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USG Ultimate Sports Group Plc

27.50
0.00 (0.00%)
16 Apr 2024 - Closed
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

Catena Group PLC Final Results and Notice of AGM - Replacement (7975X)

02/09/2020 8:20am

UK Regulatory


Ultimate Sports (LSE:USG)
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From Apr 2019 to Apr 2024

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TIDMCTNA

RNS Number : 7975X

Catena Group PLC

02 September 2020

PLEASE NOTE THIS ANNOUNCEMENT REPLACES RNS NO. 7458X

The headline has been amended. The content remains unchanged

2 September 2020

Catena Group Plc

("Catena" or the "Company" or the "Group")

Final Results and Notice of AGM

Catena Group PLC, is pleased to announce its audited results for the year ended 31 December 2019. The Company also gives notice that its Annual General Meeting ('AGM') will be held as a closed meeting, due to the ongoing COVID-19 pandemic, at 10.00 a.m. on 30 September 2020. Copies of the Notice of AGM together with the Annual Report for the year ended 31 December 2019 will be posted to shareholders and be available on the Company's website www.catenagroup.co.uk later today.

The financial information set out in this announcement does not constitute statutory accounts as defined in the Companies Act 2006.

The Group Statement of Comprehensive Income, Group Statement of Financial Position, Group Statement of Changes in Equity, Group Statement of Cash Flows and associated notes have been extracted from the Group's 2019 statutory financial statements upon which the auditor's opinion is unqualified, which includes an emphasis of matter paragraph for going concern and does not include any statement under section 498 of the Companies Act 2006.

Those financial statements will be delivered to the Registrar of Companies following the release of this announcement.

A copy of the report and accounts will be sent to shareholders who have elected to receive a printed copy with details of the annual general meeting in due course.

Chairman's Statement and Chief Executive's Review

We are reporting a total comprehensive loss from all activities of GBP218,208 before tax against a total comprehensive loss of GBP144,485 in the previous year. This year's results include GBP30,058 of losses from discontinued activities (2018: GBP32,399). Catena's consolidated cash balances as at 31 December 2019 were GBP636,779 (2018: GBP535,329). The directors are not recommending the payment of a dividend.

FUNDRAISE

As set out in the circular to shareholders issued in July 2019, the Company raised GBP290,000 (before legal and other professional expenses) by the issue of 2,000,000 new shares at 14.5p per share in order to assist with the Group's working capital requirements.

SPORT IN SCHOOLS LIMITED

Our focus in 2019 in terms of trading was the ongoing development of our sports coaching trading activities through Sport in Schools Ltd. The company's turnover increased by almost 9% to GBP1,683,272 producing a profit of GBP119,705 representing an increase of 19% on the previous year. The improved financial performance results from a combination of increased turnover by virtue of additional schools engaged, (142 schools in the academic year 2019/20 as compared with 133 schools in the previous academic year), increased income from existing schools and tighter control of overheads.

As indicated in our Strategic Review, since the end of year, trading has been severely impacted by school closures in March 2020 brought on by the Covid-19 pandemic. This has had an adverse impact on cash flows. In response, the Group has taken aggressive action to reduce costs, claim under the Government job support schemes and raise further funds under the Government backed loan scheme. These actions will enable the business to resume full operations when schools re-open in September 2020 and mitigate against further curtailment in sports activity in schools or indeed further school closures.

With regards to the Sport in Schools activities, the directors anticipate a return to profitability provided that no further restrictions in school operations arise as described above.

PANTHEON LEISURE PLC ("PANTHEON")

Catena, holds 85.87% of the issued share capital of Pantheon Leisure Plc which in turn owns 100% of the operating business of the Sport and Leisure division trading as Sport in Schools Ltd also known as The Elms Sport in Schools ("ESS"). Pantheon as a group made a loss of GBP35,477 for the year ended 31 December 2019 (2018: profit of GBP32,817). The group profit took into account GBP99,490 of non-recurring professional fees associated with land and drainage issues at the Elms Sport in Schools recognised in the year, which have now been fully resolved.

CORPORATE GOVERNANCE CODE

In accordance with changes to the AIM Rules regarding corporate governance our Annual Report & Accounts and Company website reflect compliance with (and any departures from) the guidance set out in the QCA Corporate Governance Code.

PROSPECTS AND INVESTMENT OPPORTUNITIES

In late 2019, Catena identified the enormous growth potential of businesses operating in the machine learning and artificial intelligence (AI) sector; announcing in January 2020 the change of our name and the refocused strategy toward investment and acquisitions in this sector. In March 2020, Catena began its strategic transformation by acquiring a 9.1% stake in Insight Capital Partners Ltd ("Insight"), as well as a six-month option to increase our ownership to 30%, funded by a GBP1.5 million share placing and GBP0.5 million issue of convertible loan notes. We have been very satisfied with the progress made by Insight to date and are continuing to build our engagement and strategy with Insight.

M Farnum-Schneider

Chief Executive Officer and Interim Chairman

Consolidated statement of comprehensive income for the year ended 31 December 2019

 
                                                    2019          2018 
                                        Notes       GBP           GBP 
 
 Continuing activities 
 Revenue                                  6        1,683,272    1,546,733 
 Cost of sales                                     (818,158)    (719,067) 
                                               -------------  ----------- 
 
 Gross profit                                        865,114      827,666 
 Administrative expenses                         (1,051,971)    (939,842) 
                                               -------------  ----------- 
 
 Operating loss                           7        (186,857)    (112,176) 
 
 Finance income                           9            1,273          718 
 Finance costs                           10          (2,566)        (628) 
 
 Loss before taxation                              (188,150)    (112,086) 
 
 Taxation                                11                -            - 
                                               -------------  ----------- 
 Loss after taxation from continuing 
  activities                                       (188,150)    (112,086) 
 
 Loss for the year from discontinued 
  activities                              6         (30,058)     (32,399) 
                                               -------------  ----------- 
 Loss for the year and total 
  comprehensive loss                               (218,208)    (144,485) 
                                               -------------  ----------- 
 
 Attributable to: 
 Equity holders of the parent 
  company                                          (213,197)    (149,121) 
 Non-controlling interests                           (5,011)        4,636 
                                               -------------  ----------- 
                                                   (218,208)    (144,485) 
                                               -------------  ----------- 
 
 
 

Loss per share (basic and diluted)

 
 Loss from continuing activities 
  per share                           12   (0.0053)   (0.0040) 
 Loss from discontinued activities 
  per share                           12   (0.0010)   (0.0011) 
 Loss for the year and total 
  comprehensive loss per share             (0.0063)   (0.0051) 
                                          =========  ========= 
 
 
 Consolidated statement of financial 
  position as at 31 December 2019         Notes      2019          2018 
 
                                                      GBP           GBP 
 Non-current assets 
 Goodwill and other intangibles           14           59,954        59,954 
 Property, plant and equipment            16           72,104        13,168 
 Total non-current assets                             132,058        73,122 
                                                 ------------  ------------ 
 
 Current assets 
 Trade and other receivables              17          109,635        89,760 
 Cash and cash equivalents                            636,779       535,329 
                                                 ------------  ------------ 
 Total current assets                                 746,414       625,089 
                                                 ------------  ------------ 
 
 Total assets                                         878,472       698,211 
 
 Current liabilities 
 Trade and other payables                 18          275,495       239,911 
 Non-current liabilities 
 Leasing commitments                      18           49,294             - 
 
 Total liabilities                                    324,789       239,911 
 
 
 Net assets                                           553,683       458,300 
 
 Equity 
 Share capital                            21        2,408,664     2,388,664 
 Share premium account                    23        1,048,031       782,031 
 Merger reserve                           23          325,584       325,584 
 Retained earnings                                (3,164,722)   (2,979,116) 
 Equity attributable to shareholders 
  of the parent company                               617,557       517,163 
 
 Non- controlling interests                          (63,874)      (58,863) 
 
 Total Equity                                         553,683       458,300 
                                                 ============  ============ 
 

The financial statements were approved and authorised for issue by the board on 1 September 2020 and signed on its behalf by:

D Hillel

Director

M Farnum-Schneider

Director

Company registration number 03882621

Consolidated statement of changes in equity

 
                                                                       To equity 
                                                                        holders 
                                                                         of the 
                       Share       Share      Merger     Retained        parent    Non-controlling 
                      capital     premium     reserve     earnings      company        interest         Total 
                        GBP         GBP        GBP          GBP          GBP             GBP            GBP 
 Balance at 1 
  January 2018       2,281,164     393,454    325,584   (2,840,795)      159,407          (63,499)      95,908 
 
   Issue of new 
   shares              107,500     430,000          -             -      537,500                 -     537,500 
 
   Share issue 
   costs                     -    (41,423)          -             -     (41,423)                 -    (41,423) 
 
   Share based 
   payments                  -           -          -        10,800       10,800                 -      10,800 
 
   Loss for the 
   year                      -           -          -     (149,121)    (149,121)             4,636   (144,485) 
 
   Reserves at 
   1 January 2019    2,388,664     782,031    325,584   (2,979,116)      517,163          (58,863)     458,300 
 
   Adjustment for 
   the adoption 
   of IFRS 16 in 
   relation to 
   leased assets             -           -          -         8,591        8,591                 -       8,591 
 
   Issue of new 
   shares               20,000     270,000          -             -      290,000                 -     290,000 
 
   Share issue 
   costs                     -     (4,000)          -             -      (4,000)                 -     (4,000) 
 
   Share based 
   payments                  -           -          -        19,000       19,000                 -      19,000 
 
   Loss for the 
   year                      -           -          -     (213,197)    (213,197)           (5,011)   (218,208) 
 At 31 December 
  2019               2,408,664   1,048,031    325,584   (3,164,722)      617,557          (63,874)     553,683 
                    ==========  ==========  =========  ============  ===========  ================  ========== 
 

The financial statements were approved and authorised for issue by the board on 1 September 2020 and signed on its behalf by:

D Hillel

Director

M Farnum Schneider

Director

Company registration number 03882621

 
 Consolidated statement of cash 
  flows for the year ended 31 December 
  2019                                      Note     2019        2018 
                                                      GBP         GBP 
 
 Cash flow from all operating activities 
 
 Loss before taxation from continuing 
  activities                                       (188,150)   (112,086) 
 Loss before taxation from discontinued 
  activities                                        (30,058)    (32,399) 
                                                  ----------  ---------- 
                                                   (218,208)   (144,485) 
 
 Adjustments for: 
 Finance income                                      (1,273)       (718) 
 Finance expense                                       2,566         628 
 Impairment and amortisation of 
  intangible assets                                        -         100 
 Share based payments                                 19,000      10,800 
 Depreciation                                         18,764       7,507 
 Loss on disposal of tangible assets                       -           1 
 
 Operating cash flow before working 
  capital movements                                (179,151)   (126,167) 
 Increase in receivables                            (19,875)    (20,779) 
 Increase in payables                                 27,251      66,250 
 
 Net cash absorbed by operations                   (171,775)    (80,696) 
                                                  ----------  ---------- 
 
 Taxation                                                  -           - 
                                                  ----------  ---------- 
 
 Cash flow from investing activities 
 Finance income                                        1,273         718 
 Property, plant and equipment 
  acquired                                           (3,180)     (7,753) 
 Net cash absorbed by investing 
  activities                                         (1,907)     (7,035) 
                                                  ----------  ---------- 
 
 Cash flow from financing activities 
 Funds from share issues                             286,000     496,077 
 Finance expense                                     (2,566)       (628) 
 Repayment of leasing liabilities 
  and borrowings                                     (8,302)     (2,000) 
 Net cash from financing activities                  275,132     493,449 
                                                  ----------  ---------- 
 
 Net increase in cash and cash 
  equivalents in the year                    29      101,450     405,718 
 
 Cash and cash equivalents at the 
  beginning of the year                              535,329     129,611 
 
 Cash and cash equivalents at the 
  end of the year                                    636,779     535,329 
                                                  ==========  ========== 
 

A statement of cash flows from discontinued activities is set out in note 29 (b).

1. General information

Catena Group Plc is a public company limited by shares, domiciled and incorporated in England and Wales and its activities are as described in the strategic report.

These financial statements are prepared in pounds sterling being the currency of the primary economic environment in which the Group operates.

2. Basis of Accounting

The consolidated financial statements of the Group and the financial statements of the parent company for the year ended 31 December 2019 have been prepared under the historical cost convention 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.

For the purpose of the preparation of these consolidated financial statements, the Group has applied all standards and interpretations that are effective for accounting periods beginning on or after 1 January 2019. Except for IFRS 16, the adoption of new standards and interpretations in the year has not had a material impact of the Group's financial statements.

IFRS 16

The Group has adopted IFRS 16 in the financial statements for the first time for the year ended 31 December 2019. IFRS 16 has been applied under the modified retrospective approach and as such there has been no restatement of the prior year figures. IFRS 16 replaces all existing lease requirements under IAS 17. Under IFRS 16 there is no longer any distinction between an operating and a finance lease, all leases now result in the recognition of a financial liability and a 'Right-of-Use' asset for the lessee. Details of the impact upon transition and on the results and net assets for the year are shown in Note 22.

Future standards in place but not yet effective:

No new standards, amendments or interpretations to existing standards that have been published and that are mandatory for the Group's accounting periods beginning on or after 1 January 2020, or later periods, have been adopted early. The following standards and amendments are not yet applied at the date of authorisation of these financial statements:

 
 -   Amendments to References to the Conceptual Framework in IFRS 
      Standards (effective 1 January 2020) 
 -   Definition of a Business (Amendments to IFRS 3) (effective 
      1 January 2020) 
 -   Definition of Material (Amendments to IAS 1 and IAS 8) (effective 
      1 January 2020) 
 -   Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 
      and IFRS 7) (effective 1 January 2020) 
 -   Classification of Liabilities as Current or Non-Current (Amendments 
      to IAS 1) (effective 1 January 2022) 
 

3. Significant accounting policies

(a) Basis of consolidation

The financial statements of the Group incorporate the financial statements of the Company and entities controlled by the Company, which are its subsidiary undertakings, in accordance with IFRS 10. Control is achieved where the Company has the power to govern the financial and operating policies of its subsidiary undertakings so as to benefit from their activities.

Details of subsidiary undertakings are set out in note 15.

All intra-group transactions and balances have been eliminated in preparing the consolidated financial statements.

(b) Revenue recognition

Revenue arises from income from sports and leisure activities undertaken by the Group; representing invoiced and accrued amounts for services supplied in the year, exclusive of Value Added Tax.

Consideration received from customers in respect of services is only recorded as revenue to the extent that the Group has performed its contractual obligations in respect of that consideration. Management assess the performance of the Group's contractual obligations against the sports and leisure activities as they are delivered.

Revenue from sports and leisure activities is recognised as the activity is provided, with payment due in advance of the performance obligations.

The IFRS 15 practical expedient has been applied whereby the promised amount of consideration has not been amended for the effects of a significant financing component as at the contract inception there are no contracts where the period between transfers of promised services and customer payment is expected to exceed one year.

Under the Group's standard contract terms, customers may be offered refunds for cancellation of sports and leisure activities. It is considered highly probable that a significant reversal in the revenue recognised will not occur given the consistent low level of refunds in prior years.

(c) Intangible assets

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of subsidiary entities at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the statement of comprehensive income and is not subsequently reversed.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units expected to benefit from synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, associate or jointly controlled entity, the amount of goodwill is included in the determination of the profit or loss on disposal.

Goodwill arising on acquisitions before the date of transition to IFRS's has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.

Development costs are expensed in arriving at the operating profit or loss for the year unless the directors are satisfied as to the technical, commercial and financial viability of individual project. In this situation, the expenditure is recognised as an asset and is reviewed for impairment on an annual basis.

Any impairment is recognised immediately in the income statement in administrative expenses and is not subsequently reversed.

(d) Plant and equipment

Plant and equipment is stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less their estimated residual value over their expected useful lives.

 
 The rates applied to these 
  assets are as follows: 
 Plant & equipment            25% & 10% straight line 
 Motor vehicles               33.3% - straight line 
 

(e) Operating leases

Prior to 1 January 2019: Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged against revenue as and when incurred.

Post 1 January 2019: Assets held under leases are recognised as assets of the Group at the fair value at the inception of the lease or if lower, at the present value of the minimum lease payments. The related liability to the lessor is included in the Statement of Financial Position as a finance lease obligation. Lease payments are apportioned between interest expenses and capital redemption of the liability. Interest is recognised immediately in the Consolidated Income Statement, unless attributable to qualifying assets, in which case they are capitalised to the cost of those assets.

Exemptions are applied for short life leases and low value assets, with payment made under operating leases charged to the Consolidated Statement of Comprehensive Income on a straight- line basis of the period of the lease.

(f) Deferred taxation

Deferred taxation is provided in full in respect of timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance is not discounted.

The recognition of deferred tax assets is limited to the extent that the group anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.

(g) Trade receivables

Trade receivables are recognised at fair value. A provision for impairment of trade receivables is established where there is objective evidence that the company or group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or liquidation and default or delinquency of payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement within administrative expenses. When a trade receivable is uncollectable it is written off against the allowance account for trade receivables.

(h) Investments

Investments in subsidiary undertakings are stated at cost less provision for impairment in the parent company balance sheet.

(i) Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. Bank overdrafts are shown as borrowings within current liabilities.

(j) Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Ordinary shares are classified as equity. Incremental costs directly attributable to new shares are shown in equity as a deduction from the proceeds.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost, any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowing using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the date of the statement of financial position.

4. Critical accounting judgements and key sources of estimation uncertainty

The preparation of the Group's financial statements requires the directors to make judgements, estimates and assumptions that effect the application of policies and reported amounts in the financial statements. These judgements and estimates are based on the director's best knowledge of the relevant facts and circumstances. Information about such judgements and estimation is contained in the accounting policies and/or notes to the financial statements.

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.

Details of the carrying value of goodwill at the year end and the impairment review calculation are given in note 14.

Impairment of intangible assets

The carrying value of intangible assets comprising unamortised website costs are determined by reference to an assessment of future income generated by the UltimatePlayer.me platform. Having regard to the Board's decision in 2017 to delay future plans for further website development, all unamortised costs have already been fully impaired.

Valuation of share-based payments

The Company has granted options to acquire its shares to a director. On valuing the fair value of the share options granted and hence the cost charged to profit or loss, judgements are required regarding key assumptions applied. See note 25 for further information relating to the assumptions applied.

5. Going concern

The directors have considered the financial impact of the Covid-19 pandemic having prepared financial forecasts covering the 12 months following approval of these financial statements. The forecasts take into account both turnover and cost expectations, Central and local government assistance and a business interruption bank loan of GBP240,000 repayable over a five-year period commencing in July 2021. The forecasts show the Group can continue to carry on trading within its existing finance facilities over that period. There are however uncertainties regarding the forecasts, relating to the reopening of UK schools in the Autumn 2020 and the full sports offering being available. At the date of signing the financial statements the Directors have every expectation that schools will re-open and physical education will be a permitted subject and recognise the priority the Government has placed on the normal operation of schools. In view of the this, the directors consider it appropriate to prepare the financial statements on a going concern basis.

The directors are however not able to predict any ongoing developments in relation to the Global Covid 19- pandemic and in particular whether the current plans relating to the re-opening of schools and the provision of sports education will proceed as planned, or indeed whether further closures could be imposed in the future. Any curtailment of activities would impact cash flows generated by the Group and, without any further external funds being raised, if the curtailment were wide-spread and long-term could cast doubt on the Group's ability to continue as a Going Concern without further external funds being raised or government support. This could also impact the carrying value of the investment by the parent company in its subsidiary companies.

If the Group was unable to continue as a going concern then adjustments would be necessary to re-classify fixed assets as current assets, to write down the value of assets to their recoverable amount and to make provision for further liabilities that would arise on discontinuance of the business.

6. Business segment analysis

Business segments are identified based on the different trading activities of the Group. Segmental information also details the continuing and discontinued activities in the Group. All turnover, profits, losses, assets and liabilities relate to operations undertaken in the UK.

 
                                         Sports       Social media 
                                       and leisure       website 
                                       (continuing    (discontinued 
 Year ended 31 December 2019            activity)       activity)     Consolidated 
                                          GBP             GBP             GBP 
 
 Revenue from services                   1,683,272               71      1,683,343 
                                     =============  ===============  ============= 
 
 Segment operating profit/(loss)*           20,215         (30,058)        (9,843) 
                                     =============  =============== 
 
 Group operating expenses**                                              (207,072) 
                                                                     ------------- 
 
 Operating loss                                                          (216,915) 
 Finance revenues less finance 
  costs                                                                    (1,293) 
 
 Loss before taxation                                                    (218,208) 
 Taxation                                                                        - 
 Loss after taxation from 
  all activities                                                         (218,208) 
 
                                         Sports       Social media 
                                       and leisure       website 
                                       (continuing    (discontinued 
 Year ended 31 December 2018            activity)       activity)     Consolidated 
                                          GBP             GBP             GBP 
 
 Revenue from services                   1,546,733              273      1,547,006 
                                     =============  ===============  ============= 
 
 Segment operating profit/(loss)*          100,754         (32,399)         68,355 
                                     =============  =============== 
 
 Group operating expenses**                                              (212,930) 
                                                                     ------------- 
 Operating loss 
 Other gains and losses                                                  (144,575) 
 Finance revenues less finance 
  costs                                                                         90 
 
 Loss before taxation                                                    (144,485) 
 Taxation                                                                        - 
                                                                     ------------- 
 Loss after taxation from 
  continuing activities                                                  (144,485) 
                                                                     ============= 
 

*Segment operating profit in relation to Sports and Leisure is after charges for depreciation of GBP8,485 (2018: GBP7,507) and exceptional professional fees relating to a drainage issue of GBP99,490.

** '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 GBP57,192 (2018: GBP68,824) form part of these costs as opposed to forming part of the segmental costs of the sports and leisure division.

 
                                             Sports          Social 
                                           and leisure    media website 
 Financial position at 31                  (continuing    (discontinued 
  December 2019                             activity)       activity)     Consolidated 
                                              GBP             GBP             GBP 
 Segment assets                                174,818            1,946        176,764 
                                         =============  =============== 
 
 Non segmental assets                                                          701,708 
                                                                         ------------- 
 
 Consolidated total assets                                                     878,472 
                                                                         ============= 
 
 Segmental liabilities                         294,769            3,577        298,346 
                                         =============  =============== 
 
 Non segmental corporate liabilities                                            26,443 
                                                                         ------------- 
                                                                               324,789 
 
 Capital additions and leased                    3,180                - 
  assets 
 Depreciation/amortisation                       8,485                - 
  and impairment 
                                         =============  =============== 
 
 Financial position at 31 
  December 2018 
                                             Sports          Social 
                                           and leisure    media website 
                                           (continuing    (discontinued 
                                            activity)       activity)     Consolidated 
                                              GBP             GBP             GBP 
 Segment assets                                 86,555            1,388         87,943 
                                         =============  =============== 
 
 Non segmental assets                                                          610,268 
                                                                         ------------- 
 
 Consolidated total assets                                                     698,211 
                                                                         ============= 
 
 Segmental liabilities                         203,071                -        203,071 
                                         =============  =============== 
 
 Non segmental corporate liabilities                                            36,840 
                                                                         ------------- 
                                                                               239,911 
 
 Capital additions                               7,753                - 
 Depreciation/amortisation                       7,507                - 
  and impairment 
                                         =============  =============== 
 

Non segmental assets include group cash balances of GBP636,779 (2018: GBP535,329), goodwill of GBP59,954 (2018: GBP59,954), other assets and receivables of GBP4,975 (2018: GBP14,985). Non segmental liabilities include trade and other payables of GBP26,443 (2018: GBP36,840).

7 . Operating loss

 
 
                                                     2018     2018 
 The operating loss is stated after                 GBP      GBP 
  charging /(crediting): 
 
 Auditors' remuneration - audit services           18,700   18,900 
 Operating lease rentals - land and buildings 
  (short term leases)                              15,600   17,635 
 Depreciation of property, plant and 
  equipment                                        18,764    7,753 
 
 

Included in the audit fee for the Group is an amount of GBP7,150 (2018: GBP7,000) in respect of the Company.

The auditors received fees of GBP900 (2018: GBP1,630) in respect of the provision of services in connection with advice relating to the Group's interim results, and general advice.

8. (a) Staff Costs

 
 Employee benefit costs were 
  as follows: 
                                    2019        2018 
                                     GBP         GBP 
 Wages and salaries               1,270,709   1,152,825 
 Social security costs               74,001      58,061 
 Pension contributions               22,363      12,634 
 Share based payment                 19,000      10,800 
                                  1,388,482   1,234,320 
                                 ==========  ========== 
 

The average numbers of employees, including directors during the year, were

 
                                           No.   Re-stated 
                                                       No. 
 Directors of the Company                    6           5 
 Directors of subsidiary undertakings        2           2 
 Senior management and operatives            2           4 
 Sports coaches                            117         101 
 Sales                                       3           2 
 Administration                              3           5 
                                          ----  ---------- 
 Average number of personnel 
  in the year                              133         119 
                                          ====  ========== 
 

The comparative figures for average number of employees has been restated to enable comparability.

(b) Directors' remuneration - Catena Group Plc

 
 
                                              2019     2018 
 An analysis of directors' remuneration 
  (who are the key management personnel)       GBP      GBP 
  is set out below: 
 Salary and consultancy fees                 45,753   21,250 
 Pension contributions                           50        - 
 Share based payments                        19,000        - 
                                            -------  ------- 
                                             64,803   21,250 
                                            =======  ======= 
 
 
 Executive directors                         54,803   16,250 
 Non-executive directors                     10,000    5,000 
                                            -------  ------- 
                                             64,803   21,250 
                                            =======  ======= 
 

The total cost of key management personnel being the executive directors and including employers' national insurance was GBP45,753 (2018: GBP21,250).

   8.            (a) Staff Costs 

The following amounts were paid for the services of the directors in the year:

 
 
                            2019     2018 
 Salaries and benefits       GBP      GBP 
 R L Owen                  20,000   13,750 
 M Farnum-Schneider         5,336        - 
 G Simmonds                 2,917        - 
 D Hillel                   7,500    2,500 
 J Zucker                   5,000    2,500 
 D J Coldbeck               5,000    2,500 
                          -------  ------- 
                           45,753   21,250 
                          -------  ------- 
 

There were no directors' benefits in 2019 (2018: Nil).

The share options to which the cost indicated above referred were issued to M Farnum-Schneider.

There was one director for who defined contribution pension contributions of GBP50 was paid in the year (2018: Nil).

9 . Finance income

 
                                       2019    2018 
                                        GBP    GBP 
 Interest revenue - bank deposits      1,273    718 
                                      ------  ----- 
 

10 . Finance costs

 
                                                2019         2018 
                                                GBP          GBP 
 Bank overdraft interest                                 -    628 
 Interest on IFRS 16 lease liability                 2,566      - 
                                         -----------------  ----- 
                                                     2,566    628 
                                         -----------------  ----- 
 

11 . Taxation

 
                                     2019     2018 
                                     GBP      GBP 
 
 Deferred tax (credit)/charge 
 Origination and reversal of 
  temporary differences               -        - 
 Tax charge for the year              -        - 
                                    -----    ----- 
 
   Tax charge/credit in income 
   statement                          -        - 
                                    =====    ===== 
 

No income tax charge arises based on the loss for the year (2018: nil).

The Group has unutilised tax losses of GBP5,245,000 (2018: GBP6,443,000) which includes GBP960,000 (2018: GBP2,380,000) in relation to the Company's subsidiary undertakings. Where it is anticipated that future taxable profits will be available to utilise these losses a deferred tax asset or a reduction in deferred tax liability is recognised as appropriate.

Factors affecting the tax charge in the year

 
 
                                                         2019       2018 
                                                         GBP         GBP 
 Loss on ordinary activities before taxation          (218,208)   (144,485) 
                                                     ==========  ========== 
 
 Loss on ordinary activities before taxation 
  at the standard rate of UK corporation 
  tax of 19% (2018: 19%)                               (41,460)    (27,452) 
 
 Effects of: 
 Expenses not deductible for tax purposes                18,816       5,370 
 Share based payments                                     3,610       2,052 
 Dividend income                                              -       3,943 
 Temporary differences in respect of depreciation 
  and capital allowances not reflected in 
  deferred tax                                            1,008        (79) 
 Unutilised tax losses not recognised as 
  a deferred tax asset                                   18,025      16,166 
 
 Tax charge/credit                                            -           - 
                                                     ==========  ========== 
 

12. Loss per share

Basic loss per share has been calculated on the Group's loss attributable to equity holders of the parent company of GBP213,197 (2018: GBP149,121) and on the weighted average number of shares in issue during the year, which was 34,438,352 (2018: 29,174,996).

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 GBP213,197 (2018: GBP149,121).

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 2019 on 4,160,000 ordinary shares and on 1,500,000 share warrants. Post year end 4,000,000 new ordinary shares were subscribed for, which would have significantly changed the number of shares in calculating the loss per share if the transaction had happened before the year end.

13. Loss for the financial year

As permitted by Section 400 of the Companies Act 2006, the profit and loss account for the parent company is not presented as part of these financial statements.

The consolidated loss for the year of GBP218,208 (2018: loss of GBP144,485) includes a loss of GBP234,595 (2018: loss of GBP201,202) dealt with in the accounts of the parent company.

14. Goodwill, intangibles and development costs

 
                                      2019           2019        2019      2018 
                                      GBP            GBP          GBP       GBP 
                                                   Goodwill 
                                    Website        and other 
                                   development    intangibles    Total     Total 
 
 Cost at 1 January                     587,187         60,054   647,241   647,241 
 Additions in the year                       -              -         -         - 
                                 -------------  -------------  --------  -------- 
 Cost at 31 December                   587,187         60,054   647,241   647,241 
                                 -------------  -------------  --------  -------- 
 
 Amortisation at 1 January             587,187            100   587,287   587,187 
 Impairment write off                        -              -         -       100 
                                 -------------  -------------  --------  -------- 
 Amortisation at 31 December           587,187            100   587,287   587,287 
                                 -------------  -------------  --------  -------- 
 
 Carrying value at 31 December               -         59,954    59,954    59,954 
                                 =============  =============  ========  ======== 
 
 
             -   Goodwill of GBP59,954 included above relates to the acquisition 
                  of Pantheon Leisure Plc which is included at its deemed cost 
                  on first time application of IFRS. 
       -         The Group acquired intangible assets costing GBP100 in 2013 
                  following the acquisition of a subsidiary. The asset was fully 
                  impaired and written off in 2018. 
 

Goodwill acquired in a business combination is allocated, at acquisition, to cash generating units ("CGUs") that are expected to benefit from that business combination. The carrying amount of goodwill relates wholly to the leisure activities business segment.

The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding forecast revenues and operating costs. Management have taken into account the following two elements:

 
 (i)    Based on current assessments of the Sport in Schools activities 
         made by the directors they consider that, without the financial 
         impact of the Covid -19 pandemic, revenues would have continued 
         to grow in 2020 and 2021; and 
 (ii)   Operational costs are monitored and controlled 
 

Development costs

Ultimate Player Limited continued to operate the UltimatePlayer.me platform during the year. As a result of the decision taken by the Board in 2017 to delay future plans for further website development, unamortised development costs were fully impaired and written off in in that year.

15. Investments in subsidiaries

 
 Parent Company                        2019        2018 
 Cost                                   GBP         GBP 
 Shares                              1,947,932   1,947,932 
 Loan notes                            220,000     220,000 
                                    ----------  ---------- 
 Total cost at beginning 
  and end of year                    2,167,932   2,167,932 
                                    ==========  ========== 
 
 Provision for impairment 
 At 1 January                        1,662,177   1,651,464 
 Increase of provision in 
  year                                       -      10,713 
                                    ----------  ---------- 
 At 31 December                      1,662,177   1,662,177 
                                    ==========  ========== 
 
 Carrying value at 31 December         505,755     505,755 
                                    ==========  ========== 
 

Included in investments is GBP220,000 of loan notes which carry an interest coupon of 7.5% and are repayable on demand at par.

The following companies were subsidiaries at the balance sheet date and the results and year end position of these companies has been included in these consolidated financial statements. The registered office for all the companies listed below is at 30 City Road, London EC1Y 2AB.

 
                                 Description 
                                  and proportion     Country of 
                                  of share capital    incorporation 
   Subsidiary undertakings        owned               or registration   Nature of business 
 Westside Acquisitions           Ordinary 100%          England &       Holding company 
  Limited                                                  Wales 
 Reverse Take-Over Investments   Ordinary 100%          England &       Acquisition and development 
  Limited *                                                Wales         of shell companies 
 Westsidetech Limited            Ordinary 100%          England &       Dormant 
                                                           Wales 
 Westside Mining Plc             Ordinary 100%          England &       Investment - inactive 
                                                           Wales 
 Westside Sports Limited         Ordinary 100%          England &       Holding company 
                                                           Wales 
 Ultimate Player Limited         Ordinary 100%          England &       Social media website 
                                                           Wales 
 Football Data Services          Ordinary 100%          England &       Website data services 
  Limited                                                  Wales         - inactive 
 FootballFanatix Limited         Ordinary 100%          England &       Social media website 
                                                           Wales         - inactive 
 Pantheon Leisure Plc **         Ordinary 85.87%        England &       Holding company 
                                                           Wales 
 Sport in Schools Limited        Ordinary 85.87%        England &       Sports coaching in 
  ***                                                      Wales         schools 
 Football Partners Limited       Ordinary 85.87%        England &       Dormant 
  ***                                                      Wales 
 The Elms Group Limited          Ordinary 85.87%        England &       Inactive 
  ***                                                      Wales 
 Footballdirectory.co.uk         Ordinary 85.87%        England &       Dormant 
  Limited ****                                             Wales 
 
   *              33(1) /(3) % held indirectly through Westside Acquisitions Limited 
   **           held indirectly through Westside Sports Limited 
   ***         held indirectly through Pantheon Leisure Plc 
   ****       held indirectly through The Elms Group Limited 

The segmental reporting for sports and leisure provides details of assets,liabilities and results for the year for the Pantheon Leisure sub-group. Details are given in note 6.

Since the year end, the following dormant or inactive companies listed below are in the process of being removed from the Register at Companies House:

Westside Acquisitions Limited, Reverse Take-Over Investments Limited, Westsidetech Limited, Football Data Services Limited, Footballfanatix Limited, Football Partners Ltd and Football Directory.co.uk Limited.

16. Property, plant and equipment

 
                                                Right 
                                                of Use 
                                 Plant and     Assets: 
 Group                            equipment    Property    Total 
                                    GBP          GBP        GBP 
 Cost 
 At 1 January 2018                   94,572           -    94,572 
 Additions                            7,753           -     7,753 
 Disposals                          (1,848)           -   (1,848) 
 Cost at 1 January 2019             100,477           -   100,477 
 Adjustment for leased assets             -     154,180   154,180 
 Additions                            3,180           -     3,180 
 At 31 December 2019                103,657     154,180   257,837 
 
 Depreciation 
 At 1 January 2018                   81,649           -    81,649 
 Charge for the year                  7,507           -     7,507 
 Disposals                          (1,847)           -   (1,847) 
 At 1 January 2019                   87,309           -    87,309 
 Adjustment for leased assets             -      79,660    79,660 
 Charge for the year                  8,485      10,279    18,764 
 At 31 December 2019                 95,794      89,939   185,733 
                                ===========  ==========  ======== 
 
 Carrying value 
 At 31 December 2019                  7,863      64,241    72,104 
                                ===========  ==========  ======== 
 
 At 31 December 2018                 13,168           -    13,168 
                                ===========  ==========  ======== 
 

Right of Use Assets represent premises from which the Group operates in relation to its sports and leisure activities.

 
                                                          Right of 
                                           Plant and     Use Assets: 
 Parent Company                             equipment     Property      Total 
                                              GBP                        GBP 
 Cost 
 At 1 January 2018                              1,848              -     1,848 
 Disposals                                    (1,848)              -   (1,848) 
 Cost at 1 January and 31 December 2019             -              -         - 
 
 Depreciation 
 At 1 January 2018                              1,847              -     1,847 
 Disposals                                    (1,847)              -   (1,847) 
 At 1 January 2019 and 31 December 2019             -              -         - 
                                          -----------  -------------  -------- 
 
 Carrying value 
 At 1 January and 31 December 2019                  -              -         - 
                                          ===========  =============  ======== 
 
 

17 Receivables and loan notes

Non-current assets

Parent company

In 2019, amounts due within one year included GBP220,000 of loan notes (2018: GBP220,000). The loan notes are convertible into 50 million new shares in Pantheon Leisure Plc 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 Catena 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 
                                              2019      2018 
                                               GBP      GBP 
 Trade receivables                            81,575   62,768 
 Other receivables                            22,314   18,681 
 Amounts due from subsidiary undertakings          -        - 
 Prepayments and deferred expenditure          5,746    8,311 
                                             109,635   89,760 
                                            ========  ======= 
 

The average credit period given for trade receivables at the end of the year is 18 days (2018: 15 days). Trade receivables are stated net of a provision for irrecoverable amounts of GBPNil (2018: GBPNil).

Amounts due from subsidiary undertakings are stated net of provisions for irrecoverable amounts which total GBP1,536,742 (2018: GBP1,454,629).

The total charge in the year in respect of irrecoverable receivables in the group accounts was GBPNil (2018: GBPNil).

As at 31 December, the ageing analysis of trade receivables, all of which are due and not impaired is as follows:

 
                GBP 
             <3 months 
 2019           81,575 
 2018           62,768 
            ========== 
 

18. Trade and other payables

 
 Due within one year:                            Group 
                                            2019      2018 
                                             GBP       GBP 
 IFRS 16 lease liability                     8,333         - 
 Trade payables                              5,048     9,760 
 Other payables                             14,564    24,672 
 Taxes and social security                  98,656    99,459 
 Amounts due to subsidiary undertakings          -         - 
 Accruals and deferred income              148,894   106,020 
                                           275,495   239,911 
                                          ========  ======== 
 

The average credit period taken for trade payables at the end of the year is 12 days (2018: 8 days).

 
 Due after one year:            Group 
                            2019      2018 
                            GBP       GBP 
 IFRS 16 lease liability   49,294        - 
                           49,294        - 
                          =======    ===== 
 

Further information regarding IFRS 16 lease liabilities is provided in note 22.

19. Bank overdraft

Sport in Schools Limited has a bank overdraft facility secured by a guarantee of up to GBP50,000 by Catena Group Plc. The overdraft is repayable on demand.

20. Deferred tax

There were no deferred tax liabilities or assets recognised by the Group during the current and previous year.

21. Issued and fully paid share capital

 
 
                               Number of    Number of      Number of 
                                ordinary     ordinary      deferred 
 Ordinary shares               10p shares    1p shares     9p shares      GBP 
 At 1 January 2018             22,811,638            -             -   2,281,164 
 Subdivision of ordinary 
  shares                     (22,811,638)   22,811,638    22,811,638           - 
 New 1p shares issued in 
  the year                              -   10,750,000             -     107,500 
                            -------------  -----------  ------------  ---------- 
 At 1 January 2019                      -   33,561,638    22,811,638   2,388,664 
 New shares issued in the 
  year                                  -    2,000,000             -      20,000 
                            -------------  -----------  ------------ 
 At 31 December 2019                    -   35,561,638    22,811,638   2,408,664 
                            =============  ===========  ============  ========== 
 

In July 2019, the Company raised GBP290,000 (before issue costs of GBP4,000) from the issue of 2,000,000 1p shares for 14.5p per share.

Ordinary shares of 1p each:

Shareholders are entitled to receive dividends or distributions in the event of a winding up with rights to attend and vote at general meetings.

Deferred shares of 9p each :

Shareholders are entitled to receive 0.1p for each GBP999,999 of dividends or other distributions in the event of a winding up with no rights to attend and vote at general meetings.

As at 31 December 2019 the Company's issued shares carry no rights to fixed income.

The market price of the Company's shares at 31 December 2019 was 26p and the price range during the financial year was between 12.5p and 29p.

22. Obligations under leases

Group

As at 31 December 2018, under IAS 17, the Group was committed to making the following future minimum lease payments under non-cancellable operating leases which fell due as follows:

 
                                  2018 
                                    GBP 
 Within one year 
 Land and buildings                  10,868 
 Other                                5,636 
 Between two and five years 
 Land and buildings                  43,472 
 Other                                6,417 
 After five years 
 Land and buildings                  24,453 
                              ------------- 
                                     90,846 
                              ------------- 
 

The amount of non-cancellable operating lease payments recognised as an expense during 2018 was GBP17,635.

IFRS 16

For the year ended 31 December 2019, the following amounts have been recognised under IFRS 16 in relation to property leases:

 
                                                              2019 
                                                                GBP 
 Additions to 'right-of-use' assets upon adoption 
  of IFRS 16                                                154,180 
 Depreciation adjustment upon adoption of IFRS 
  16                                                         79,660 
 Depreciation charged on 'right-of-use' assets 
  recognised                                                 10,279 
 Interest expense recognised on lease liability               2,566 
 Expenses incurred in relation to 'short-term' 
  leases                                                     20,572 
 Obligation at the year end in relation to 'short-term' 
  leases                                                      2,650 
 Total cash outflow in the year in relation 
  to leases                                                  31,440 
 

23. Reserves

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.

24. Related parties

Details of the remuneration of directors is 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 the key management personnel of the Group.

Simmonds & Co

The Group made monthly payments totalling GBP8,750 (2018: GBP26,500) as contributions towards office and secretarial costs to Simmonds & Co, Chartered Accountants, a practice in which G Simmonds is sole proprietor. Following his resignation as a director on 1 August 2019, his practice continued to receive monthly fees for consultancy services totalling GBP6,250 to December 2019. Amounts due at 31 December 2019 totalled GBP2,500 (2018: GBPNil).

In March 2017, G Simmonds was issued with 125,000 A Warrants and 125,000 B Warrants. Further details relating to these new warrants are given in note 25.

M Farnum - Schneider

Following his appointment as a director on 1 August 2019, the company granted options to acquire 4,000,000 ordinary shares in the Company with exercise prices ranging from 20 pence per share to 60 pence per share between 2020 and 2025. More detailed information is given in note 25 below.

R Owen

The Company paid for office facilities to R Owen of GBP168 (2018: GBP 13,611). No amounts were due to R Owen at the 31 December 2019 (2018: GBPNil).

In March 2018, R Owen was issued with 125,000 A Warrants and 125,000 B Warrants. Further details relating to these new warrants are given in note 25.

25 . Share-based payment transactions

Warrants

In March 2018, the Company issued new warrants to subscribe for shares. 750,000 A Warrants and 750,000 B Warrants were issued exercisable at a price of 10p and 25p respectively per new ordinary share.

Warrants are valued using the Black-Scholes option pricing model. The fair value per option granted and the assumptions used in the calculation are as follows:

 
 Grant date                   13 March 2018   13 March 2018 
 Share price at grant date    15p per share   15p per share 
 Exercise price               10p per share   25p per share 
 Shares under warrant         250,000         250,000 
 Expected volatility          100.0%          100.0% 
 Warrant life (years)         3 years         3 years 
 Expected life (years)        3 years         3 years 
 Risk-free interest rate      1.25%           1.25% 
 Fair value per warrant       3.15p           2.8p 
 

In accordance with IFRS2, the fair value of the warrants issued and recognised as a charge in the accounts for the year is GBPNil (2018: GBP10,800). In arriving at this amount, the expected volatility is based on historical volatility, the expected life is the average expected period to exercise and the risk-free rate of return is the yield on a zero-coupon UK government bond for a term consistent with the assumed option life.

Options

In January 2011, the Company adopted an unapproved share option scheme and on 1 August 2019, the Company granted options over 4,000,000 ordinary shares in the Company as part of a director's compensation agreement. Details of the options are set out below:

 
                                         2019       2018 
                                          GBP        GBP 
 
 Outstanding at start of year            307,500   307,500 
 Granted during the year               4,000,000         - 
 Lapsed during the year                (147,500)         - 
                                      ----------  -------- 
 Outstanding at the end of the year    4,160,000   307,500 
 Exercisable at the end of the year      160,000   307,500 
 

The movements in the weighted average exercise price of the options were as follows:

 
                                       2019   2018 
                                       GBP    GBP 
 
 Outstanding at start of the year      26.4   26.4 
 Granted during the year               45.0      - 
 Lapsed during the year                26.2      - 
                                      -----  ----- 
 Outstanding at the end of the year    44.3   26.4 
 Exercisable at the end of the year    26.6   26.4 
 

The fair value of the equity instruments granted was determined using the Black Scholes Model. This model was selected as it is an industry standard model. The only conditions attached to the options is continuing employment. The inputs into the model for options outstanding at the year-end were as follows:

 
 Grant date                 17 January 2011   6 March 2014      30 April 2014 
 Share price at grant       25p per share     27.5p per share   27.5p per share 
  date 
 Exercise price             25p per share     27.5p per share   27.5p per share 
 Shares under option        210,000           167,500           200,000 
 Expected volatility        17.0%             20.9%             20.9% 
 Option life (years)        10 years          7 Years           7 Years 
 Expected life (years)      10 Years          7 Years           7 Years 
 Risk-free interest rate    2.0%              2.0%              2.0% 
 Fair value per option      0.4p              0.07p             0.07p 
 

Share options granted in the year to M Farnum-Schneider

 
 Grant date                 1 August 2019    1 August 2019   1 August 2019 
 Share price at grant       17p per share    17p per share   17p per share 
  date 
 Exercise price             20p per share    40p per share   60p per share 
 Shares under option        1,000,000        1,000,000       2,000,000 
 Expected volatility        43.1%            43.1%           43.1% 
 Option life (years)        3 years          3 years         3 years 
 Expected life (years)      3 Years          3 Years         3 Years 
 Vesting period (years)     0.5 to 1 Years   1 to 2 years    2 to 3 Years 
 Risk-free interest rate    0.57%            0.57%           0.57% 
 Small company discount 
  factor                    35%              35%             35% 
 Fair value per option      2.5p             2.5p            0.7p 
 

The expected volatility is based on historical volatility, the expected life is the average expected period to exercise and the risk-free rate of return is the yield on a zero-coupon UK government bond for a term consistent with the assumed option life.

In accordance with IFRS 2, the fair value of the share options issued and recognised as a charge in the accounts for the year is GBP19,000 (2018: GBPNil).

26. Transition to IFRS 16

The financial statements for the year ended 31 December 2019 are prepared applying IFRS 16 'Leases', using the modified retrospective approach and as such there has been no restatement of prior year figures. The following table details the initial impact of applying IFRS 16 as at the transition date of 1 January 2019:

 
 Assets and liabilities included at 31 December 2018                                               1 January 2019 
                                                                                                              GBP 
 Finance lease obligations at 31 December 2018                                                                  - 
 Operating lease obligations as at 31 December 2018                                                        90,846 
 Relief option for short-term and low value leases                                                       (12,053) 
                                                                                                  --------------- 
 Gross lease liabilities at 1 January 2019                                                                 78,793 
 Discounting                                                                                             (12,864) 
 Lease liabilities at 1 January 2019                                                                       65,929 
 Present value of finance lease liabilities as at 31 December 2018                                              - 
 Additional lease liabilities as a result of the initial application of IFRS 16 as at 1 January 
  2019                                                                                                     65,929 
                                                                                                  =============== 
 

The lease liabilities were discounted at the borrowing rate as at 1 January 2019, which was determined to be 5%.

 
 Effect on group net assets 
                                                               GBP 
 Group net assets at 31 December 2018 as stated            458,300 
 Right of Use Asset recognised                              74,520 
 IFRS 16 lease liability adjustments referred to above    (65,929) 
 Revised carrying value at 1 January 2019                  466,891 
                                                         ========= 
 

27. Capital management and financial instruments

The Group is solely equity funded which represents the Group's capital.

The Group's objectives when maintaining capital are:

 
 -   To safeguard the entity's ability to continue as a going concern, 
      so that it can begin to provide returns for shareholders and 
      benefits for other stakeholders; and 
 -   To provide an adequate return to shareholders by pricing products 
      and services commensurately with the level of risk. 
 

The Group sets the amounts of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Capital for the Group comprises all components of equity - share capital of GBP2,408,664 (2018: GBP2,388,664), share premium of GBP1,048,031 (2018: GBP782,031), other reserves of GBP325,584 (2018: GBP325,584), and the retained deficit of GBP3,164,722 (2018: GBP2,979,116).

During the year ended 31 December 2019 the Group's strategy was to preserve net cash resources by limiting cash absorbed from losses and through good cash management.

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

At 31 December 2019 and 31 December 2018, there were no material differences between the fair value and the book value of the Group's financial assets and liabilities. All financial assets and liabilities are measured at amortised cost. Relevant financial assets and liabilities are set out below.

 
 
                                                                        Group 
                                                                  2019      2018 
                                                                   GBP       GBP 
 Financial assets 
 Cash and cash equivalents                                       636,779   535,329 
 Due from subsidiary undertakings                                      -         - 
 Trade and other short- term receivables                          98,943    70,395 
                                                                --------  -------- 
                                                                 735,722   605,724 
                                                                --------  -------- 
 Financial liabilities (which are included at amortised cost) 
 Trade and other short- term payables                             19,612    34,432 
 IFRS 16 lease liabilities                                        57,627         - 
 Due to subsidiary undertakings                                        -         - 
                                                                  77,239    34,432 
                                                                ========  ======== 
 

The Group's financial instruments comprise cash and cash equivalents, receivables, payables, loan obligations that arise directly from its operations

Amounts shown in trade and other short term receivables exclude prepayments and deferred expenditure for the Group of GBP5,746 (2018: GBP8,311) and VAT recoverable of GBP4,946 (2018: GBP11,054) for the Group and for Catena of GBP2,775 (2018: GBP4,522) of short term receivables and VAT recoverable of GBP2,200 (2018: GBP10,166).

Trade and short-term payables referred to above excludes deferred income and accruals of GBP148,894 (2018: GBP106,020), and tax and social security creditors of GBP98,656 (2018: GBP99,459).

For the parent company, trade and short-term payables excludes tax and accruals of GBP26,442 (2018: GBP31,922).

The Group has not adopted a policy of using financial derivatives and does not rely on the use of interest rate hedges.

In common with other businesses, the group is exposed to risks that arise from its use of financial instruments. There have been no substantive changes to the Group's response to financial instrument risk and the methods used to measure them from previous periods.

The main risks arising from the Group's financial instruments are credit and liquidity risks.

Credit risk arises from trade receivables where the party fails to discharge their obligation in relation to the instrument. To minimise this risk, management have appropriate credit assessment methods to establish credit worthiness of new customers and monitor receivables by regularly reviewing aged receivable reports. There is no concentration of credit risk other than in respect to cash held on deposit at the company's bank as set out above.

The amount exposed to risk in respect of trade receivables at 31 December 2019 was GBP81,575 (2018: GBP62,768).

Liquidity risk arises in relation to the Group's management of working capital and the risk that the Company or any of its subsidiary undertakings will encounter difficulties in meeting financial obligations as and when they fall due. To minimise this risk the liquidity position and working capital requirements are regularly reviewed by management. As explained in note 5 the subsidiary company, Sport in Schools Limited is susceptible to any further impact on the provision of sports teaching in schools, which in turn could negatively impact both the liquidity of that parent company and the group.

The directors do not consider changes in interest rates have a significant impact on the Group's cost of finance or operating performance.

All financial assets are due within one year. The maturity analysis can be seen in note 17.

As the Group's operations are conducted in the United Kingdom, risks associated with foreign currency fluctuations are not relevant.

28. Post balance sheet events

Since the year end the Group has been affected by the Covid-19 pandemic. See the Strategic Report and Note 5 for further details of the impact of this on the Group.

In March 2020 GBP1.5 million before expenses was raised by way of an issue of 4,000,000 new Ordinary Shares at a price of 25 pence per shares and the issue of GBP0.5 million convertible loan notes. GBP1.5 million of the net proceeds were used to finance an investment in Insight Capital Partners Limited.

29. Notes to statement of cash flows

   a)             Analysis of net funds 
 
                              At 1 January               At 31 December 
                                  2019       Cash Flow        2019 
                                   GBP          GBP            GBP 
 Group 
 Cash and cash equivalents         535,329     101,450          636,779 
 Borrowings                              -           -                - 
 Net funds                         535,329     101,450          636,779 
                             =============  ==========  =============== 
 
 Company 
 Cash and cash equivalents         413,656      96,882          510,538 
 Net funds                         413,636      96,882          510,538 
                             =============  ==========  =============== 
 

(b) Statement of cash flows from discontinued activities

Ultimate Player Limited

 
                                                        2019       2018 
                                                        GBP        GBP 
 Cash flow from discontinued activities 
 (loss) before tax                                    (30,058)   (32,399) 
 
 Adjustments for: 
 Increase in debtors                                     (538)        357 
 Decrease/(Increase) in creditors                       30,012     32,917 
 Cash generated/absorbed from operations                 (584)        875 
                                                     ---------  --------- 
 
 Investing activities                                        -          - 
 
 Net cash used in investing activities                       -          - 
                                                     ---------  --------- 
 
 Financing activities 
 Additional borrowings                                       -          - 
 Net cash from financing activities                          -          - 
                                                     ---------  --------- 
 
   Net cash decrease in cash and cash equivalents        (584)        875 
 Cash and cash equivalents at the beginning 
  of the year                                            2,090      1,215 
 Cash and cash equivalents at the end 
  of the year                                            1,506      2,090 
                                                     =========  ========= 
 

Football Partners Limited

 
                                                 2019       2018 
                                                  GBP       GBP 
 Cash flow from discontinued activities 
 (loss) before tax                                   -           - 
 
 Adjustments for: 
 Increase in debtors                                 -           - 
 Decrease/(Increase) in creditors                     -      13,865 
 Cash generated/absorbed from operations              -      13,865 
                                                  -----   --------- 
 
 Investing activities                                -           - 
 
 Net cash used in investing activities               -           - 
                                                ------   --------- 
 
 Financing activities 
 Additional borrowings                               -           - 
 Net cash from financing activities                  -           - 
                                                ------   --------- 
 
   Net cash decrease in cash and cash 
   equivalents                                        -      13,865 
 Cash and cash equivalents at the beginning 
  of the year                                         -    (13,865) 
 Cash and cash equivalents at the end                 -           - 
  of the year 
                                                  =====   ========= 
 

For enquiries, please contact:

 
 Catena Group PLC 
  Matthew Farnum-Schneider, Chief Executive    +44 (0) 20 3744 0900 
 Zeus Capital Limited (Nominated Adviser 
  & Sole Broker) 
  David Foreman / Daniel Harris / Benjamin 
  Robertson                                    +44 (0) 203 829 5000 
 Newgate (Financial PR)                        +44 (0) 7540 106 366 
  Giles Croot / Robin Tozer                     catena@newgatecomms.com 
 

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