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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Venue Sol | LSE:VSH | London | Ordinary Share | GB00B0T4GP95 | ORD 2P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.525 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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Venue Solutions Holdings Plc
Interim Results for the six months ended 31 May 2008
Venue Solutions Holdings Plc ("VSH" or "the Company"), a specialist in venue
management technologies, developing, delivering and managing integrated system
solutions (hardware and software) for all types of venue, announces its interim
results for the six months ended 31 May 2008.
RESULTS SUMMARY
* Revenue £0.54m (H1 2007: £2.33m)
* Pre-tax loss: £1.15m (H1 2007: loss £0.67m)
* Complete business restructuring to remove loss making activities
* Focus on Your Day with world first installation at Alton Park
* Early discussions with other theme venues expected to result in further
news
Stephen Thomson, Chairman, commented:
"Following the successful conclusion of the YourDay installation the overheads
of Company will be significantly reduced over the next three months, taking it
into profitability as income will begin to considerably outweigh expenditure.
After an extended period of change, reorganisation and refocusing, we believe
that operationally and financially we are on a much sounder footing and look
forward to the future with confidence."
29 August 2008
Enquiries:
Venue Solutions Holdings Plc +44 (0) 870 243 0908
Oliver Iny, CEO
Haggie Financial LLP +44 (0) 207 417 8989
Nicholas Nelson/Kathy Boate
Arden Partners plc +44 (0) 207 398 1632
Richard Day
CHAIRMAN'S STATEMENT
Business Overview
VSH is a specialist in providing complete solutions for every type of venue:
from management software systems for sporting arenas and retail centres to
audio-visual technology and theme park installations such as the YourDay
system.
In recent months the focus has very much been on the YourDay system, which
allows theme park visitors to have personalised videos made of their day out,
with video cameras around the venue triggered by RFID (Radio Frequency
Identification) wristbands worn by the visitor.
The first half of the financial year has seen good progress with the YourDay
system at Alton Towers, which opened with the theme park for the 2008 season in
March to significant demand for the personalised DVDs.
VSH has seen a change in its management structure with the appointment of
Oliver Iny to the Board of Directors as Chief Executive Officer. Originally
appointed as a Director to oversee the changes in the Company's development
strategy, Mr Iny has extensive experience in managing and developing companies
and will help lead VSH while a suitable long term candidate is sought.
As part of the management restructure, Dominic Berger has resigned from the
Board. We wish him success in future ventures.
Financial Summary
Revenue for the first half at £535,209 comprises £613,053 for Venue Solutions,
less £189,001 of inter company sales, and £111,157 for YourDay. The loss of £
18,179 at gross profit level is attributable to the YourDay loss of £58,728 as
Venue Solutions recorded a gross profit of £40,549 for the period.
The restructure of the Venue Solutions business in February 2008 allowed the
company to focus efforts on system design and project management services as
well as delivering R&D and technical support to YourDay. Monthly overheads have
been significantly reduced, with more reductions to come, and the result has
been gross profit margins in excess of 30% during the second quarter as opposed
to losses of 9% in the first quarter. This trend is expected to continue and
management is anticipating profits during the last quarter of 2008.
YourDay losses are expected to continue, albeit at a much reduced level, as the
last ride comes on line at Alton Towers and the new, improved RFID tags become
available during September 2008.
The consolidated loss for the period of £1,152,140 is after deduction of
minority shareholders interest and comprises a loss of £620,662 from Venue
Solutions (May 2007: loss of £454,367) and a loss of £531,478 from YourDay (May
2007: associate loss of £220,106).
Working Capital
The Company's cost base has been drastically reduced due to initiatives put in
place by management at the time of the restructure in February 2008 and further
cost reductions are planned for the second half of the year. As previously
announced discussions continue with various parties in respect of potential
funding options and further information will be announced in due course.
Trading Summary
VSH underwent several changes in order to refocus the business, and over the
past months has seen a turnaround of fortunes based upon the reduction in
overheads and focus on the higher margin system design and project management
aspects of the business, as well as the continuing R&D technology support
services offered to YourDay.
Destination Media Limited
At the time of the last final results, the Company referred to negotiations
between subsidiary company Destination Media Limited and one of the UK's
largest outdoor media sales companies. These negotiations continue and
shareholders will be informed of progress when further information becomes
available.
YourDay
YourDay, which creates an individualised video from pre-existing stock video
combined with personal video from theme park rides taken during the day's
visit, was launched for the first time in late summer 2007 at Alton Towers.
Since then it has received interest from other venues globally, and has
demonstrated great commercial progress over this summer season. The Company
hopes to be in the position to announce the commencement of discussions with
other venues in the months ahead.
Initial figures from the 2008 summer season show significant take up and a 28%
increase in takings from the park when compared to last year. The system
capacity was dramatically improved over the winter and is now capable of
producing nearly 7,000 individual ride videos daily.
Recently it was announced that the YourDay video capture system had been
refined at Alton Towers and modularised for ease of installation in future
parks. This technology is a world first and the Board is proud to have designed
and championed it. Although there has been some delay in the completion and
commissioning of the system, we feel that that some allowance has to be given
to certain minor teething problems associated with this world first
installation, designed and implemented, in our belief, by one of the best teams
in the business. Accordingly, our technology team will be given its own
department which will offer services to the entertainment and venue industry to
create further world firsts in entertainment technology.
We can now move to build their sales and marketing programmes and focus on
further installations globally. YourDay is an integral component of VSH and the
Company is keen in seeing it progress, with YourDay providing a significant
proportion of revenue. The remainder of the financial year will focus on
developing and marketing the system to other theme parks both in the UK and
abroad which will help us grow YourDay and VSH in turn. We expect to report
further developments in the near future.
Summary
Following the successful conclusion of the YourDay installation, the overheads
of Company will be significantly reduced over the next three months, taking it
into profitability as income will begin to considerably outweigh expenditure.
After an extended period of change, reorganisation and refocusing, we believe
that operationally and financially we are on a much sounder footing and look
forward to the future with confidence.
Stephen Thomson
Chairman
VENUE SOLUTIONS HOLDINGS PLC
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
as at 31 May 2008, 31 May 2007 and 30 November 2007
31 May 31 May 30 November
2008 2007 2007
£'000 £'000 £'000
As restated As restated
ASSETS
Non-current assets
Property, plant and equipment 1,951,545 307,874 2,191,325
Goodwill 2,171,300 - 2,171,300
Other intangible assets 1,394,521 133,625 1,491,026
Investments held for - 2,670,090 -
trading
_______ _______ _______
5,517,366 3,111,589 5,853,651
Current assets
Inventories 562,629 406,453 532,814
Trade and other 251,273 1,302,001 683,570
receivables
Cash and cash equivalents 4,024 - 14,442
_______ _______ _______
817,926 1,708,454 1,230,826
_______ _______ _______
TOTAL ASSETS 6,335,292 4,820,043 7,084,477
====== ====== ======
EQUITY AND LIABILITIES
Equity attributable to the equity holders of the parent
Share capital 2,391,803 1,919,359 2,236,553
Share premium reserve 5,901,220 3,531,375 5,745,970
Other reserves 200,871 163,161 261,823
Retained earnings (5,251,736) (2,434,236) (4,165,268)
_______ _______ _______
3,242,158 3,179,659 4,079,078
Non-current liabilities
Long-term borrowings 401,466 22,303 25,000
Trade and other payables - - -
_______ _______ _______
401,466 22,303 25,000
Current liabilities
Current portion of long-term 15,441 30,881 94,606
borrowings
Trade and other payables 1,793,902 1,645,302 1,590,133
Current tax liabilities 20,966 (58,102) 69,560
_______ _______ _______
1,830,309 1,618,081 1,754,299
MINORITY INTERESTS 861,359 - 1,226,100
_______ _______ _______
TOTAL EQUITY AND LIABILITIES 6,335,292 4,820,043 7,084,477
====== ====== ======
VENUE SOLUTIONS HOLDINGS PLC
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
for the six month period ended 31 May 2008,
for the six month period ended 31 May 2007, and
for the year ended 30 November 2007
Total operations, including
continuing and acquired *
Six month Six month
Period ended period ended Year ended
31 May 2008 31 May 30 November
TOTAL 2007 2007
Notes £'000 £'000 £'000
As restated As restated
REVENUE 2 535,209 2,336,982 2,930,431
Cost of sales (553,388) (2,049,516) (2,895,976)
_______ _______ _______
GROSS PROFIT (18,179) 287,466 34,455
Other operating expenses (1,034,268) (659,223) (1,914,820)
_______ _______ _______
RESULT FROM OPERATING
ACTIVITIES (1,052,447) (371,757) (1,880,365)
Depreciation (271,076) (33,761) (272,765)
Amortisation of (211,588) (44,205) (271,592)
intangibles
Share of Associate's
operating loss - (220,106) (222,603)
Share based payment costs - - (98,662)
Investment income 120 3,319 5,448
Finance costs (12,039) (7,963) (23,770)
_______ _______ _______
LOSS BEFORE TAX (1,574,030) (674,473) (2,764,309)
Income tax expense (1,168) - (6,711)
_______ _______ _______
LOSS AFTER TAX (1,548,198) (674,473) (2,771,020)
Minority interests 396,058 - 366,086
_______ _______ _______
PROFIT/(LOSS) FOR
THE PERIOD (1,152,140) (674,473) (2,404,934)
====== ====== ======
Earnings per share:
Basic 3 (1.73) p (1.48) p (4.92) p
====== ====== ======
Diluted 3 (1.73) p (1.48) p (4.92) p
====== ====== ======
* Refer to the table below for the analysis of continuing and acquired
operations for the year ended 30 November 2007.
VENUE SOLUTIONS HOLDINGS PLC
CONSOLIDATED INCOME STATEMENT (UNAUDITED)
for the year ended 30 November 2007
Continuing Acquired TOTAL
£'000 £'000 £'000
As restated As restated As restated
REVENUE 2,845,083 85,348 2,930,431
Cost of sales (2,718,044) (177,932) (2,895,976)
_______ _______ _______
GROSS PROFIT 127,039 (92,584) 34,455
Other operating expenses (1,702,224) (346,464) (2,048,688)
_______ _______ _______
RESULT FROM OPERATING (1,575,185) (439,048) (2,014,233)
ACTIVITIES
Depreciation (226,307)
Amortisation of (184,182)
intangibles
Share of Associate's
operating loss (222,603)
Share based payment costs (98,662)
Investment income 5,448
Finance costs (23,770)
_______
LOSS BEFORE TAX (2,764,309)
Income tax expense (6,711)
_______
LOSS AFTER TAX (2,771,020)
Minority interests 366,086
_______
LOSS FOR THE PERIOD (2,404,934)
======
VENUE SOLUTIONS HOLDINGS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
for the six month period ended 31 May 2007
ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT
Share
Share premium Other Retained TOTAL
capital reserve reserves * earnings EQUITY
£'000 £'000 £'000 £'000 £'000
As restated As restated
BALANCE AT
1 December 2006
BROUGHT FORWARD
Adjusted balance 1,893,951 3,306,783 163,161 (1,760,334) 3,603,561
CHANGES IN EQUITY
FOR THE SIX MONTHS
ENDED 31 MAY 2007
Net gains not
recognised
in the income
statement:
_______ _______ _______ _______ _______
Net expense
recognised
directly in equity - - - - -
Loss for the period (673,902) (673,902)
_______ _______ _______ _______ _______
TOTAL RECOGNISED
INCOME AND EXPENSE
FOR THE PERIOD
Dividends - - - - -
Issue of share 25,408 224,592 250,000
capital
Exercise of share - - - - -
options
Grant of options - - - - -
_______ _______ _______ _______ _______
BALANCE AT
31 May 2007
CARRIED FORWARD 1,919,359 3,531,375 163,161 (2,434,236) 3,179,659
====== ====== ====== ====== ======
* At 31 May 2007, other reserves includes a merger revenue of £ 71,815, and a
share option reserve of £ 91,346.
VENUE SOLUTIONS HOLDINGS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
for the six month period ended 30 November 2007
ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT
Share
Share premium Other Retained TOTAL
capital reserve reserves * earnings EQUITY
£'000 £'000 £'000 £'000 £'000
As restated As restated
BALANCE AT
1 June 2007
BROUGHT FORWARD 1,919,359 3,531,375 163,161 (2,434,236) 3,179,659
CHANGES IN EQUITY
FOR THE SIX MONTHS
ENDED 30 NOVEMBER 2007
Net gains not - - - - -
recognised
in the income
statement
_______ _______ _______ _______ _______
Net expense
recognised
directly in equity - - - - -
Profit (Loss) for the (1,731,032) (1,731,032)
period
_______ _______ _______ _______ _______
TOTAL RECOGNISED
INCOME AND EXPENSE
FOR THE PERIOD
Dividends - - - - -
Issue of share 317,194 2,214,595 2,531,789
capital
Exercise of share - - - - -
options
Grant of options - - 98,662 - 98,662
_______ _______ _______ _______ _______
BALANCE AT
30 November 2007
CARRIED FORWARD 2,236,553 5,745,970 261,823 (4,165,268) 4,079,078
====== ====== ====== ====== ======
* At 30 November 2007, other reserves includes a merger revenue of £71,815 and
a share option reserve of £190,008.
VENUE SOLUTIONS HOLDINGS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
for the six month period ended 31 May 2008
ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT
Share
Share premium Other Retained TOTAL
capital reserve reserves * earnings EQUITY
£'000 £'000 £'000 £'000 £'000
As restated As restated
BALANCE AT
1 December 2007
BROUGHT FORWARD 2,236,553 5,745,970 261,823 (4,165,268) 4,079,078
CHANGES IN EQUITY
FOR THE SIX MONTHS
ENDED 31 MAY 2008
Net losses not
recognised
in the income
statement
_______ _______ _______ _______ _______
Net expense
recognised
directly in equity
Profit (Loss) for (1,086,468) (1,086,468)
the period
_______ _______ _______ _______ _______
TOTAL RECOGNISED
INCOME AND EXPENSE
FOR THE PERIOD
Issue of share 155,250 155,250 - 310,500
capital
Exercise of share
options
Grant of options
Translation reserve (60,952) (60,952)
_______ _______ _______ _______ _______
BALANCE AT
31 May 2008
CARRIED FORWARD 2,391,803 5,901,220 200,871 (5,251,736) (3,242,158)
====== ====== ====== ====== ======
* At 31 May 2008, other reserves includes a merger revenue of £71,815, a share
option reserve of £190,008 and a translation reserve of £60,952.
VENUE SOLUTIONS HOLDINGS PLC
CONSOLIDATED CASH FLOW STATEMENTS (UNAUDITED)
for the six month period ended 31 May 2008,
for the six month period ended 31 May 2007, and
for the year ended 30 November 2007
Six month Six month
period period Year ended
ended ended
31 May 31 May 30 November
2008 2007 2007
Notes £'000 £'000 £'000
As As restated
restated
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 4 (494,790) (360,860) (1,478,005)
Interest paid (12,039) (7,963) (23,770)
Income taxes paid (1,168) - (2,280)
_______ _______ _______
NET CASH (USED IN)/GENERATED FROM
OPERATING ACTIVITIES (507,997) (368,823) (1,504,055)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries - - (670,075)
Net cash acquired on acquisition of - - -
subsidiaries
Purchase of minority interests in - - -
subsidiaries
Purchase of property, plant and (36,294) (140,689) (706,832)
equipment
Proceeds from sale of property, plant - - -
and equipment
Purchase of intangibles (77,082) (1,592)
Purchase of available for sale - - -
investments
Proceeds from sale of available for - - -
sale investments
Interest received 120 3,319 5,448
_______ _______ _______
NET CASH USED IN INVESTING ACTIVITIES (113,256) (138,962) (1,371,459)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of share 310,500 250,000 2,781,789
capital
Proceeds from the exercise of share - - -
options
Proceeds from long-term borrowings 376,466 - -
Dividends paid - - -
Finance leases (15,441) (30,882) (100,000)
_______ _______ _______
NET CASH (USED IN)/GENERATED FROM
FINANCING ACTIVITIES 671,525 219,118 (2,681,789)
_______ _______ _______
NET DECREASE IN CASH AND CASH
EQUIVALENTS 50,272 (288,667) (193,725)
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD (194,059) (334) (334)
_______ _______ _______
CASH AND CASH EQUIVALENTS AT THE
END OF THE PERIOD (143,784) (289,001) (194,059)
====== ====== ======
VENUE SOLUTIONS HOLDINGS PLC
NOTES TO THE INTERIM GROUP FINANCIAL STATEMENTS (UNAUDITED)
for the six month period ended 31 May 2008
1. BASIS OF PREPARATION
The financial information in these interim group financial statements has been
prepared in accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS") for the first time. The disclosures
required by IFRS 1 concerning the transition from United Kingdom Generally
Accepted Accounting Practice ("UK GAAP") to IFRS are given in a separate
document entitled "Restatement of Financial Information under International
Financial Reporting Standards". The date of transition to IFRS is 1 December
2007.
The interim group financial statements have been prepared on the historical
cost basis.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
VENUE SOLUTIONS HOLDINGS PLC (the "company") and enterprises controlled by the
company (its "subsidiaries", together referred to as the "group").
Status of financial information
The comparative figures for the year ended 30 November 2007 are not the group's
statutory financial statements for that financial year as defined in Section
240 of the Companies Act 1985. Those statutory financial statements, which were
prepared under using accounting policies generally accepted in the UK, have
been reported on by the group's auditor and delivered to the Registrar of
Companies in the UK. The report of the auditor was unqualified, did not include
a reference to any matters to which the auditor drew attention by way of
emphasis without qualifying its report and did not contain statements under
either Section 237(2) or Section 237(3) of the Companies Act 1985.
Accounting policies
The accounting policies that the group intends to apply for the year ending 30
November 2008 are set out in the separate document entitled "Restatement of
Financial Information under International Financial Reporting Standards". The
accounting policies have been applied consistently to all periods presented in
these interim group financial statements, subject to the exemptions contained
in IFRS 1 that the group has elected to use.
2. BUSINESS AND GEOGRAPHICAL SEGMENTS
Business segments
For management purposes, the group is currently organised into only one
business segment generating income from the group's three main revenue
categories of software sales, maintenance revenues and professional services.
Geographical segments
The group has only one geographical segment, being the United Kingdom.
3. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is based on the
following data:
Six month Six month
period period Year ended
ended ended
31 May 31 May 30 November
2008 2007 2007
£'000 £'000 £'000
As As restated
restated
Earnings
Earnings for the purposes of basic and
dilutes earnings
per share, being the net profit for
the period
attributable to the equity holders (1,152,140) (674,473) (2,404,934)
of the parent
====== ====== ======
Number Number Number
Number of shares
Weighted average number of ordinary
shares
for the purposes of basic earnings 66,613,483 45,396,450 48,849,846
per share
========== ========== ==========
Weighted average number of ordinary
shares
for the purposes of diluted earnings 66,613,483 45,396,450 48,849,846
per share
========== ========== ==========
4. CASH GENERATED FROM OPERATIONS
Six month Six month
period period Year ended
ended ended
31 May 31 May 30 Nov
2008 2007 2007
£'000 £'000 £'000
As restated As restated
Result from operating activities (1,052,447) (371,186) (2,014,233)
Adjustments for:
Profit on disposal of property, plant - - -
and equipment
_______ _______ _______
Operating cash flows before movements in (1,052,447) (371,186) (2,014,233)
working capital
Increase in inventories (29,815) (156,941) (283,302)
Decrease/(increase) in receivables 432,297 370,400 332,266
(Decrease)/increase in payables 155,175 537,667 487,264
_______ _______ _______
Cash used in operations (494,790) (360,860) (1,478,005)
====== ====== ======
5. Reconciliation of Net Assets and Loss under UK GAAP to IFRS (unaudited)
Reconciliation of loss Six months to Six months to Year ended
31 May 31 May 30 November
2008 2007 2007
£'000 £'000 £'000
Operating loss under UK GAAP (1,547,030) (674,473) (2,835,844)
Change in amortisation period of - - 71,535
goodwill (note (a) below)
Operating loss under IFRS (1,547,030) (674,473) (2,764,309)
Retained loss under UK GAAP (4,111,517) (2,342,889) (4,236,804)
Change in amortisation period of - - 71,535
goodwill (note (a) below)
Retained loss under IFRS (4,111,517) (2,342,889) (4,165,269)
31 May 2007 30 November 2007
UK GAAP Effect of IFRS UK GAAP Effect of IFRS
change change
£'000 £'000 £'000 £'000 £'000 £'000
Assets
Non current assets
Goodwill (note (a) - - - 2,099,765 71,535 2,171,300
below)
Intangible assets 133,625 - 133,625 1,491,026 - 1,491,026
Property, plant and 307,874 - 307,874 2,191,325 - 2,191,325
Investments 2,670,090 - 2,670,090 - - -
3,111,589 - 3,111,589 5,782,116 71,535 5,853,651
Current assets
Trade and other 1,302,001 - 1,302,001 683,570 - 683,570
receivables
Cash and cash - - - 14,442 - 14,442
equivalents
Inventory 406,453 - 406,453 532,814 - 532,814
1,708,454 - 1,708,454 1,230,826 - 1,230,826
Total assets 4,820,043 - 4,820,043 7,012,942 71,535 7,084,477
31 May 2007 30 November 2007
UK Effect of IFRS UK Effect of IFRS
change change
GAAP GAAP
£000's £000's £000's £000's £000's £000's
Liabilities
Current liabilities
Trade and other payables (1,645,302) - (1,645,302) (1,590,133) - (1,590,133)
Current tax 58,102 - 58,102 (69,560) - (69,560)
Financial liabilities - (30,881) - (30,881) (94,606) - (94,606)
borrowings
(1,618,081) - (1,618,081) (1,754,299) - (1,754,299)
Non-current liabilities
Financial liabilities - (22,303) - (22,303) (25,000) - (25,000)
borrowings
Total liabilities (1,640,384) - (1,640,384) (1,779,299) - (1,779,299)
Net assets 3,179,659 - 3,179,659 5,233,643 71,535 5,305,178
Shareholders' equity
Called up share capital 1,919,359 - 1,919,359 2,236,553 - 2,236,553
Share premium 3,531,375 - 3,531,375 5,745,970 - 5,745,970
Other reserve - merger 71,815 - 71,815 71,815 - 71,815
Other reserve - share 91,346 - 91,346 190,008 - 190,008
based payments
Accumulated losses (2,434,236) - 2,434,236 (4,236,803) 71,535 (4,165,268)
Total shareholders' 3,179,659 - 3,179,659 4,007,543 71,535 4,079,078
equity
Minority interests - - - 1,226,100 - 1,226,100
Total 3,179,659 - 3,179,659 5,233,643 71,535 5,305,178
There is no difference between UK GAAP and IFRS for the balance sheet as at 31 May 2007.
Explanation of reconciling differences between UK GAAP and IFRS
a. The goodwill arising from the acquisition of YourDay Inc. was previously
amortised under UK GAAP on a straight-line basis over its estimated useful
life of 20 years. This goodwill is no longer amortised, but is subject to
reviews for impairment.
VENUE SOLUTIONS HOLDINGS Plc
RESTATEMENT OF FINANCIAL INFORMATION UNDER INTERNATIONAL FINANCIAL REPORTING
STANDARDS
__________________________________________________________________________________________
Venue Solutions Holdings Plc will be reporting its financial results in
accordance with International Financial Reporting Standards as adopted by the
European Union ("IFRS") with effect from 1 December 2007.
The financial information in the interim group financial statements for the six
month period ended 31 May 2008 have been prepared in accordance with IFRS for
the first time, and the first annual report to be prepared in accordance with
IFRS will be for the year ended 30 November 2008.
The last set of group financial statements presented by the company under
United Kingdom Generally Accepted Accounting Practice ("UK GAAP") were for the
year ended 30 November 2007. The date of the transition to IFRS was therefore 1
December 2007.
The disclosures required by IFRS 1 concerning the transition from UK GAAP to
IFRS are given in this document, as follows.
VENUE SOLUTIONS HOLDINGS Plc
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
__________________________________________________________________________________________
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of
Venue Solutions Holdings Plc (the "company") and enterprises controlled by the
company (its "subsidiaries", together referred to as the "group"). The excess
of cost of acquisition over the fair values of the group's share of
identifiable net assets acquired is recognised as goodwill. Any deficiency of
the cost of acquisition below the fair value of identifiable net assets
acquired (a discount on acquisition) is recognised directly in the income
statement.
The purchase method of accounting is used to account for the acquisition of
subsidiaries by the group. The costs of an acquisition is measured as the fair
value of the assets given, equity instruments issued and liabilities incurred
or assumed at the date of exchange, plus costs directly attributable to the
acquisition. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are initially measured at fair
value at the acquisition date irrespective of the extent of any minority
interest.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
All intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of
the asset transferred.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation
and any recognised impairment losses.
Depreciation is charged so as to write off the cost of assets, other than land,
to their estimated residual values over their estimated useful lives, using the
straight-line method, on the following bases:
Leasehold improvements over four to five years
Network infrastructure over four to five years
Plant and machinery over four to five years
Office equipment over four to five years
Assets held under finance leases are depreciated over their expected useful
lives on the same basis as owned assets or, where shorter, the term of the
relevant lease.
The gain or loss arising on the disposal or retirement of an asset is
determined as the difference between the sales proceeds and the carrying amount
of the asset and is recognised in income. The incremental costs of staff
working on specific network projects are capitalised under network
infrastructure costs.
GOODWILL
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, liabilities and contingent liabilities of a subsidiary, associate or
jointly controlled entity at the date of acquisition. Goodwill on acquisition
of subsidiaries is separately disclosed. Goodwill on acquisition of associates
and jointly controlled entities is included in investment in associates and
jointly controlled entities.
Goodwill is recognised as an asset and reviewed for impairment at least
annually. Any impairment is recognised immediately in the income statement and
is not subsequently reversed.
On disposal of a subsidiary, associate or jointly controlled entity, the
attributable 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 has been
retained at the amount previously calculated under UK GAAP subject to being
tested for impairment at that date.
OTHER INTANGIBLE ASSETS
The Group capitalises costs it has incurred in developing software products for
eventual sale or licensing. Amortisation of the capitalised amounts begins when
the product is first sold or licensed and is calculated using the straight-line
method over three years. At the time of capitalisation and periodically
thereafter, reviews are performed to ensure that unamortised costs remain
recoverable from future revenues.
IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL
At each balance sheet date, the group reviews the carrying amounts of its
tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, the group estimates the
recoverable amount of the cash-generating unit to which the asset belongs. An
intangible asset with an indefinite useful life is tested for impairment
annually and whenever there is an indication that the asset may be impaired.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised on the group's
balance sheet when the group has become a party to the contractual provisions
of the instrument.
Trade receivables
Trade receivables are initially recognised at fair value and then subsequently
measured at amortised cost using the effective interest rate method. Trade
receivables do not carry any interest and are stated at their nominal value as
reduced by appropriate allowances for estimated irrecoverable amounts.
Financial liability 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.
Bank borrowings
Bank borrowings are initially recognised at fair value and then subsequently
measured at amortised cost using the effective interest rate method.
Interest-bearing bank loans and overdrafts are recorded at the proceeds
received, net of direct issue costs. Finance charges, including premiums
payable on settlement or redemption, are accounted for on an accrual basis and
are added to the carrying amount of the instrument to the extent that they are
not settled in the period in which they arise.
Trade payables
Trade payables are initially recognised at fair value and then subsequently
measured at amortised cost using the effective interest rate method. Trade
payables are not interest bearing and are stated at their nominal value.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received,
net of direct issue costs.
TURNOVER
Turnover represents the amount earned from the sale of goods and the provision
of services rendered during the year and is recognised on delivery.
Delivery is measured on product or systems installation contracts where the
Group has to install hardware, or has to design, develop or modify a software
product to suit the customer's requirements, on a percentage of completion
method by reference to the costs incurred to date and total costs estimated to
be incurred to fulfil the contracts.
ASSOCIATED UNDERTAKINGS
Undertakings in which the Group has a participating interest of not less than
20% in the voting capital and over which it exerts significant influence are
defined as associated undertakings. The financial statements include the
appropriate share of the results and reserves of these undertakings.
INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing the inventories to their present
location and condition. Net realisable value represents the estimated selling
price less all estimated costs to completion and costs to be incurred in
marketing, selling and distribution. Provision is made for obsolete and slow
moving items.
FOREIGN CURRENCIES
Assets and liabilities denominated in foreign currencies are translated at the
rate of exchange ruling at the balance sheet date. Transactions in foreign
currencies are recorded at the rate ruling at date of transaction. All
differences are taken to the profit and loss account.
TAXATION
The tax expense represents the sum of the current tax and the deferred tax
elements.
The current tax is based on taxable profit for the year. Taxable profit differs
from net profit as reported in the income statement because it excludes items
of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The group's
liability for current tax is calculated by using tax rates that have been
enacted or substantively enacted by the balance sheet date.
The Finance Bill 2007 received Royal Assent on 19 July 2007 and as a result the
tax rate applicable to the group in the United Kingdom for 2008/2009 will be
28% (2007/2008 and previous years: 30%).
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amount of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method. Deferred
tax liabilities are recognised for all taxable temporary 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 of goodwill or
from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction which affects neither the tax profit
nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in jointly
controlled entities, except where the group is able to control the reversal of
the temporary difference and it is probable that the temporary difference will
not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled. Deferred tax is
charged or credited in the income statement, except when it relates to items
credited or charged directly to equity, in which case the deferred tax is also
dealt with in equity.
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.
Assets held under finance leases are recognised as assets of the group at their
fair value or, if lower, at the present value of the minimum lease payments,
each determined at the inception of the lease. The corresponding liability to
the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance charges and reduction of lease
obligation so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged directly against income,
unless they are directly attributable to qualifying assets, in which case they
are capitalised in accordance with the group's general policy on borrowing
costs.
Rentals payable under operating leases are charged to income on a straight-line
basis over the term of the relevant lease. Benefits received and receivable as
an incentive to enter into an operating lease are also spread on a straight
line basis over the lease term.
SHARE-BASED PAYMENTS
The group has applied the requirements of IFRS 2: Share-based Payments. In
accordance with the transitional provisions, IFRS 2 has been applied to all
grants of equity instruments after 7 November 2002 that were unvested as of 1
January 2005.
The group issues equity-settled and cash-settled share-based payments to
certain employees. Equity-settled share-based payments are measured at fair
value at the date of grant. The fair value determined at the grant date of
equity-settled share-based payments is expensed on a straight-line basis over
the vesting period, based on the group's estimate of shares that will
eventually vest.
Fair value is measured by use of a binomial model. The expected life used in
the model has been adjusted, based on management's best estimate, for the
effect of non-transferability, exercise restrictions, and behavioural
considerations.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The group makes estimates and assumptions concerning the future. The resulting
accounting judgements will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below:
* Goodwill has been tested for impairment by comparing the amount of goodwill
against a multiple of forecast profit and/or revenue expected to be
generated in the future by the appropriate asset, cash-generating unit, or
business segment.
* The fair value of share-based payments is measured using a binomial model
which inherently makes use of significant estimates and assumptions
concerning the future applied by the directors.
* Deferred tax assets and liabilities are assessed on the basis of
assumptions regarding the future, the likelihood that assets will be
realised and liabilities will be settled, and estimates as to the timing of
those future events and as to the future tax rates that will be applicable.
END
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