are depreciated over three years.

Patents and trademarks

The costs of obtaining patents and trademarks are capitalised and written off over the economic life of the asset acquired.

Impairment of non-current assets

The need for any non-current asset impairment is assessed by comparison of the carrying value of the asset against the higher of realisable value and the value in use or, in the case of intangible assets, the anticipated future cash flows arising from the asset.

Leasing commitments

Rentals paid under operating leases are charged against profit as incurred. The Group has no finance leases.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis over the term of the relevant lease.

Taxation

The tax expense represents the sum of tax currently payable and deferred tax. Tax currently payable is based on the taxable profit for the period. The Group's liability for current tax is calculated using rates that have been enacted or substantially enacted at the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in computation of taxable profits and is accounted for using the liability method. Deferred tax liabilities are recognised for all temporary timing differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition, other than in a business combination, of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

Foreign exchange

Items included in the Group's financial statements are measured using Pounds Sterling, which is the currency of the primary economic environment in which the Group operates and is also the Group's presentational currency.

Transactions denominated in foreign currencies are translated into Sterling at the rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the rates at that date. These translation differences are dealt with in the profit and loss account.

The income and expenditure of overseas operations are translated at the average rates of exchange during the period. Monetary items on the balance sheet are translated into Sterling at the rate of exchange ruling on the balance sheet date and fixed assets at historical rates. Exchange difference arising are treated as a movement in reserves.

Financial instruments

Financial assets and liabilities are recognised in the Group's balance sheet when it becomes a party to the contractual provisions of the instrument.

Trade and other receivables

Trade and other receivables are carried at original invoice value less an allowance for any uncollectable amounts. An allowance for bad debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off in the income statement when identified.

Cash and cash equivalents

Cash and cash equivalents are carried in the balance sheet at cost and comprise cash in hand, cash at bank and deposits with banks.

Trade and other payables

Trade and other payables are carried at amortised costs and represent liabilities for goods or services provided to the Group prior to the period end that are unpaid and arise when the Group becomes obliged to make future payments in respect of these goods and services.

Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Share based payments

The Group operates a number of equity settled share-based payment schemes under which share options are issued to certain employees. The fair value determined at the grant date of the equity settled share-based payment, where material, is expensed on a straight-line basis over the vesting period. For schemes with only market-based performance conditions, those conditions are taken into account in arriving at the fair value at grant date.

Pensions

The Group pays contributions to the personal pension schemes of certain employees. Contributions are charged to the income statement in the period in which they fall due.

Critical accounting judgements and estimates

The preparation of financial statements in conformity with IFRS requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenditure during the period. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ from those estimates. IFRS also requires management to exercise its judgement in the process of applying the Group's accounting policies.

The areas where significant judgements and estimates have been made in the preparation of these financial statements are the useful lives and impairment of non-current and intangible assets, impairment of the value of investment in associates and taxation. Explanations of the methodology and the resultant assumptions are detailed in the relevant accounting policies above and the respective notes to the financial statements.

Borrowing costs

Borrowing costs are amortised over the duration of the loan and recognised throughout the term of the loan.

   4.       Segmental reporting 

The Group maintains its head office in Glasgow and a subsidiary office in Hamburg, Germany. These are reported separately. In addition, the retail business, now trading as POP retail, has an office in London and a subsidiary in Germany. The Group has determined that these are the principal operating segments as the performance of these segments is monitored separately and reviewed by the Board.

The following tables present revenues, results and asset and liability information regarding the Group's two core business segments - Promotional Sales and Retail, split by geographic area, after licence fees and management charges made between Group companies. The Other segment incorporates SpaceandPeople India.

 
 
   Segment revenues      Promotion     Promotion     Retail     Retail      Head     Other     Group 
   and 
 results                        UK       Germany         UK    Germany    Office 
 for 12 months             GBP'000       GBP'000    GBP'000    GBP'000   GBP'000   GBP'000   GBP'000 
  to 
 31 December 
  '17 
 
 Continuing 
  operations                 3,695           807      3,438      1,993         -        62     9,995 
 Revenue 
 
 Cost of sales                   -             -    (2,648)      (741)         -         -   (3,389) 
 Administrative 
  expenses                 (1,710)         (895)      (389)    (1,230)   (1,307)     (109)   (5,640) 
 Other revenue                   -            69          -        141         -         -       210 
 
 Segment operating 
  profit                     1,985          (19)        401        163   (1,307)      (47)     1,176 
 / (loss) 
                      ------------  ------------  ---------  ---------  --------  --------  -------- 
 
 Finance income                  -             -          -          -         -        12        12 
 Finance costs                (35)             -          -          -         -         -      (35) 
 
 Segment profit 
  / (loss)                   1,950          (19)        401        163   (1,307)      (35)   (1,153) 
 before taxation 
                      ------------  ------------  ---------  ---------  --------  --------  -------- 
 
 
 Segment assets       Promotion   Promotion    Retail    Retail     Other     Group 
  and 
 liabilities                 UK     Germany        UK   Germany 
 as at 31 December      GBP'000     GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
  '17 
 
 Total segment 
  assets                  7,486         725     5,386     1,077       741    15,415 
 
 Total segment 
  liabilities           (2,882)       (493)   (1,336)     (383)      (71)   (5,165) 
 
 Total net 
  assets                  4,604         232     4,050       694       670    10,250 
                     ----------  ----------  --------  --------  --------  -------- 
 
 
 Segment revenues     Promotion   Promotion    Retail    Retail      Head     Other     Group 
  and 
 results                     UK     Germany        UK   Germany    Office 
 for 12 months          GBP'000     GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
  to 
 31 December 
  '16 
 
 Continuing 
  operations              3,185         917     3,244     2,226         -        89     9,661 
 revenue 
 
 Cost of sales                -           -   (2,829)   (1,304)         -         -   (4,133) 
 Administrative 
  expenses              (1,718)     (1,162)     (504)   (1,294)     (832)     (108)   (5,618) 
 Other revenue                -          90         -       100         -         4       194 
 Non-recurring 
  costs                    (87)           -     (126)         -      (76)         -     (289) 
 
 Segment operating 
  profit                  1,380       (155)     (215)     (272)     (908)      (15)     (185) 
 / (loss) 
                     ----------  ----------  --------  --------  --------  --------  -------- 
 
 Finance costs             (40)           -         -         -         -         -      (40) 
 
 Segment profit 
  / (loss)                1,340       (155)     (215)     (272)     (908)      (15)     (225) 
 before taxation 
                     ----------  ----------  --------  --------  --------  --------  -------- 
 
 
 Segment assets       Promotion   Promotion    Retail    Retail     Other     Group 
  and 
 liabilities                 UK     Germany        UK   Germany 
 as at 31 December      GBP'000     GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
  '16 
 
 Total segment 
  assets                  7,130       1,002     4,819       995       792    14,738 
 
 Total segment 
  liabilities           (3,334)       (694)     (964)     (352)      (66)   (5,410) 
 
 Total net 
  assets                  3,796         308     3,855       643       726     9,328 
                     ----------  ----------  --------  --------  --------  -------- 
 
    5.      Operating profit 

The operating profit is stated after charging:

 
                               12 months   12 months 
                                      to          to 
                                December    December 
                                     '17         '16 
                                 GBP'000     GBP'000 
 
 Motor vehicle leasing                78          93 
 Property leases                     347         369 
 Amortisation of intangible 
  assets                              18          16 
 Depreciation of property, 
  plant and equipment                532         328 
                              ----------  ---------- 
                                     975         806 
                              ----------  ---------- 
 Auditor's remuneration: 
 Fees payable for: 
 Audit of Company                     22          19 
 Audit of subsidiary 
  undertakings                        19          22 
 Tax services                          8           4 
 Other services                        1           3 
                              ----------  ---------- 
                                      50          48 
                              ----------  ---------- 
 
 Directors' remuneration             741         539 
                              ----------  ---------- 
 
   6.       Staff costs 

The average number of employees in the Group during the period was as follows:

 
                             12 months   12 months 
                                    to          to 
                              December    December 
                                   '17         '16 
 
 Executive Directors                 3           3 
  Non-executive Directors            3           3 
 Administration                     32          30 
 Telesales                          42          60 
 Commercial                         10          15 
 Maintenance                         9           7 
                            ----------  ---------- 
                                    99         118 
                            ----------  ---------- 
 
 
                          12 months   12 months 
                                 to          to 
                           December    December 
                                '17         '16 
                            GBP'000     GBP'000 
 
 Wages and salaries           3,782       4,149 
 Social Security costs          425         481 
 Pensions                       189          50 
                         ----------  ---------- 
                              4,396       4,680 
                         ----------  ---------- 
 

Details of Directors' emoluments, including details of share option schemes, are given in the remuneration report. These disclosures form part of the audited financial statements of the Group.

   7.       Non-recurring costs 

During the period, the Group did not incur any one-off costs (2016: GBP289k in relation to restructuring costs and MPK France pilot costs).

   8.       Finance income and costs 
 
                        12 months   12 months 
                               to          to 
                         December    December 
                              '17         '16 
                          GBP'000     GBP'000 
 Finance income: 
 Interest receivable           12           - 
 
 Finance costs: 
 Interest payable            (35)        (40) 
 
   9.       Taxation 
 
                                     12 months   12 months 
                                            to          to 
                                      December    December 
                                           '17         '16 
                                       GBP'000     GBP'000 
 
 Current tax expense: 
 Current tax on profits for 
  the year                                 243          70 
 Adjustment for (over) provision 
  in prior periods                         (1)        (62) 
                                    ----------  ---------- 
 Total current tax                         242           8 
 Foreign tax: 
 Current tax on foreign income              52           - 
  for the period 
 Adjustment for (over) / 
  under provision in prior 
  periods                                 (57)           4 
                                    ----------  ---------- 
 Total foreign tax                         (5)           4 
 
 Deferred tax: 
 Charge / credit in respect 
  of tax losses                              -          37 
 Charge in respect of temporary 
  timing differences                         -        (18) 
  Charge in relation to prior 
   period                                    -          13 
                                    ----------  ---------- 
 Total deferred tax                          -          32 
 
 
   Income tax expense as reported 
   in the Income Statement                 237          44 
                                    ----------  ---------- 
 

The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The differences are explained below:

 
                                                                                       12 months   12 months 
                                                                                              to          to 
                                                                                        December    December 
                                                                                             '17         '16 
                                                                                         GBP'000     GBP'000 
 
 Profit on ordinary activities 
  before tax                                                                               1,153       (768) 
                                                                                      ----------  ---------- 
 Profit on ordinary activities 
  at the standard rate of 
  corporation tax in 
 the UK of 19% (2016: 20%) 
                                                                 Jan - Dec 2016: 20%           -       (154) 
                                                                 Jan - Mar 2017: 20%          57           - 
                                                                 Apr - Dec 2017: 19%         165           - 
 
 Tax effect of: 
 
   *    Prior period adjustment                                                             (57)        (59) 
                                                                                              18           - 
  *    Difference due to foreign taxation rates                                                4        (17) 
                                                                                              50         274 
 
   *    Tax losses 
 
 
   *    Disallowable items 
 
 Income tax expense as reported 
  in the Income Statement                                                                    237          44 
                                                                                      ----------  ---------- 
 
   10.     Discontinued operations 

During the prior period, the Group took decision to close its S&P+ business of which it owned 51%. The combined results of the discontinued operations included in the loss for the previous year are set out below. The comparative loss / profit from discontinued operations have been represented to include those operations classified as discontinuing in the prior year.

 
                                   12 months      12 months 
                                          to             to 
                                    December   December '16 
                                         '17 
 Profit / (Loss) for the             GBP'000        GBP'000 
  year from discontinued 
  operations 
 Revenue                                   -            487 
 Cost of Sales                             -          (343) 
 Gross Profit                              -            144 
 Administration expenses                   -          (435) 
 
 Results from Operating 
  activities (Net of Tax)                  -          (291) 
 
 Non-controlling interest 
  eliminated                               -          (252) 
 
 (Loss) / profit for period 
  from Discontinued operations             -          (543) 
 
   11.     Profit for the period 

The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements. The Group profit for the period includes a Company profit after tax and before dividends of GBP570k after the incorporation of all UK head office costs (2016 loss: GBP73k) which is dealt with in the financial statements of the parent Company.

   12.     Dividends 
 
                                12 months      12 months 
                                       to             to 
                                 December   December '16 
                                      '17 
                                  GBP'000        GBP'000 
 
 Paid during the period                 -            429 
 Recommended final dividend           293              - 
 

Equity - A final dividend of 1.50p per ordinary share is recommended for 2017 (no final dividend for 2016)

   13.     Goodwill 
 
 Cost                   GBP'000 
 
 At 31 December 2015      8,225 
 Additions                    - 
                       -------- 
 At 31 December 2016      8,225 
 Additions                    - 
                       -------- 
 At 31 December 2017      8,225 
                       -------- 
 
 
 Accumulated impairment losses 
 At 31 December 2015             - 
 Charge for the period           - 
 
 At 31 December 2016             - 
 Charge for the period           - 
 At 31 December 2017             - 
 
 
 
 Net book value 
 At 31 December 2015    8,225 
                       ------ 
 At 31 December 2016    8,225 
                       ------ 
 At 31 December 2017    8,225 
                       ------ 
 

Goodwill acquired in a business combination is allocated at acquisition to the cash-generating units (CGUs) that are expected to benefit from that business combination. The Directors consider that the businesses of the UK Retail sub group and SpaceandPeople India Pvt Limited are identifiable CGUs and the carrying amount of Goodwill is allocated against these CGUs. No amortisation of the carrying value has been occurred at the financial statement review date. Goodwill for the UK Retail sub group remains unchanged at GBP7,981,000 and goodwill for SpaceandPeople India Pvt Limited remains unchanged at GBP244,000.

The recoverable amounts of the cash generating units are determined on value in use calculations which use cash flow projections based on financial budgets approved by the Board covering a five-year period followed by a terminal factor at a discount rate of 3% per annum. Cash flow projections during the budget period are based on an average growth in EBITDA which the Directors consider to be conservative given the plans for the businesses and the potential increased returns. As a result of the sensitivity analysis carried out, the Directors believe that any reasonable possible change in the key assumptions on which the recoverable amounts are based would not cause the aggregate carrying amounts to exceed the aggregate recoverable amounts of the cash generating units and that cash flows from these units will continue in line with expectations for the foreseeable future.

14. Other intangible assets

 
 Cost                  Website       Product      Patents     Total 
                                                        & 
                   development   development   trademarks 
                       GBP'000       GBP'000      GBP'000   GBP'000 
 
 At 31 December 
  2015                     284           137           86       507 
 Additions                   -             -           25        25 
 Elimination 
  of S&P+                    -             -          (8)       (8) 
                  ------------  ------------  -----------  -------- 
 At 31 December 
  2016                     284           137          103       524 
 Additions                   -             -           12        12 
                  ------------  ------------  -----------  -------- 
 At 31 December 
  2017                     284           137          115       536 
                  ------------  ------------  -----------  -------- 
 
 
 Amortisation          Website       Product      Patents     Total 
                                                        & 
                   Development   development   Trademarks 
                       GBP'000       GBP'000      GBP'000   GBP'000 
 
 At 31 December 
  2015                     284           137           69       490 
 Charge for 
  the period                 -             -           16        16 
 Elimination 
  of S&P+                    -             -          (3)       (3) 
                  ------------  ------------  -----------  -------- 
 At 31 December 
  2016                     284           137           82       503 
 Charge for 
  the period                 -             -           18        18 
                  ------------  ------------  -----------  -------- 
 At 31 December 
  2017                     284           137          100       521 
                  ------------  ------------  -----------  -------- 
 
 
 Net book               Website        Product      Patents     Total 
  value                                                   & 
                    development    Development   trademarks 
                        GBP'000        GBP'000      GBP'000   GBP'000 
 
 At 31 December 
  2015                        -              -           17        17 
                  -------------  -------------  -----------  -------- 
 At 31 December 
  2016                        -              -           21        21 
                  -------------  -------------  -----------  -------- 
 At 31 December 
  2017                        -              -           15        15 
                  -------------  -------------  -----------  -------- 
 
   15.     Property, plant and equipment 

The Group movement in property, plant & equipment assets was:

 
 Cost                  Plant    Fixture    Computer     Total 
                           &          & 
                   equipment   fittings   equipment 
                     GBP'000    GBP'000     GBP'000   GBP'000 
 
 At 31 December 
  2015                 2,907        258         542     3,707 
 Additions               151         16         159       326 
 Disposals              (18)          -           -      (18) 
 Elimination of 
  S&P+                     -          -       (127)     (127) 
                  ----------  ---------  ----------  -------- 
 At 31 December 
  2016                 3,040        274         574     3,888 
 Additions                 8          3         100       111 
                  ----------  ---------  ----------  -------- 
 At 31 December 
  2017                 3,048        277         674     3,999 
                  ----------  ---------  ----------  -------- 
 
 
 Depreciation          Plant    Fixture    Computer     Total 
                           &          & 
                   Equipment   Fittings   Equipment 
                     GBP'000    GBP'000     GBP'000   GBP'000 
 
 At 31 December 
  2015                 1,408        246         428     2,082 
 Charge for the 
  period                 235          3          90       328 
 Elimination of 
  S&P+                     -          -        (80)      (80) 
                  ----------  ---------  ----------  -------- 
 At 31 December 
  2016                 1,643        249         438     2,330 
 Charge for the 
  period                 418          4         100       522 
                  ----------  ---------  ----------  -------- 
 At 31 December 
  2017                 2,061        253         538     2,852 
                  ----------  ---------  ----------  -------- 
 
 
 Net book value        Plant    Fixture    Computer     Total 
                           &          & 
                   equipment   Fittings   Equipment 
                     GBP'000    GBP'000     GBP'000   GBP'000 
 
 At 31 December 
  2015                 1,499         12         114     1,625 
                  ----------  ---------  ----------  -------- 
 At 31 December 
  2016                 1,397         25         136     1,558 
                  ----------  ---------  ----------  -------- 
 At 31 December 
  2017                   987         24         136     1,147 
                  ----------  ---------  ----------  -------- 
 
   16.     Deferred tax 
 
                                    31 December       31 December 
                                            '17               '16 
                                        GBP'000           GBP'000 
 
 Deferred tax liability: 
  Deferred tax liability 
  to be recognised after 
  more than 12 months 
                                             91                90 
  Deferred tax assets: 
  Deferred tax asset 
  to be recognised after 
  less than 12 months                         -                 - 
 Deferred tax liability 
  (net)                                      91                90 
                                   ============      ============ 
 
 
 
 At 1 January 2017                           90                58 
  Debit / (Credit) in 
   respect of losses                                           37 
  Charge in respect 
   of temporary timing 
   differences on property, 
   plant and equipment                        1               (5) 
 At 31 December 2017                         91                90 
                                   ============      ============ 
 

17. Trade and other receivables

 
                   31 December   31 December 
                           '17           '16 
                       GBP'000       GBP'000 
 
 Trade debtors           2,626         2,530 
 Other debtors             458           469 
 Prepayments               283           351 
 Total                   3,367         3,350 
                  ============  ============ 
 
 
 Amounts falling 
  due after more 
  than one year 
  included above 
  are:               424   424 
 

The maximum exposure to credit risk at the balance sheet date is the carrying amount of receivables detailed above. The Group does not hold any collateral as security.

The Directors do not believe that there is a significant concentration of credit risk within the trade receivables balance. As of 31 December 2017, trade receivables of GBP784k (2016: GBP345k) were past due but not impaired.

The ageing of trade debtors:

 
                Current        0 -       31 -   61 Days     Total 
                           30 Days    60 Days         + 
                GBP'000    GBP'000    GBP'000   GBP'000   GBP'000 
 
 31 December 
  '17             1,842        277        244       263     2,626 
 
 31 December 
  '16             2,185         96         72       177     2,530 
 

18. Cash and cash equivalents

 
                  31 December   31 December 
                          '17           '16 
                      GBP'000       GBP'000 
 
 Cash at bank 
  and on hand           2,661         1,584 
                        2,661         1,584 
                 ============  ============ 
 
   19.     Trade and other payables 
 
                      31 December   31 December 
                              '17           '16 
                          GBP'000       GBP'000 
 
 Trade creditors              568           514 
 Other creditors            1,767         1,625 
 Social Security 
  and other taxes             489           395 
 Accrued expenses           2,003         1,404 
 Deferred income              293           328 
 Trade and other 
  payables                  5,120         4,266 
 
 Corporation tax             (46)         (146) 
                     ------------  ------------ 
 Total                      5,074         4,120 
                     ============  ============ 
 
   20.   Other borrowings 
 
                    31 December    31 December 
                            '17            '16 
                        GBP'000        GBP'000 
 Bank loan: 
 Less than one 
  year                          -         1,000 
 Greater than 
  one year                      -           200 
 
               -                         1,200 
  ==============                  ============ 
 

As at 31 December 2017, SpaceandPeople plc had drawn down GBPnil (2016: GBP1.2 million) of its agreed bank facility of GBP1.25 million (2016: GBP2.0 million), GBP0.25 million of which expires in July 2018 and the other GBP1.0 million expires in July 2019. As at 31 December 2016, the Group was in technical breach of its covenants in relation to its facilities. This breach has now been resolved and there are no restrictions on the Groups ability to utilise its bank facilities.

   21.     Financial instruments and risk management 

The Group has no material financial instruments other than cash, current receivables and liabilities, in both this and the prior period, all of which arise directly from its operations. The net fair value of its financial assets and liabilities is the same as their carrying value as detailed in the balance sheet and related notes.

Credit risk - The Group's credit risk relates to its receivables and is managed by undertaking regular credit evaluations of its customers.

Liquidity risk - The Group operates a cash-generative business and holds net funds. The Directors consider the funding structure to be adequate for the Group's current funding requirements and this is expected to strengthen further during 2018.

Borrowing facilities - The Group has agreed facilities of GBP1.25 million, of which GBPnil was utilised at the year end.

These facilities are secured by an omnibus guarantee and set off agreement, secured by an unlimited debenture incorporating a bond and floating charge.

Financial assets - These comprise cash at bank and in hand. All bank deposits are floating rate.

Financial liabilities - These include short-term creditors and a revolving credit facility of GBP1million, of which GBPnil was utilised at the year end. All financial liabilities will be financed from existing cash reserves and operating cash flows.

Foreign currency risk - The Group is exposed to foreign exchange risk primarily from Euros due to its German operations and Euro denominated licensing income as detailed in note 4 Segmental Reporting. The Group monitors its foreign currency exposure and manages the position where appropriate. In addition, the Group has investments in a subsidiary in India.

   22.     Operating lease commitments 

At the period end date, SpaceandPeople plc had outstanding commitments for future lease payments which fall due as follows:

 
                        31 December   31 December 
                                '17           '16 
                            GBP'000       GBP'000 
 
 Within 1 year                  357           863 
 Between 2 and 
  5 years inclusive             358           499 
 
   23.     Called up share capital 
 
 Allotted, issued and fully        31 December   31 December 
  paid                                     '17           '16 
 Class         Nominal 
                value 
 Ordinary      1p         GBP          195,196       195,196 
                          Number    19,519,563    19,519,563 
 
   24.     Related party transactions 

Compensation of key management personnel

Key management personnel of the Group are defined as those persons having authority and responsibility for the planning, directing and controlling the activities of the Group, directly or indirectly. Key management of the Group are therefore considered to be the directors of SpaceandPeople plc. There were no transactions with the key management, other than their emoluments, which are set out in the remuneration report.

   25.     Earnings per share 
 
                            12 months to      12 months to 
                             31 December       31 December 
                                     '17               '16 
                         Pence per share   Pence per share 
 
 Basic earnings per 
  share 
 
 Before non-recurring 
  costs                             4.8p              0.3p 
 
 After non-recurring 
  costs                             4.8p           (3.38p) 
 
 Diluted earnings per 
  share 
 
 Before non-recurring 
  costs                             4.3p              0.3p 
 
 After non-recurring 
  costs                             4.3p           (3.12p) 
 

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.

Basic earnings per share

The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

 
                             12 months to   12 months to 
                              31 December    31 December 
                                      '17            '16 
                                  GBP'000        GBP'000 
 
 Profit after tax for 
  the period attributable 
  to                                  933          (660) 
 owners of the Company 
 
 
   Profit after tax for 
   the period before 
   non-recurring costs 
   attributable to owners 
   of the company                     933             67 
                             12 months to   12 months to 
                              31 December    31 December 
                                      '17            '16 
                                     '000           '000 
 
 Weighted average number 
  of ordinary shares               19,520         19,520 
 for the purposes of 
  basic earnings per 
  share 
 

Diluted earnings per share

The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows:

 
                                      12 months to   12 months to 
                                       31 December    31 December 
                                               '17            '16 
                                           GBP'000        GBP'000 
 
 Profit after tax for 
  the period attributable 
  to                                           933          (660) 
 owners of the Company 
 
 
   Profit after tax for 
   the period before non-recurring 
   costs attributable 
   to owners of the company                    933             67 
                                      12 months to   12 months to 
                                       31 December    31 December 
                                               '17            '16 
                                              '000           '000 
 
 Weighted average number 
  of ordinary shares                        21,840         21,169 
 for the purposes of 
  diluted earnings per 
  share 
 

The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows.

 
                             12 months to   12 months to 
                              31 December    31 December 
                                      '17            '16 
                                     '000            '00 
 
 Weighted average number 
  of shares in issue               19,520         19,520 
 during the period 
 
 Weighted average number 
  of ordinary shares                2,320          1,649 
 used in the calculation 
  of basic earnings 
  per 
 share deemed to be 
  issued for no 
 consideration in respect 
  of employee options 
 
 Weighted average number 
  of ordinary shares               21,840         21,169 
  used in the calculation 
   of diluted earnings 
   per 
 share 
 
   26.     Share options 

The Group has established a share option scheme that senior executives and certain eligible employees are entitled to participate in at the discretion of the Board which is advised on such matters by the Remuneration Committee.

In aggregate, share options have been granted under the share option scheme over 1,885,522 ordinary shares exercisable within the dates and at the exercise prices shown below, being the market value at the date of the grant.

 
 Date of grant    Number     Option period         Price 
 
 12 January       838,650    12 January 2018 -     47.4p 
  2015                        12 January 2025 
  31 March 2016    646,872    31 March 2019 - 31    61.0p 
                               March 2026 
  27 March 2017    400,000    29 March 2020 - 27    22.0p 
                               March 2027 
 

The movement in the number of options outstanding under the scheme over the period is as follows:

 
                                    12 months     12 months 
                                           to            to 
                                  31 December   31 December 
                                          '17           '16 
 
 
 Number of options outstanding 
  as at the beginning of the 
  period                            1,557,235       985,307 
 
 Granted                              400,000       700,000 
 Lapsed                                     -      (20,307) 
  Forfeited                          (71,713)     (107,765) 
                                 ------------  ------------ 
 Number of options outstanding 
  as at the end of the period       1,885,522     1,557,235 
 

In total, 1,885,522 options were outstanding at 31 December 2017 (1,557,235 at 31 December 2016) with a weighted average exercise price of 46.7p (53.1p at 31 December 2016).

The total share-based payment charge for the year, calculated in accordance with IFRS2 on share-based payments, was GBP8,400 (2016: GBPnil).

   27.     Save As You Earn Scheme 

The Group has two Save As You Earn ("SAYE") schemes that all UK based employees are entitled to participate in. The schemes both run for three years. The first scheme runs from 1 June 2015 and at the end of the term, participants will have the opportunity to buy shares in the Company at a price of 46p, which is a 20 percent discount on the closing share price on 2 April 2015. The second scheme runs from 1 July 2017 with the opportunity to buy shares at a price of 19.5p, a 20% discount on the average closing share price on the three working days from 20 to 24 April 2017.

In aggregate, share options have been granted under the SAYE scheme over 675,200 ordinary shares exercisable within the dates and at the exercise prices shown below, being the market value at the date of the grant.

 
 Date of grant    Number    Option period               Price 
                            1 June 2018 - 30 November 
 28 April 2015    21,677     2018                       46.0p 
                            1 July 2020 - 31 December 
 18 May 2017      653,523    2020                       19.5p 
 

The movement in the number of options outstanding under the scheme over the period is as follows:

 
                                    12 months     12 months 
                                           to            to 
                                  31 December   31 December 
                                          '17           '16 
 
 
 Number of options outstanding 
  as at the beginning of the 
  period                              147,284       257,863 
 
 Granted                              688,783             - 
 Forfeited                          (160,867)     (110,579) 
                                 ------------  ------------ 
 Number of options outstanding 
  as at the end of the period         675,200       147,284 
 

In total, 675,200 options were outstanding at 31 December 2017 (147,284 at 31 December 2016) with an average exercise price of 20.5p (46.0p at 31 December 2016).

The total share-based payment charge for the year, calculated in accordance with IFRS2 on share-based payments, was GBP42,016 (2016: GBPnil).

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR GMGZFFFKGRZM

(END) Dow Jones Newswires

March 26, 2018 02:00 ET (06:00 GMT)

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