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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Volution Group Plc | LSE:FAN | London | Ordinary Share | GB00BN3ZZ526 | ORD GBP0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -1.00 | -0.20% | 502.00 | 500.00 | 502.00 | 503.00 | 498.50 | 501.00 | 41,266 | 09:45:11 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Equip Rental & Leasing, Nec | 328.01M | 37.37M | 0.1889 | 26.47 | 994.9M |
From Jul 2019 to Jul 2024
TIDMFAN
RNS Number : 5275H
First Artist Corporation PLC
31 May 2011
31.05.11
FIRST ARTIST CORPORATION PLC
("First Artist" or "the Company" or "the Group")
Final Results for the year ended 30 November 2010
First Artist Corporation plc (AIM: FAN), a transatlantic media and entertainment company, is pleased to announce final results for the year ended 30 November 2010.
Chairman of First Artist, David Stoller, commented:
"The Group faced significant challenges during this reporting period, but the changes made during the year and after the balance sheet date, including the completion of the refinancing of the AIB facility, the sale of non-core business assets and the strategic investment by Pivot Entertainment, represent significant steps towards restoring the financial and management strength of the Group and our stated goal of reshaping the Group into a highly-focused media and entertainment company."
The restructuring and divestment activity during the year and after the balance sheet date includes;
-- Sale of Optimal Wealth Management in February 2010 to Conforto Financial Management Limited for GBP1.5m;
-- Disposal of the business and assets of First Artist Management Limited to James Grant Media Ltd for a consideration of GBP0.175m in February 2010;
-- Completion of the sale of First Artist Scandinavia A/S in July 2010 to local management for consideration of GBP0.6m, plus an earnout component valued at up to GBP37,500 linked to business achieved over the 2 years following completion;
-- Sale of The Finishing Touch (Corporate Events) Ltd in February 2011, to ExEvents Limited, a subsidiary of Rivington Street Holdings plc for cash consideration of GBP100,001. In addition, ExEvents has agreed to pay 50% of net profits generated by existing TFT customers over each of the next three years;
-- Integration of the theatre sponsorship activities of First Rights Limited into Dewynters Ltd, resulting in cessation of First Rights Ltd trading as a separate operation in October 2010;
-- Sale of First Artist Sport to Jon and Phil Smith for an initial consideration of GBP1 in May 2011. Additional consideration is payable to the Company equal to the sum of 5 percent of revenue generated in the years ended 30 November 2011 and 2012 in excess of GBP3 million; and
-- The rationalisation and restructuring of the Group will be complete with the winding up of the remaining operations of the Sport Division, being Promosport SrL, the Italian based football management agency.
Activity directed at restoring the financial and management strength of the Group following the end of the reporting period include:
-- Strategic investment by Pivot Entertainment of $4m (GBP2.5m) in the Group via a subscription for 9,900,000 new ordinary shares at a subscription price of 11 pence per share representing GBP1.1m and an unsecured loan for the remainder, being GBP1.4m;
-- Appointments of David Stoller as Executive Chairman and Jeremy Barbera as Chief Executive following the investment by Pivot Entertainment. Shirley Stapleton was also appointed to the Board as Finance Director;
-- Placing of 10m new ordinary shares at a price of 20 pence per share raising GBP2m (before expenses), in February 2011, followed in March by a further placing of 8.7m new ordinary shares at a price of 23 pence per share, which raised a further GBP2m (before expenses)
-- Conversion of Pivot Entertainment unsecured loan of GBP1.4m into 7.4m ordinary shares at a conversion price of 20 pence per share;
-- Conclusion of new GBP14.8 million revolving credit facility with Allied Irish Bank; achieving a reduction in the bank debt from the year end value of GBP18.0m; and
-- Appointment of Marcus Yeoman as non-executive Director, and the resignations of Jon and Phil Smith from the Board following the disposal of First Artist Sport Ltd in May 2011.
Enquiries:
First Artist Corporation Plc
Jeremy Barbera/David Stoller/ Shirley Stapleton Tel: +44 20 79930000
Seymour Pierce Limited
Stewart Dickson /Tom Sheldon Tel: +44 20 71078000
Bishopsgate Communications Limited
Deepali Schneider/Natalie Quinn/Duncan McCormick Tel: +44 20 75623350
firstartist@bishopsgatecommunications.com
CHAIRMAN'S STATEMENT
I am pleased to report the results of the First Artist Corporation ("the Group") for the year ended 30 November 2010. The period for which we report has seen the Group face significant challenges and undergo many changes as a consequence of the restructuring and divestments undertaken to refocus the Group on the core business of the Media Division, being the Dewynters Group (Dewynters Limited, Dewynters Advertising Inc., and Newman Displays), and Spot and Company of Manhattan, Inc., ("Spotco").
In December 2010, the Group received an approach from Pivot Entertainment LLC, ("Pivot"), a New York based entertainment marketing company whose principals have significant experience working in the performing and visual arts industry. This approach resulted in Pivot investing GBP2.5m ($4.0m) in the Group via a subscription for 9,900,000 new ordinary shares at a subscription price of 11 pence per share representing GBP1.1m, and an unsecured loan for the remainder, being GBP1.4m.
During the reporting period the Group breached its banking covenants governing the terms of the facilities provided by its bankers, Allied Irish Bank (GB), ("AIB"). Throughout the period, and subsequent to the balance sheet date AIB has continued to support the Group, leaving the existing facility in place, with a waiver of financial covenants until March 2011, when it was replaced with a GBP15.0m revolving credit facility, following the investment in the Group by Pivot and subsequent equity placements.
The Group announced in June 2009 that it was reviewing its options with regard to its non-core businesses, in keeping with its stated objectives of debt reduction and the redefinition of the Group with media as its principal focus.
In accordance with this strategy and the resultant restructuring programme, the Group completed the sale of Optimal Wealth Management ("OWM"), the sale of the business and assets of First Artist Management ("FAM"), both sold in February 2010, and the sale of First Artist Scandinavia A/S ("FAScan") in July 2010. First Rights Limited ("FRL") suffered a disappointing year and failed to achieve any significant business in the period. For this reason the Group took the decision to wind up the operations of FRL and it has now ceased trading.
Non-core businesses at the year end were the remaining parts of the Sports Division and the Group's loss making corporate events and party organising company, The Finishing Touch (Corporate Events) Limited ("TFT").
In February 2011, TFT was sold to ExEvents Limited, a subsidiary of Rivington Street Holdings plc, ("RSH") for cash consideration of GBP100,001. In addition, ExEvents has agreed to pay 50% of net profits generated by existing TFT customers over each of the next three years. This disposal has resulted in an impairment of the goodwill value of TFT of GBP2.9m. The intention remains to complete the rationalisation and restructuring of the Group with the winding up and/or disposal of the remaining operations of the Sport Division, being First Artist Sport Limited ("FAS"), and Promosport SrL ("Promo"), the UK and Italian based football management agencies. This was partially concluded in May 2011, with FAS being sold to Jon and Phil Smith for a nominal cash consideration of GBP1, plus additional consideration pertaining to future revenue generated in excess of GBP3 million over the next two years.
Adjusted EBITDA (EBITDA pre exceptional administrative expenses) for the year from continuing operations was GBP0.555m compared to GBP3.507m for the 15 months ended 30 November 2009.
Performance across the Media Division as a whole was down compared with the previous period. Media contributed an adjusted EBITDA of GBP2.727m (15 months ended November 2009: GBP5.749m).
The Dewynters Group faced a challenging year with a decline in revenue and operating profit compared to the previous 15 month period. However, Dewynters continues to benefit from advertising and marketing a number of successful and long running West End shows including Phantom of the Opera, Lion King, Mamma Mia!, Les Miserables, We Will Rock You, Priscilla Queen of the Desert, Chicago, Grease, Avenue Q, as well as the Royal Opera House and The English National Opera Company. Dewynters also provided support to new productions during the reporting period, which includes Flashdance and several smaller productions and touring shows. In addition, Dewynters launched the new musical production Love Never Dies in Spring 2010 and announced a further three musical productions being Wizard of Oz, Betty Blue Eyes and Ghost The Musical which are expected to open in Spring/Summer 2011. The strength of Dewynters' long standing relationships with existing clients remains a keystone for future development of the Group.
On a like for like basis, Newmans Displays Ltd achieved a small growth in revenue in the year when compared to the period ended November 2009, although EBITDA showed a marginal decline. The film premieres that have had the most success this year included Sherlock Holmes, Sex and the City II and Harry Potter and the Deathly Hallows as well as Gulliver's Travels and various film projects at Cannes. The company lost some business from the cancellation of two film premieres due to the Icelandic volcanic eruption during the Spring 2010.
Dewynters Advertising Inc's level of trading was down as merchandise and brochure retail sales have suffered during the economic downturn in the USA and the closure in October 2010 of the long running touring production of Phantom of the Opera. New merchandising contracts were won which included the Broadway musical La Cage Aux Folles and sporting events such as the US Tennis Association Open and the New York City Marathon.
SpotCo delivered a strong result for the year from its award winning client base. Shows supported by SpotCo won 19 out of 26 Tony Awards including the 4 top awards; Best Musical for Memphis, Best Musical Revival for La Cage Aux Folles, Best Play for Red and Best Revival of a Play for Fences. During the reporting period, SpotCo was awarded the media buying for both the Radio City Christmas Spectacular and Wintuk by Madison Square Garden adding to the creative services already provided to them. SpotCo's Interactive department continued to grow, creating websites for the films, The King's Speech and The Company Men, as well as increasing the interactive media business for its Broadway clients.
Despite having negotiated the successful presenting sponsorship with Chambord and sponsoring Breakfast at Tiffany's in the 2009 year, First Rights Ltd failed to develop the model sufficiently to justify maintaining it as a stand-alone operation. The business has therefore ceased trading on 31 October 2010 and its activities have been integrated within those of Dewynters Ltd.
It has been announced previously that the Sport Division, comprising FAS, FAScan, and Promo would be restructured. To this end, Promo has ceased trading and remains in run-off whilst outstanding debtors and accrued income are recouped. FAScan was sold to the local Scandinavian management team with effect 1 July 2010, leaving FAS as the remaining trading arm of the Sport Division in 2010.
As previously reported, FAS experienced a disappointing trading window in January 2010. This was followed by limited activity in the summer trading window. The highlights of the summer window included the transfer of Jermaine Beckford to Everton, the transfers of Stipe Pletikosa and Niko Kranjcar to Tottenham Hotspur, Victor Obinna and Lars Jacobsen to West Ham United and Andy O'Brien to Bolton. As described above, FAS was subsequently sold in May 2011 to Jon and Phil Smith.
Despite showing some signs of recovery after the difficult trading experienced in the previous reporting period, TFT failed to achieve an improvement in its performance during this reporting period, and the decision was made to identify a structural solution for the business. In February 2011, we announced the sale of TFT to ExEvents Ltd, a subsidiary of RSH Plc. The sale of TFT is another step towards our stated goal of reshaping the Group as a highly focused profitable media and entertainment business.
David Stoller
Chairman
31 May 2011
OPERATING AND FINANCIAL REVIEW
Hot Features
Premium
15 months
Year ended ended 30
30 November November
Consolidated Income Statement 2010 2009
Continuing operations GBP000 GBP000
REVENUE 73,817 90,635
Cost of sales (56,257) (67,964)
GROSS PROFIT 17,560 22,671
Administrative expenses (21,671) (21,623)
OPERATING (LOSS) / PROFIT (4,111) 1,048
Finance income 569 61
Finance costs (1,997) (2,500)
------------ ---------
LOSS BEFORE TAXATION (5,539) (1,391)
Taxation 250 (225)
LOSS FOR THE YEAR / PERIOD FROM CONTINUING
OPERATIONS (5,289) (1,616)
Discontinued operations
Loss for the year / period from discontinued
operations (2,523) (4,701)
LOSS FOR THE YEAR / PERIOD (7,812) (6,317)
Outline of Continuing Operations
The Media segment comprises the Dewynters Group SpotCo and First Rights Limited. During the reporting period, the operations of the Media division experienced a downturn in trading, generating EBITDA of GBP2.73 million, (15 months ended 30 November 2009: GBP5.75 million) compared to GBP3.51 million, (being the 2009 result restated on a 12 month basis for comparison purposes).
EBITDA for the Dewynters Group for the year was GBP1.59 million (15 months ended 30 November 2009: GBP3.30 million). Dewynters Limited produced EBITDA for the year of GBP1.04 million (15 months ended 30 November 2009: GBP2.20 million). Dewynters Advertising Inc. for the year traded with an EBITDA of GBP0.10 million (15 months ended 30 November 2009: GBP0.44 million). Newmans Displays Limited operated with an EBITDA of GBP0.45 million (15 months ended 30 November 2009: GBP0.66 million).
SpotCo generated an EBITDA of GBP1.27 million (15 months ended 30 November 2009: GBP2.55 million).
First Rights produced an EBITDA for the year of GBP(0.13) million (15 months ended 30 November 2009: GBP(0.10) million). Following a review of the performance and the outlook for First Rights Limited, the company concluded the prospects did not warrant maintaining a separate operation for theatre sponsorship and the activities of First Rights were integrated into Dewynters Limited. As a result, First Rights Limited ceased trading on 30 October 2010.
The Events division, comprising TFT continued to experience difficult trading conditions despite being awarded several contracts for educational events, a large public sector contract and further foreign based conferences. EBITDA for TFT was GBP(0.26) million for the year (15 months ended 30 November 2009: GBP(0.06) million). The Group recognised an impairment charge in respect of its goodwill in TFT of GBP2.90 million, which arose due to the sale of the business post year end.
Exceptional Costs (excluding depreciation, amortisation and impairment)
Exceptional costs for the continuing business were GBP0.26m for the year, compared to last period of GBP0.49 million, which are the costs associated with the restructuring of the Corporation.
Amortisation and Impairment
Amortisation and impairment costs for the year are GBP3.89 million for the year, GBP0.85 million for the Dewynters and SpotCo intangible asset (customer relationships and brands) amortisation in the year, and GBP3.04 million for the impairment of goodwill, being an impairment of GBP2.90 million against TFT and GBP0.14 million against Yell Communications.
Finance Costs
Finance Costs for the year amount to GBP2.00 million (15 months ended 30 November 2009: GBP2.50 million). The largest contributors to this figure were GBP0.82 million in interest on bank loans, GBP0.48 million of unwinding of discounting on deferred consideration and GBP0.37 million of foreign exchange losses on deferred consideration (15 months ended 30 November 2009: GBP1.42 million, GBP0.88 million and GBP0.13 million gain respectively). This is offset by finance income of GBP0.50 million due to the early settlement of loan notes to the vendors of Dewynters Group (see Deferred Consideration below).
Earnings Per Share
Basic loss per share for continuing operations for the year is 17.66p (15 months ended 30 November 2009: 8.43p). The basic loss per share for discontinued operations for the year is 8.42p (15 months ended 30 November 2009: 24.52p).
Key Performance Indicators
A number of percentage-based KPIs are used for internal reporting purposes, relating to gross profit, operating profit and personnel costs. KPIs are also calculated on staff numbers to give gross profit and operating profit per head.
The EBITDA of Dewynters Group as a percentage of gross salaries for 2010 decreased to 27% (2009: 49%) although this is driven by the fall in turnover, not a result of increased costs. The similar KPI for SpotCo shows an adverse fall to 25% for 2010 (2009: 51%) and again, the trading results show this to be case of the downturn in turnover.
Outline of Discontinued Operations
Discontinued operations include OWM, FAM, and the Sport Division, being FAS, FAScan and Promo. During the year, the Group completed the disposals of OWM, FAM and FAScan, with Promosport and FAS remaining part of the Group at the yearend pending conclusion of the previously announced restructuring of the Sport Division.
OWM was sold to Conforto Financial Management Limited ("Conforto") on 2 February 2010. The terms of this disposal included cash consideration, payable in instalments, of GBP1.5 million. In November 2010, Conforto was put into Administration, at which time the final instalment of deferred consideration of GBP100,000 remained outstanding. The Directors believe it is unlikely that the company will recover any of this amount, and the balance was written off in the reporting period.
On 12 February 2010, the Group completed the sale of the business and assets of FAM to James Grant Media Limited for a net cash consideration of GBP175,000 including GBP37,000 in deferred consideration.
Sport Division
As part of the company's strategy to refocus Group activities on the core Media division, the Sport division is undergoing a restructuring programme. As part of this programme FAScan was sold on 1 July 2010 to management of that entity for an initial cash settlement of GBP1 and deferred consideration amounts payable over two years of GBP600,000 plus and additional earnout component of up to GBP37,500 linked to the level of business achieved over the two year period following completion. As at year end, a payment of GBP300,000 had been received by the company in respect of this sale, split between GBP175,000 cash, and GBP125,000 of liabilities offset as per the sale and purchase agreement.
Promosport is being held in run-off whilst all outstanding debtors and accrued income are recouped. During the year EBITDA amounted to GBP(0.78) million (15 months ended 30 November 2009: GBP0.91 million) which includes GBP0.65 million in respect of accrued income and irrecoverable debtors being written off (15 months ended 30 November 2009: GBP0.75 million) and ongoing running costs whilst Promosport is being wound up.
FAS continued to trade within the Group and generated an EBITDA of GBP(0.56) million during the year, (15 months ended 30 November 2009: GBP0.08 million). As the business is not a natural fit with the media-focused strategy now being pursued, the company was sold to Jon and Phil Smith on 19 May 2011 for an initial cash consideration of GBP1 and additional consideration of a percentage on excess revenue earned over GBP3 million in the following two trading years. For more information please see Note 27 to the accounts.
Shareholders' Funds
Shareholders Funds have declined from GBP3.08m as at 30 November 2009 to a deficit of GBP(4.38)m at the year end. This decline is largely attributable to the loss in the year of GBP7.81 million, offset by a GBP0.32 million credit movement in the foreign exchange reserve.
Cash Flow
Cash flow generated from operating activities was GBP0.47 million compared to GBP7.01 million in 2009. The Company received GBP1.31 million on the disposal of subsidiaries mentioned above and paid out GBP3.37 million in relation to financing activities. This comprises GBP1.00 million paid in borrowings, GBP1.50 million paid in loan notes and GBP0.88 million paid in bank interest through out the year. This has contributed to the cash position of the Group falling by GBP2.00 million from the last reporting period.
A working capital facility of GBP1.7m was made available as part of the continuing banking facility agreement, with an interest rate of 4.00% above Allied Irish Bank's base rate being applied.
Due to the trading circumstances of the Group, all banking covenants have been breached at the year end, which results in all bank borrowings to be reclassified as payable immediately.
The bank net debt is as follows:
2010 2009
GBP000 GBP000
Current:
On demand or within one year
Bank overdrafts 1,960 939
Bank loan - senior variable rate loan 6,200 1,000
Mezzanine loan 4,016 3,888
Bank loan - senior term loan B 5,779 -
17,955 5,827
In the second year
Bank loan - senior variable rate loan - 960
- 960
In the third to fifth years inclusive
Bank loan - senior variable rate loan - 5,200
Bank loan - senior term loan B - 5,524
-------- --------
- 10,724
Cash at bank (3,284) (4,116)
14,671 13,395
-------- --------
The level of gearing has increased to 142% (2009: 81%). This is calculated using Borrowings / Net Assets (or Shareholders' Funds). The level of net debt has increased from GBP13.40 million to GBP14.67 million. There was significant fund raising after the balance sheet date to aid the Group in operations going forward. A total of 28.6 million shares were issued between December and March 2011, further details are provided in Note 27. These funds were used to reduce a portion of the debt within the Group by GBP2.98 million in February and March 2011.
A new four year revolving facility bank agreement was agreed with AIB on 26 April 2011 that replaces the existing facilities. The full amount is payable 4 years from the first drawdown date. Interest is payable for the loan facility at a rate of LIBOR +3% for the first two years of the agreement, LIBOR +4% for the third year and LIBOR +5% for the fourth and final year.
Deferred Consideration
30 November 2010 30 November 2009
GBP'000 GBP'000
Due within one year (5,407) (4,042)
Between one and two years (868) (2,772)
Between two and five years (98) (2,123)
(6,374) (8,937)
Deferred consideration relates to actual amounts owed and provisions for future payments due to the vendor of SpotCo as detailed in the terms of the acquisition agreement dated 8 August 2008. An agreement was reached with the vendor to defer settlement of amounts which were due on 31 October 2010 totalling $4.15 million (GBP2.66 million) until January 2011.
SpotCo achieved the second year performance targets thereby crystallising the liability in relation to earn-out consideration of $2.5 million payable to the vendor on 31 October 2011.
The final loan notes in respect of deferred consideration relating to the acquisition of Dewynters were payable on 30 June 2010 in the amount of GBP1.50 million and GBP0.47 million on 31 January 2011. In consideration of early settlement of this liability, a discount was agreed with the vendors to accept GBP1.50 million in full settlement of both loan notes on 18 June 2010.
Risks Associated with the Group
The Group is not currently subject to any material, legal or economic restrictions on the ability of its subsidiaries to transfer funds to the Company in the form of dividends, loans or advances.
The Group is subject to a number of macroeconomic factors, as is the rest of the economy, such as foreign exchange rate fluctuations, which are outside of the Company's sphere of influence. The Group does not partake in hedging any borrowings at present in either Pound Sterling, Euros or US Dollars and so foreign exchange rates are considered as a principal risk within the structure of the Group.
The Group are also at risk from interest rate fluctuations although this has been addressed by the Directors in negotiating more favourable terms for the banking facilities being provided by Allied Irish Bank.
The Group recognises that there is a risk for the core continuing operations pertaining to the relationships it has with key producers of West End/Broadway shows and in some cases, the establishments themselves. If these relationships, for any reason, cease to yield any further business, while the loss of them will not be sufficient to be detrimental to the going concern of the subsidiary businesses, they would have an adverse effect on the trading results and therefore the Group results. The theatre advertising market continues to be susceptible to the pressures that a slump in the economic climate would cause, similar to the large majority of industries.
The Group recognises that it has key relationships with operational management within subsidiaries in the Group. In order to counteract this risk, the Directors are partaking in exercises to compile a plan of succession to these positions and to spread the operational duties around the Group, including cross-fertilisation of roles between the two core businesses of Dewynters and SpotCo so that the onus is not entirely on said individuals.
The Group's bank borrowings are subject to a number of financial covenants based upon the EBITDA interest cover, the ratio between total borrowings and adjusted EBITDA and the ratio between cash flow and total borrowings. As at 30 November 2010, the Company were in breach of those covenants,. This has been countered as noted in the post balance sheet events review via the subsequent investments from outside parties and the re-negotiation of the terms of the bank borrowings of GBP14.8 million with Allied Irish Bank.
Jeremy Barbera
Chief Executive Officer
31 May 2011
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIRST ARTIST CORPORATION PLC
We have audited the group and parent company financial statements ("the financial statements") on pages 20 to 80. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As more fully explained in the Directors' Responsibilities Statement set out on page 18, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/UKNP/.
Opinion on financial statements
In our opinion
-- the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 November 2010 and of the group's loss for the year then ended;
-- the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
-- the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Emphasis of matter
In forming our opinion on the Financial Statements, which is not qualified, we have considered the adequacy of the going concern disclosure set out on page 27 in the financial statements which details that the company was in breach of its banking covenants at 30 November 2010. The Group also had net liabilities totalling GBP4,375k as at that date and made a loss in the year then ended of GBP7,812k. Following the year end, the Group has gone through a significant period of restructuring, including re-negotiations of its borrowing facilities, share placements and the disposals of two loss making subsidiaries. Whilst the Directors believe that the going concern basis is appropriate, the additional financing required to meet deferred consideration payments within the next 12 months, the use of optimistic estimates in the cash flow forecasts and the continuing difficult trading conditions indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
-- the parent company financial statements are not in agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
DAVID CLARK (Senior Statutory Auditor)
For and on behalf of BAKER TILLY UK AUDIT LLP, Statutory Auditor
Chartered Accountants
25 Farringdon Street
London ,EC4A 4AB
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 NOVEMBER 2010
15 months
Year ended ended 30
30 November November
2010 2009
Continuing operations Note GBP000 GBP000
REVENUE 1 73,817 90,635
Cost of sales 5 (56,257) (67,964)
GROSS PROFIT 17,560 22,671
Administrative expenses 5 (21,671) (21,623)
EBITDA before exceptional administrative
expenses 555 3,507
Exceptional administrative expenses 2 (256) (493)
Depreciation 10 (517) (831)
Amortisation of intangible assets 9 (853) (985)
Impairment of goodwill and available-for-sale
investments 9 (3,040) (150)
OPERATING (LOSS) / PROFIT (4,111) 1,048
Finance income 3 569 61
Finance costs 4 (1,997) (2,500)
------------ ---------
LOSS BEFORE TAXATION (5,539) (1,391)
Taxation 7 250 (225)
LOSS FOR THE YEAR / PERIOD FROM CONTINUING
OPERATIONS (5,289) (1,616)
Discontinued operations
Loss for the year / period from discontinued
operations 17 (2,523) (4,701)
LOSS FOR THE YEAR / PERIOD (7,812) (6,317)
The loss is attributable to the equity
holders of the parent
Loss per share (pence)
Basic loss per share
From continuing operations (17.66) (8.43)
From discontinued operations (8.42) (24.52)
Total operations 8 (26.08) (32.95)
Diluted loss per share
From continuing operations (17.66) (8.43)
From discontinued operations (8.42) (24.52)
Total operations 8 (26.08) (32.95)
15 months
Year ended ended 30
30 November November
2010 2009
GBP000 GBP000
LOSS FOR THE YEAR / PERIOD (7,812) (6,317)
Other comprehensive income:
Currency translation differences 317 (57)
Deferred taxation on share options - (63)
Other comprehensive income for the year/period 317 (120)
Total comprehensive income for the year/period (7,495) (6,437)
2010 2009
Note GBP000 GBP000
NON-CURRENT ASSETS
Goodwill and intangible assets 9 20,453 25,170
Property, plant and equipment 10 1,492 1,822
Available-for-sale investments 11 58 58
22,003 27,050
CURRENT ASSETS
Inventories 12 433 547
Trade and other receivables 13 9,095 10,270
Cash and cash equivalents 3,284 4,116
12,812 14,933
Assets of disposal group classified as
held-for-sale 17 1,080 5,707
13,892 20,640
TOTAL ASSETS 35,895 47,690
CURRENT LIABILITIES
Trade and other payables 14 (12,788) (13,544)
Current taxation liabilities (132) (439)
Borrowings 15 (17,955) (5,827)
Provisions 16 (2,759) (4,042)
(33,634) (23,852)
Liabilities of disposal group classified
as held-for-sale 17 (1,002) (2,001)
(34,636) (25,853)
NET CURRENT LIABILITIES (20,744) (5,213)
NON-CURRENT LIABILITIES
Deferred taxation 18 (2,020) (2,178)
Borrowings 15 - (11,684)
Provisions 16 (3,614) (4,895)
(5,634) (18,757)
TOTAL LIABILITIES (40,270) (44,610)
NET (LIABILITIES) / ASSETS (4,375) 3,080
EQUITY
Called up share capital 19 749 748
Share premium 7,774 7,768
Capital redemption reserve 15 15
Share option reserve 217 246
Retained earnings (13,230) (5,480)
Own shares held 19 (259) (259)
Foreign exchange reserve 359 42
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS
OF THE PARENT (4,375) 3,080
The financial statements on pages 20 to 69 were approved by the board of Directors and authorised for issue on 24 May 2011 and are signed on its behalf by:
David Stoller
Director
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 NOVEMBER 2010
1 BUSINESS AND GEOGRAPHICAL SEGMENTS
Business segments
For management purposes, the Group is currently organised into two operating segments - Media and Events. These divisions are the basis on which the Group reports its primary segment information. During the prior period the Entertainment/Sport division was discontinued (see note 17) and was presented as held-for-sale. Subsequent to the year end the Events division (comprising The Finishing Touch (Corporate Events) Limited) was sold leaving the Media division as the principal operating segment.
Principal continuing activities are as follows:
Media - marketing, design, advertising, promotions, digital media services, publishing and merchandising and sponsorship.
Events - full event planning and management services, venue finding.
Segment information for continuing operations of the
Group for the year ended 30 November 2010 is presented
below:
Media Events Unallocated Group
GBP000 GBP000 GBP000 GBP000
Revenue
Revenue revenue 71,406 2,411 - 73,817
Result
Adjusted EBITDA 2,727 (263) (1,909) 555
Exceptional administrative
expenses - - (256) (256)
Depreciation (438) (11) (68) (517)
Amortisation and impairment (853) (3,040) - (3,893)
Operating profit/(loss) 1,436 (3,314) (2,233) (4,111)
Finance income - - 569 569
Finance costs - - (1,997) (1,997)
Profit/(loss) before tax and
discontinued operations 1,436 (3,314) (3,661) (5,539)
Unallocated (expenses)/income above include all Head
Office costs (such as directors' remuneration, wages
and salaries, office rentals and other corporate administrative
overheads).
1 BUSINESS AND GEOGRAPHICAL SEGMENTS (continued)
Discontinued
Media Events operations Unallocated Group
GBP000 GBP000 GBP000 GBP000 GBP000
Capital
additions:
Property,
plant and
equipment 135 - - 66 201
Balance sheet:
Assets
Segment assets 32,248 1,568 1,080 999 35,895
Liabilities
Segment
liabilities (11,105) (1,856) (1,002) (26,307) (40,270)
Segment information for continuing operations of the
Group for the period ended 30 November 2009 is presented
below:
Media Events Unallocated Group
GBP000 GBP000 GBP000 GBP000
Revenue
Revenue 87,537 3,098 - 90,635
Result
Adjusted EBITDA 5,749 (56) (2,186) 3,507
Exceptional administrative expenses (216) - (277) (493)
Depreciation (742) (16) (73) (831)
Amortisation and impairment (1,075) - (60) (1,135)
Operating profit/(loss) 3,716 (72) (2,596) 1,048
Finance income - - 61 61
Finance costs - - (2,500) (2,500)
Profit/(loss) before tax and
discontinued operations 3,716 (72) (5,035) (1,391)
Unallocated corporate (expenses)/income above include
all Head Office costs (such as directors remuneration,
wages and salaries, office rentals and other corporate
administrative overheads).
1 BUSINESS AND GEOGRAPHICAL SEGMENTS (continued)
Discontinued
Media Events operations Unallocated Group
GBP000 GBP000 GBP000 GBP000 GBP000
Capital additions:
Intangible assets 10,502 - - - 10,502
Property, plant and
equipment 277 11 - 43 331
Balance sheet:
Segment assets 37,004 3,992 5,707 987 47,690
Total assets 37,004 3,992 5,707 987 47,690
Liabilities
Segment liabilities (15,261) (1,155) (2,001) (26,193) (44,610)
Total liabilities (15,261) (1,155) (2,001) (26,193) (44,610)
Geographical segments
The Group's principal operations are located in the UK and the USA.
The following table provides an analysis of the Group's sales by geographic market:
Revenue by geographical market
15 months ended
Year ended 30 November
30 November 2010 2009
GBP000 GBP000
United Kingdom 32,476 42,312
USA 41,341 48,323
73,817 90,635
1 BUSINESS AND GEOGRAPHICAL SEGMENTS (continued)
The following is an analysis of the carrying amount
of segment net assets/(liabilities) analysed by the
geographical area in which the assets/(liabilities)
are located:
Carrying amount of segment
net assets/(liabilities) Capital additions
15 months
Year ended ended 30
2010 2009 30 November November
GBP000 GBP000 2010 GBP000 2009 GBP000
- United Kingdom (14,467) (6,982) 91 110
USA 10,092 10,062 110 10,723
(4,375) 3,080 201 10,833
Included within USA segment net assets is goodwill totalling GBP6,904k (2009: GBP6,552k) and intangibles totalling GBP2,520k (2009: GBP3,052k) in respect of Spot and Company of Manhattan Inc. Deferred consideration and borrowings for this acquisition are deemed to be liabilities of the United Kingdom segment.
EXCEPTIONAL Year ended 15 months ended 30
ADMINISTRATIVE 30 November 2010 November 2009
2 EXPENSES GBP000 GBP000
Acquisition related costs and
bonuses - 283
Restructuring costs 256 97
Redundancy costs - 90
Relocation costs - 23
256 493
Included within redundancy costs are GBPnil (2009:
GBP90,000) payable as compensation for loss of office.
Year ended 15 months ended 30
30 November 2010 November 2009
3 FINANCE INCOME GBP000 GBP000
Bank interest received 69 61
Credit on early
settlement of loan
notes (note 15) 500 -
569 61
Year ended 15 months ended 30
30 November 2010 November 2009
1 FINANCE COSTS GBP000 GBP000
Bank interest 27 28
Interest on bank loans 818 1,415
Other interest 30 26
Amortisation of issue costs of bank
loan 95 311
Unwinding of discounting on
deferred consideration (note 16) 481 878
Foreign exchange loss/(gain) on
borrowings 180 (29)
Foreign exchange loss/(gain) on
deferred consideration (note 16) 366 (129)
1,997 2,500
2 EXPENSES BY NATURE AND AUDITOR'S REMUNERATION
Year ended 30 November 2010
Continuing Discontinued
operations operations Total
GBP000 GBP000 GBP000
Media, marketing and promotional
services 55,598 18 55,616
Staff costs (note 6) 11,707 1,892 13,599
Depreciation, amortisation and
impairment 4,410 70 4,480
Exceptional administrative expenses
(note 2) 256 - 256
General office expenses 3,207 1,669 4,876
Operating lease payments 1,208 104 1,312
Foreign exchange loss 56 67 123
Professional costs 876 177 1,053
Travelling 610 279 889
Total cost of sales and administrative
expenses 77,928 4,276 82,204
15 months ended 30 November 2009
Continuing Discontinued
operations operations Total
GBP000 GBP000 GBP000
Media, marketing and promotional
services 66,519 247 66,766
Staff costs (note 6) 13,701 4,427 18,128
Depreciation, amortisation and
impairment 1,966 4,190 6,156
Exceptional administrative expenses
(note 2) 493 748 1,241
General office expenses 3,867 2,096 5,963
Operating lease payments 1,515 216 1,731
Foreign exchange loss 52 51 103
Professional costs 887 239 1,126
Travelling 587 621 1,208
Total cost of sales and administrative
expenses 89,587 12,835 102,422
5 EXPENSES BY NATURE AND AUDITOR'S REMUNERATION (continued)
During the year the Group obtained the following services from the Company's auditors and its associates:
Year ended 15 months
30 November ended 30 November
2010 2009
GBP000 GBP000
Audit fees
- statutory audit of the Group accounts
and parent company 50 80
- statutory audit of the Company's
subsidiaries pursuant to legislation 115 135
Tax compliance services 17 -
Other services
- interim review 25 40
207 255
1 EMPLOYEES AND DIRECTORS
The average monthly number of 15 months
employees (including Year ended ended
executive directors and 30 November 30 November
discontinued operations) 2010 2009
was: Number Number
Services and promotion 187 266
Professional and administrative 66 71
253 337
Staff costs for above
persons, included in
administrative expenses and
discontinued operations: GBP'000 GBP'000
Wages and salaries 11,327 14,769
Social security costs and other
benefits 1,109 1,337
Other pension costs (defined contribution) 432 595
Share based payments 33 46
12,901 16,747
Staff costs for above
persons, included in cost of
sales:
Wages and salaries 658 1,306
Social security costs 40 75
698 1,381
6 EMPLOYEES AND DIRECTORS (continued)
DIRECTORS' REMUNERATION
The remuneration of Directors is set out below.
Year ended
30 November 15 months ended
2010 30 November 2009
Recognised in the income statement GBP000 GBP000
Emoluments 681 865
Compensation for loss of office (see note
2) - 90
Pension contributions 29 93
Total remuneration 710 1,048
Highest paid director:
Emoluments 255 328
Pension contributions 13 76
268 404
The number of directors for whom benefits were accruing under defined contribution pension schemes was 3 (2009: 3). The number of directors who exercised share options in the period was nil (2009: Nil).
KEY MANAGEMENT PERSONNEL
The key management within the Group are the directors as noted above and in the directors' report (2009: included Company Secretary).
The emoluments of key management personnel are as follows:
15
Year months
ended 30 ended 30
November November
Recognised in the income 2010 2009
statement GBP000 GBP000
Short term employee benefits 681 1,178
Pension 29 93
Share based payments 22 39
Total remuneration 732 1,310
Number of key management
personnel Number Number
Directors 3 5
Other key management - 1
3 6
Year ended 15 months
30 ended 30
November November
2010 2009
1 TAXATION GBP000 GBP000
Current tax:
UK corporation tax on losses of the year/period - 181
Overseas tax on losses of the year/period - 117
Adjustment in respect of previous periods (24) -
Total current tax (24) 298
Deferred tax:
Deferred tax credit for the year/period (note 18) (226) (73)
Total deferred tax (226) (73)
Tax (credit)/charge on loss of ordinary activities (250) 225
15 months
Year ended ended
30 November 30 November
Factors affecting the tax (credit)/charge 2010 2009
for the year/period: GBP000 GBP000
The tax assessed for the year/period
differs from the standard average
rate of corporation tax in the
UK 28% (2009: 28%). The differences
are explained below:
Loss on ordinary activities before
tax (5,539) (1,391)
Loss on ordinary activities multiplied
by standard average rate of corporation
tax in the UK 28% (2009: 28%) (1,551) (389)
Effects of:
Expenses not deductible for tax
purposes 171 283
Depreciation on non qualifying
assets 12 62
Unwinding of discount on deferred
consideration 135 246
Difference in tax rates on overseas
earnings 17 19
Adjustment in respect of previous
periods (24) -
Losses not utilised 139 -
Impairment of goodwill 851 -
Share-based payments - 13
Other movements - (9)
Total tax (credit)/charge for the
year/period (250) 225
A deferred tax asset of approximately GBP139k (2009: nil) has not been recognised due to uncertainty over future profitability.
Taxation is calculated at the rates prevailing in the respective jurisdictions. The standard tax rates in each jurisdiction are 40% in the United States, 28% in the United Kingdom, 28% in Denmark and 35% in Italy.
4 LOSS PER SHARE
The calculations of loss per share are based on the following losses and number of shares:
Year ended
30 November 15 months ended
Losses attributable to equity holders of 2010 30 November 2009
the company GBP000 GBP000
For basic and diluted loss per share
Loss from discontinued operations (2,523) (4,701)
Loss from continuing operations (5,289) (1,616)
Loss for financial year / period (7,812) (6,317)
Number of shares Number Number
Weighted average number of ordinary shares
for the purposes of basic earnings per
share 29,948,108 19,172,788
============= ==================
Weighted average number of ordinary shares
for the purposes of diluted earnings per
share 29,948,108 19,172,788
============= ==================
The dilutive effect of share options does not impact loss per share. In the event of the Group becoming profitable, the share options in issue would have a dilutive effect for those options 'above water'.
Loss per share (pence)
Basic loss per share
From continuing operations (17.66) (8.43)
From discontinued operations (8.42) (24.52)
Total operations (26.08) (32.95)
Diluted loss per share
From continuing operations (17.66) (8.43)
From discontinued operations (8.42) (24.52)
Total operations (26.08) (32.95)
1 1 GOODWILL AND INTANGIBLE ASSETS
Customer
Brands relationships Purchased goodwill Total
GBP000 GBP000 GBP000 GBP000
Cost
1 September 2008 2,265 2,106 19,625 23,996
Additions 1,819 2,074 6,609 10,502
Adjustment to
consideration
(note 16) - - (1,252) (1,252)
Transfer to
disposal group
held-for-sale
(note 17) - - (5,960) (5,960)
Foreign exchange
differences (16) (18) (57) (91)
Disposal on
termination of
business - - (253) (253)
1 December 2009 4,068 4,162 18,712 26,942
Adjustment to
consideration
(note 16) - - (1,342) (1,342)
Foreign exchange
differences 97 111 352 560
30 November 2010 4,165 4,273 17,722 26,160
Amortisation
1 September 2008 - 702 - 702
Charged in the
period 217 768 - 985
Impairment charge - - 4,172 4,172
Transfer to
disposal group
held-for-sale
(note 17) - - (3,828) (3,828)
Foreign exchange
differences (2) (4) - (6)
Disposal on
termination of
business - - (253) (253)
1 December 2009 215 1,466 91 1,772
Charged in the year 208 645 - 853
Impairment charge - - 3,040 3,040
Foreign exchange
differences 12 30 - 42
30 November 2010 435 2,141 3,131 5,707
Net book value
30 November 2010 3,730 2,132 14,591 20,453
30 November 2009 3,853 2,696 18,621 25,170
1 September 2008 2,265 1,404 19,625 23,294
Goodwill relates to the anticipated profitability and future operating synergies arising on the acquisition of subsidiaries. Adjustments to consideration of GBP1,342k (2009: GBP1,252k) relate to a reduction in the estimation of deferred consideration payable on acquisitions (note 16).
9 GOODWILL AND INTANGIBLE ASSETS (continued)
All amortisation and impairment charges have been recognised as administrative expenses in the income statement except for those relating to discontinued operations, which are included in loss for the year/period from discontinued operations.
Impairment tests for goodwill
Goodwill is allocated to the Group's cash generating units (CGU's) identified according to operating segments. An operating segment level summary of the goodwill allocation is presented below.
Reporting 2010 2009
segment GBP000 GBP000
-------------------------------- ----------- -------- --------
Dewynters Limited Media 8,929 8,929
Spot and Company of Manhattan,
Inc. Media 5,562 6,552
The Finishing Touch (Corporate
Events) Limited Events 100 3,140
Total goodwill 14,591 18,621
Included in the CGU of The Finishing Touch (Corporate Events) Limited is goodwill totalling GBPnil (2009: GBP131k) in relation to Yell Communications Limited. This business is considered to have been absorbed by that of The Finishing Touch (Corporate Events) Limited. The combined CGU was disposed of following the year end; consequently it has been valued at fair value less costs to sell which has resulted in an impairment charge totalling GBP3,040k.
The recoverable amount of all other CGU's has been determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a three year period. Cash flows beyond the one-year period are extrapolated using the growth rates stated below. The growth rates used are considered by management to be in line with general trends in which each CGU operates. A straight line growth rate has been used for the periods beyond 3 years and is deemed by management to be a reasonable expectation for the media CGU.
The key assumptions used for the value-in-use calculations in 2010 and 2009 are as follows:
Media Events
The Finishing Touch
Dewynters Limited Spot and Company (2009 only)
-------------------- ----------------- ---------------- -------------------
Gross margin 25.0 - 27.5.0% 19.5 - 25.0% 23.0%
Revenue growth - 3
years 3.5 - 7.5% 10.0% 7.5%
Revenue growth -
remainder 1.0% 1.0% 2.25%
Cost growth -
employee 5.0% 5.0% 2.5%
Cost growth -
overhead 2.5% 2.5% 2.5%
Discount rate 12.0% 12.0% 12.0%
Management have determined budgeted gross margin, revenue growth and costs based on past performance and expectations of the market development for each CGU. The discount rates are pre-tax and reflect management's assessment of the risks relating to each CGU.
The impairment charge incurred on the Events CGU in relation to The Finishing Touch (Corporate Events) Limited was due to the continuing impact of the downturn in the global economy which resulted in the loss of a number of key contracts. No class of asset other than goodwill was deemed impaired.
9 GOODWILL AND INTANGIBLE ASSETS (continued)
In Spot and Company (media segment), management considered a reasonably possible change in the key assumptions and concluded that there is sufficient headroom on the calculated value in use exceeding the carrying value of goodwill.
In Dewynters (media segment) the recoverable amount calculated based on value in use exceeded carrying value by GBP250k. A 1% increase in the discount rate would remove the remaining headroom.
Brands and customer relationships are all derived from acquisitions; there are no internally generated intangible assets.
The brand allocated to the Dewynters Limited CGU totalling GBP2,263k is determined to have an indefinite life. It is subject to an annual impairment review using the same assumptions as for goodwill.
The brand allocated to Spot and Company of Manhattan Inc CGU totalling GBP1,467k (2009: GBP1,588k) is being amortised over 15 years.
The useful economic life for customer relationships within the subsidiaries Dewynters Limited and Spot and Company of Manhattan Inc, with carrying values of GBP1,079k (2009: GBP1,222k) and GBP1,053k (2009: GBP1,464k) respectively is 20 years and 5 years and are amortised accordingly.
Where there are any indications of impairment within these businesses the Group carries out impairment reviews on brands and customer relationships using the same assumptions as for goodwill.
1 PROPERTY, PLANT AND EQUIPMENT
Short Fixtures
Land and leasehold Plant and and Motor
buildings improve-ments machinery fittings vehicles Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
1 September 2008 729 205 842 1,450 149 3,375
Additions 10 222 62 23 14 331
Acquisition of subsidiary - 405 150 32 - 587
Transfer to disposal group - (6) (285) (316) (65) (672)
Foreign exchange differences - (2) (1) (1) - (4)
Disposals - - - - (58) (58)
1 December 2009 739 824 768 1,188 40 3,559
Additions 16 14 116 20 35 201
Transfer to disposal group - - - - (59) (59)
Foreign exchange differences - 42 19 22 - 83
Disposal - - (315) (59) - (374)
30 November 2010 755 880 588 1,171 16 3,410
Depreciation
1 September 2008 111 130 412 654 107 1,414
Charge for the year 75 207 225 421 11 939
Transfer to disposal group - (5) (213) (278) (58) (554)
Foreign exchange differences - (2) (1) (1) - (4)
Disposals - - - - (58) (58)
1 December 2009 186 330 423 796 2 1,737
Charge for the year 16 112 143 235 11 517
Transfer to disposal group - - - - (13) (13)
Foreign exchange differences - 22 9 20 - 51
Disposals - - (315) (59) - (374)
30 November 2010 202 464 260 992 - 1,918
Net book
value
30 November 2010 553 416 328 179 16 1,492
30 November 2009 553 494 345 392 38 1,822
1 September 2008 618 75 430 796 42 1,961
10 PROPERTY, PLANT AND EQUIPMENT (continued)
All depreciation charges, included in the note above, have been recognised in administrative expenses in the income statement.
Included in land and buildings is land which has an estimated historical cost of GBP110k (2009: GBP110k), which is not depreciated.
Under the terms of the Group's borrowing arrangements, the loans disclosed in note 15 are secured on the assets of the Group including all property, plant and equipment.
5 AVAILABLE-FOR-SALE INVESTMENTS
Other investments
GBP000
At fair value
1 September 2008 142
Transfer to disposal group held-for-sale (24)
1 December 2009 118
30 November 2010 118
Impairment charge
1 September 2008 -
Charge in the period (60)
1 December 2009 (60)
Charge in the year -
30 November 2010 (60)
-----------------
Net book value
30 November 2010 58
30 November 2009 58
1 September 2008 142
The above investments are stated at fair value as
determined by the Director's estimates of future sales
proceeds.
1 INVENTORIES
2010 2009
GBP000 GBP000
Finished goods 433 547
The cost of inventories recognised as an expense and included in cost of sales amounted to GBP409k (2009: GBP706k).
2 TRADE AND OTHER RECEIVABLES
2010 2009
GBP000 GBP000
Current:
Trade receivables 7,073 8,419
Impairment losses (66) (74)
Net trade receivables 7,007 8,345
Other receivables 175 132
Deferred sales
proceeds 375 -
Prepayments 367 729
Accrued income 1,171 1,064
9,095 10,270
Trade receivables are generally non-interest bearing. The
average credit period taken on sales is 35 days (2009:
37 days). Trade receivables are provided for based on estimated
irrecoverable amounts, determined by reference to past
default experience.
Included in the Group's trade receivable balance are debtors
with a carrying amount of GBP1,797k (2009: GBP1,675k) which
are past due at the reporting date for which the Group
has not provided as there has not been a significant change
in credit quality and the amounts are still considered
recoverable.
Ageing of past due but not impaired receivables:
2010 2009
GBP000 GBP000
Less than 60 days 1,319 1,139
Between 60-90 days 293 137
More than 90 days 185 399
1,797 1,675
13 TRADE AND OTHER RECEIVABLES (continued)
Movement in the allowance account for credit losses:
15 months
Year ended ended
30 November 30 November
2010 2009
GBP000 GBP000
Opening balance 74 536
Transfer to disposal group held-for-sale - (428)
Amounts provided for as impaired
through the income statement 113 10
Prior impairment written off in the
year/period (121) (44)
66 74
============= =============
In determining the recoverability of a trade receivable
the Group considers any change to the credit quality of
the trade receivable from the date credit was initially
granted up to the reporting date.
Trade and other receivables are held in Sterling, US dollars
and Euros as at 30 November 2010 and Sterling, US dollars,
Euros and Danish Krone as at 30 November 2009.
The directors consider that the carrying amount of trade
and other receivables approximates to their fair value.
1 TRADE AND OTHER PAYABLES
2010 2009
GBP000 GBP000
Current:
Trade payables 5,988 6,480
Other taxation and social security 773 774
Other payables 279 350
Accruals and deferred income 5,748 5,940
12,788 13,544
Trade and other payables principally comprise amounts outstanding
for trade purchases and ongoing costs. The average credit
period taken for trade purchases is 41 days (2009: 62 days).
For most suppliers no interest is charged but for overdue
balances interest is charged at various interest rates.
Trade and other payables are held in Sterling, US dollars
and Euros as at 30 November 2010 and Sterling, US dollars,
Euros and Danish Krone as at 30 November 2009.
The directors consider that the carrying amount of trade
and other payables approximates to their fair value.
1 BORROWINGS
2010 2009
GBP000 GBP000
Current:
Bank overdrafts 1,960 939
Bank loan - senior variable rate
loan 6,200 1,000
Mezzanine loan 4,016 3,888
Bank loan - senior
term loan B 5,779 -
17,955 5,827
Non-current:
Bank loans - 11,684
Analysis of due dates
for borrowings:
On demand or within
one year
Bank overdrafts 1,960 939
Bank loan - senior variable rate
loan 6,200 1,000
Mezzanine loan 4,016 3,888
Bank loan - senior
term loan B 5,779 -
17,955 5,827
In the second year
Bank loan - senior variable rate
loan - 960
960
In the third to fifth
years inclusive
Bank loan - senior variable rate
loan - 5,200
Bank loan - senior term loan B - 5,524
- 10,724
Amounts due for settlement 17,955 17,511
Less amounts due within one year (17,955) (5,827)
Amounts due for settlement after
one year - 11,684
15 BORROWINGS (continued)
Analysis of borrowings by currency
Sterling USD Total
GBP000 GBP000 GBP000
2010
Bank overdrafts 1,960 - 1,960
Bank loans 12,466 3,529 15,995
14,426 3,529 17,955
Sterling USD Total
GBP000 GBP000 GBP000
2009
Bank overdrafts 939 - 939
Bank loans 13,220 3,352 16,572
14,159 3,352 17,511
============= ============ ========
The bank loans and overdraft are secured against the
assets of the Group. The overdraft limit is GBP1.7m
(temporarily extended to GBP2m during the year) and
interest was payable at 4% above the lender's base
rate.
The senior variable rate loan was repayable over five
years. Interest is payable at 2.25% above LIBOR.
The mezzanine facility was repayable by 28 February
2011 and interest was payable at 10% above LIBOR.
The senior term loan B was repayable within five years
and interest was payable at 10% above LIBOR.
The bank loans are subject to certain covenants (including
interest cover, leverage, debt service, cash flow
to cash interest and cash flow to cash debt service).
As at 30 November 2010 the Group was in breach of
all of these covenants and consequently the loans
have been disclosed as being due within one year.
Following the breach of covenants the Group was in
regular discussions with the lender to renegotiate
the facility. An agreement was reached in April 2011
to enter into a new GBP14,800,000 revolving credit
facility and was approved by shareholders at an EGM
on 17 May 2011.
Interest will be charged at libor + 3% per annum in
the first and second years and libor + 4% per annum
and libor + 5% for the final year. The facility matures
in 4 years.
Under the terms of the facility the Group is subject
to covenants that will be defined at a later date
as per the agreement.
The covenants will be tested on a regular basis.
15 BORROWINGS (continued)
LOAN NOTES
2010 2009
GBP000 GBP000
At start of year/period - -
Issue of loan notes 1,971 -
Interest payable on loan notes 29 -
Repayment of loan notes (1,500) -
Credit on early settlement of loan notes (note 3) (500) -
- -
The loan notes were unsecured and related to loan notes payable to the principals of Dewynters Limited and The Finishing Touch (Corporate Events) Limited. Interest was charged at 5% above LIBOR. The notes were issued to settle outstanding deferred consideration (note 16). The notes were subsequently redeemed at a discount of GBP500,000.
6 PROVISIONS
The provisions for liabilities relate to deferred contingent consideration. Deferred contingent consideration represents the estimated amounts payable, although the final amounts payable are dependent upon the results of the acquired businesses, these being Spot and Company of Manhattan Inc, Dewynters Limited and Yell Communications Limited. These amounts can be paid either by cash, loan notes or shares, according to each individual transaction.
As at 30 November 2010 amounts provided with regard to deferred contingent consideration related solely to Spot and Company of Manhattan Inc.
Deferred contingent consideration is payable as follows:
2010 2009
GBP000 GBP000
Within one year 5,407 4,042
Between one and two years 868 2,772
Between two and five years 98 2,123
6,373 8,937
2010 2009
GBP000 GBP000
At start of period/year 8,937 4,851
Deferred consideration on acquisitions - 7,551
Adjustments to existing deferred
consideration (1,342) (1,252)
Unwinding of discounting on deferred
consideration (note 4) 481 878
Payments of deferred consideration - cash (91) (2,849)
Settlement of deferred consideration - equity (7) (113)
Settlement of deferred consideration - loan
notes (note 15) (1,971) -
Foreign exchange differences (note 4) 366 (129)
6,373 8,937
Discounts rates of between 6.5% and 9.5% have been
used.
Details on the valuation of contingent deferred consideration are given in the accounting estimates and judgements section of the accounting policies. The forecasts assumptions used are the same as those used to test goodwill for impairment and are disclosed in note 9.
7 DISPOSAL GROUP CLASSIFIED AS HELD-FOR-SALE AND DISCONTINUED OPERATIONS
As at 30 November 2009 the assets and liabilities relating to First Artist Sport Limited, Promosport Srl, First Artist Scandinavia A/S, Sponsorship Consulting Limited, Optimal Wealth Limited and First Artist Management Limited were presented as held for sale following the approval by the Group's management and shareholders to sell the companies (or in the case of Sponsorship Consulting Limited, liquidate).
Optimal Wealth Limited and the trade and assets of First Artist Management Limited were sold in February 2010. First Artist Scandinavia A/S was sold in July 2010 and Sponsorship Consulting Limited was placed into liquidation during the year.
As at 30 November 2010 the assets and liabilities relating to First Artist Sport Limited and Promosport Srl were presented as held for sale First Artist Sport Limited was sold in May 2011.
The Sport division consists of First Artist Sport Limited, Promosport Srl, First Artist Scandinavia A/S and Sponsorship Consulting Limited (2009 only).
Cash flows of
disposal groups First Artist
held-for-sale Optimal Wealth Management
Year ended 30 Sports division Limited Limited Total
November 2010 GBP000 GBP000 GBP000 GBP000
Operating cash
flows (160) (110) (97) (367)
Investing cash
flows (10) - - (10)
(170) (110) (97) (377)
First Artist
15 months ended Optimal Wealth Management
30 November Sports division Limited Limited Total
2009 GBP000 GBP000 GBP000 GBP000
Operating cash
flows 103 85 63 251
Investing cash
flows (3) - - (3)
100 85 63 248
Proceeds from disposal of subsidiaries net of cash disposed of:
First Artist
Optimal Wealth Management
Year ended 30 Sports division Limited Limited Total
November 2010 GBP000 GBP000 GBP000 GBP000
Cash
consideration
on disposal 175 1,400 138 1,713
Cash disposed
of - (98) - (98)
Cost of
disposal (39) (225) (37) (301)
136 1,077 101 1,314
17 DISPOSAL GROUP CLASSIFIED AS HELD-FOR-SALE AND DISCONTINUED OPERATIONS (continued)
Assets of disposal group classified as held-for-sale
Sports division
Year ended 30 November 2010 GBP000
Property, plant and equipment 52
Other current assets 1,028
1,080
First Artist
15 months ended Optimal Wealth Management
30 November Sports division Limited Limited Total
2009 GBP000 GBP000 GBP000 GBP000
Property, plant
and equipment 93 17 8 118
Available for
sale
investment - 24 - 24
Intangible
assets -
goodwill 937 1,066 129 2,132
Other current
assets 2,757 288 388 3,433
3,787 1,395 525 5,707
Liabilities of disposal group classified as held-for-sale
Sports division
Year ended 30 November 2010 GBP000
Trade and other payables 1,002
1,002
First Artist
15 months ended Sports Optimal Wealth Management
30 November division Limited Limited Total
2009 GBP000 GBP000 GBP000 GBP000
Trade and other
payables 1,243 92 366 1,701
Other current
liabilities
(including
tax) 79 207 14 300
1,322 299 380 2,001
17 DISPOSAL GROUP CLASSIFIED AS HELD-FOR-SALE AND DISCONTINUED OPERATIONS (continued)
Analysis of the result of discontinued operations, and the result on the re-measurement of assets of disposal group, is as follows:
First Artist
Optimal Wealth Management
Year ended 30 Sports division Limited Limited Total
November 2010 GBP000 GBP000 GBP000 GBP000
Revenue 1,633 276 95 2,004
Expenses (3,849) (312) (62) (4,223)
---------------- --------------- --------------- --------
(Loss)/profit
before tax of
discontinued
operations (2,216) (36) 33 (2,219)
Tax credit 130 15 5 150
(2,086) (21) 38 (2,069)
Pre-tax loss
recognised on
re-measurement
of assets of
disposal
group (53) - - (53)
(Loss)/profit
after tax of
discontinued
operations (2,139) (21) 38 (2,122)
(Loss)/profit
on disposal of
subsidiary (395) (13) 7 (401)
(Loss)/profit
for the year
from
discontinued
operations (2,534) (34) 45 (2,523)
First Artist
15 months ended Optimal Wealth Management
30 November Sports division Limited Limited Total
2009 GBP000 GBP000 GBP000 GBP000
Revenue 4,944 2,652 590 8,186
Expenses (6,050) (2,125) (547) (8,722)
---------------- --------------- --------------- --------
(Loss)/profit
before tax of
discontinued
operations (1,106) 527 43 (536)
Tax - (103) - (103)
(Loss)/profit
after tax of
discontinued
operations (1,106) 424 43 (639)
Pre-tax loss
recognised on
re-measurement
of assets of
disposal
group (1,505) (1,980) (628) (4,113)
Tax 51 - - 51
Loss for the
period from
discontinued
operations (2,560) (1,556) (585) (4,701)
1 DEFERRED TAXATION
The movement in the year of the Group's deferred tax liability was as follows:
2010 2009
GBP000 GBP000
At start of year/period (2,178) (974)
Deferred tax on intangible assets arising from business
combination - (1,557)
Deferred tax arising on business combination - 343
Foreign exchange differences (68) -
Transfer to income statement 226 73
Transfer from retained earnings - (63)
At year/period end (2,020) (2,178)
The deferred taxation liability disclosed above relates
primarily to intangible assets as follows:
2010 2009
GBP000 GBP000
Deferred tax assets:
Other temporary differences 31 20
Accumulated depreciation in excess of capital allowances 39 19
70 39
Deferred tax liabilities:
Intangible assets (2,090) (2,217)
(2,090) (2,217)
Deferred taxation provision (2,020) (2,178)
2010 2009
1 SHARE CAPITAL GBP000 GBP000
Authorised:
40,000,000 ordinary shares of 2.5 pence each 1,000 1,000
Allotted, issued and fully paid:
29,956,103 ordinary shares of 2.5 pence each (2009:
29,921,771 ordinary shares of 2.5 pence each) 749 748
Nominal Value
Allotted, issued and fully paid: GBP000 Number of shares
Date Detail
Balance brought
28 February 2009 forward 347 13,877,371
Acquisition
consideration for
28 February 2009 Dewynters 2 64,400
Consideration for
payment of loan
3 July 2009 notes 31 1,250,000
Acquisition
consideration for
3 July 2009 Spotco 25 1,000,000
3 July 2009 Shares issued 343 13,730,000
748 29,921,771
Acquisition
consideration for
23 February 2010 Dewynters 1 34,332
749 29,956,103
On 10 December 2010 the Company issued 9,900,000 ordinary shares at 11 pence per share.
On 24 February 2011 the Company issued 10,000,000 ordinary shares at 20 pence per share.
On 30 March 2011 the Company issued 8,700,000 ordinary shares at 23 pence per share.
On 30 March 2011 the Company issued 7,401,615 ordinary shares at 20 pence per share.
During 2007 and 2008 the company funded an employee benefit trust to purchase its own shares to meet the Group's expected obligations under the employee share scheme.
2010 2010 2009 2009
Shares GBP000 Shares GBP000
Cost
At the beginning and end of the
year/period 259,000 259 259,000 259
As at 30 November 2010 the market value of own shares held in trust was GBP18,778 (2009: GBP47,915).
19 SHARE CAPITAL (continued)
The following options to subscribe for the Company's shares have been granted to directors and eligible employees and had not lapsed at 30 November 2010:
Granted to Date of Number First Expiry Exercise
Option of Shares exercisable date Price
Eligible 17 October 6,000 17 October 17 October 17.00 pence
Employees 2002 2005 2012
Jon Smith 17 October 15,000 17 October 17 October 17.00 pence
2002 2005 2012
Phil Smith 17 October 15,000 17 October 17 October 17.00 pence
2002 2005 2012
Eligible 16 July 3,500 16 July 16 July 30.00 pence
Employees 2004 2007 2014
Jon Smith 16 July 15,000 16 July 16 July 30.00 pence
2004 2007 2014
Phil Smith 16 July 15,000 16 July 16 July 30.00 pence
2004 2007 2014
Jon Smith 27 April 85,000 26 April 26 April 31.00 pence
2005 2006 2015
Phil Smith 27 April 85,000 26 April 26 April 31.00 pence
2005 2006 2015
Jon Smith 8 December 37,037 7 December 7 December 67.50 pence
2005 2006 2015
Phil Smith 8 December 37,037 7 December 7 December 67.50 pence
2005 2006 2015
Jon Smith 21 April 26,174 20 April 20 April 71.25 pence
2006 2008 2016
Phil Smith 21 April 26,174 20 April 20 April 71.25 pence
2006 2008 2016
Jon Smith 21 April 23,826 20 April 20 April 71.25 pence
2006 2009 2016
Phil Smith 21 April 23,826 20 April 20 April 71.25 pence
2006 2009 2016
Jon Smith 29 May 75,000 29 May 2010 29 May 98.50 pence
2008 2017
Phil Smith 29 May 75,000 29 May 2010 29 May 98.50 pence
2008 2017
Eligible 29 May 10,000 29 May 2010 29 May 98.50 pence
Employees 2008 2017
Eligible 13 June 125,460 1 July 2010 31 84.00 pence
Employees 2008 December
2010
During the year the mid price of the Company's shares traded between 7.25 pence and 18.5 pence (15 months ended 30 November 2009: 31.53 pence and 8.11 pence). At 30 November 2010 the share price was 7.25 pence (30 November 2009: 18.50 pence).
8 SHARE BASED PAYMENTS
Equity-settled share option plan
The Group plan provides for a grant price equal to the average
quoted market price of the Group shares on the date of grant.
The vesting period is generally 3 years. If options remain
unexercised after a period of 10 years from the date of grant,
the options expire. Furthermore, options are forfeited if
the employee leaves the Group before the options vest.
2010 2009
Weighted
average Weighted
exercise average
Options price Options exercise
Number (GBP) Number price (GBP)
Outstanding at start
of year / period 917,444 0.70 1,369,351 0.70
Forfeited during the
year / period (228,410) 0.60 (451,907) 0.79
Outstanding at 30 November 689,034 0.89 917,444 0.70
---------- ----------- ------------ -------------
Exercisable at 30 November 689,034 0.89 577,111 0.50
---------- ----------- ------------ -------------
The options outstanding at 30 November 2010 had a weighted
average remaining contractual life of 4 years (2009: 6 years).
The weighted average fair value of options granted in previous
years using the Black-Scholes option pricing model was GBP10,000.
The inputs into the Black-Scholes model are as follows:
Calculated on grant
Weighted average share price
(GBP) 0.63
Weighted average exercise price
(GBP) 0.63
Expected volatility 32%
Expected life 10 years
Risk free rate 5%
Expected dividends -
Expected volatility was determined by calculating the historical
volatility of the Group's share price over the previous 5
years. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of non-transferability,
exercise restrictions, and behavioural considerations. A
risk free rate of 5% has been used, which reflects the interest
rate that it is assumed can be obtained by investing in financial
instruments with no default risk.
During the year ended 30 November 2010 the Group recognised
total share-based payment expenses of GBP33k (15 months ended
30 November 2009: GBP45k).
9 RESERVES
Capital redemption reserve
This reserve arose from the redemption of redeemable preference shares.
Share premium
The share premium account is the additional amount over and above the nominal share capital that is received for shares issued less any share issue costs.
Share option reserve
The share option reserve includes an expense based on the fair value of share options issued since 7 November 2002 and the fair value of share options issued to Company investors as part of a placing of the Company's shares.
Interest in own shares
This reserve arose from the purchase of shares in the Company by the EBT, funded through loans from the Company
Foreign exchange reserve
The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of operations that do not have a sterling functional currency. Exchange differences are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised in the income statement in the period in which the operation is disposed of.
Retained earnings
Retained earnings records the cumulative profits and losses recognised in the Consolidated Income Statement, net of any distributions and share-based payments made.
CASH GENERATED FROM Year ended 15 months ended
10 OPERATIONS 30 November 30 November
2010 2009
GBP000 GBP000
Reconciliation of net
cash flows from operating
activities
Loss before taxation (8,213) (6,040)
Adjustments:
Finance costs 1,997 2,500
Finance income (569) (61)
Depreciation 517 939
Amortisation of intangibles 853 985
Impairment of goodwill 3,040 4,172
Impairment of available-for-sale
investments - 60
Share options charge 33 45
Operating cash flows before movements in
working capital (2,342) 2,600
Decrease/(increase) in inventories 128 (588)
Decrease in trade and other receivables 3,603 1,306
(Decrease)/increase in trade and other
payables (917) 3,695
Cash generated from operating activities 472 7,013
11 COMMITMENTS UNDER OPERATING LEASES
The Group had aggregate minimum lease payments under non-cancellable operating leases as follows:
2010 2009
GBP000 GBP000
Land and buildings
within one year 1,137 1,149
within second to fifth years 1,342 2,133
after more than five years - 321
2,479 3,603
Plant and machinery
within one year 178 91
within second to fifth years 217 85
395 176
Total commitments 2,874 3,779
There have been no significant lease renewals during the year.
Operating lease payments for land and buildings represent rent payable by the Group for certain office properties.
12 FINANCIAL INSTRUMENTS
The Group's financial instruments comprise cash, bank loans, deferred consideration and various other receivable and payable balances that arise from its operations. The main purpose of these financial instruments was used to finance the Group's operations.
It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk, foreign currency risk and credit risk. The Board reviews and agrees policies for the management of these risks and these are summarised below. These policies have remained unchanged throughout the period.
Interest Rate Risk
The Group's cash balances, deposits and debt through term borrowings will be subject to fluctuations in current and future interest rates. All other significant financial assets and liabilities do not bear interest. The Group monitors the rates of interest receivable and payable on its cash and debt balances, but given the nature of these assets and liabilities, interest liabilities are not capped.
Liquidity risk
It is the Group's policy to manage its financing of its business through internally generated funds with surplus funds invested in short and medium fixed term money market deposits. Requirements are kept under regular review by the Board and Group companies have negotiated overdraft facilities with their bankers in order to minimise any exposure to short term liquidity risks.
24 FINANCIAL INSTRUMENTS (continued)
Foreign currency risk
The subsidiary, PromoSport Srl based in Italy has a functional currency in Euros.
The subsidiaries, Dewynters Advertising Inc and Spot and Company Manhattan Inc, based in the US have a functional currency in US Dollars.
The Company and its subsidiaries enter into transfer deals and other transactions denominated in Sterling, Euros, and US Dollars. The Group's revenue and expenditure can therefore be affected by foreign currency exchange movements.
The Board monitors all foreign currency exposure but the Group does not currently hedge against movements in the exchange rates of Sterling and foreign currencies in respect of any financial assets and liabilities.
Credit risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
Senior management receives monthly reports summarising trade receivable balances and their ageing profile and appropriate action is taken to manage any significant items. A provision for impairment is made if considered necessary. An ageing analysis can be found in note 13.
Cash and cash equivalents are also part of the Groups credit risk and further information is provided below.
Financial instruments by category
Financial instruments have been categorised as either loans and receivables or financial liabilities measured at amortised cost and available for sale assets.
Loans and receivables consist of trade and other receivables (excluding prepayments) and cash and cash equivalents.
Financial liabilities measured at amortised cost consist of trade and other payables (excluding statutory liabilities), other financial liabilities, borrowings and deferred consideration.
Available-for-sale assets consist of available-for-sale investments as disclosed in note 11.
The directors consider that the carrying amount of all financial instruments approximates to their fair value.
24 FINANCIAL INSTRUMENTS (continued)
Interest rate profile of financial assets and liabilities.
The interest rate profile of the Group's financial assets and liabilities was:
30 November 2010 30 November 2009
Floating Floating
rate rate
Non-interest financial Non-interest financial
Asset / Total bearing liabilities Total bearing liabilities
(liability) GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Trade and other
receivables 7,557 7,557 - 8,581 8,581 -
Cash and cash
equivalents 3,284 3,284 - 4,116 4,116 -
Trade and other
payables (12,015) (12,015) - (12,770) (12,770) -
Borrowing (17,955) - (17,955) (17,511) - (17,511)
Deferred
consideration (6,373) (6,373) - (8,937) (8,937) -
(25,502) (7,547) (17,955) (26,521) (9,010) (17,511)
Foreign currency exposures
The foreign exchange rate profile of the Group's financial assets and liabilities was:
30 November 2010 30 November 2009
US US
Total Sterling Dollar Total Sterling Dollar
Asset /(liability) GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Trade and other receivables 7,557 3,505 4,052 8,581 5,018 3,563
Cash and cash equivalents 3,284 841 2,443 4,116 1,967 2,149
Trade and other payables (12,015) (6,332) (5,683) (12,770) (9,841) (2,929)
Borrowing (17,955) (14,426) (3,529) (17,511) (14,159) (3,352)
Deferred consideration (6,373) (24) (6,349) (8,937) (2,040) (6,897)
(25,502) (16,436) (9,066) (26,521) (19,055) (7,466)
24 FINANCIAL INSTRUMENTS (continued)
In both 2010 and 2009 the interest rate received for the floating rate financial assets was at prevailing bank rates.
The weighted average period to maturity for non-interest bearing financial liabilities is less than 1 year (2009: 1).
Floating rate liabilities bear interest at between 2.25%, 2.75% and 10.00% over prevailing LIBOR rates.
Interest Rate Sensitivity
The Group has derived a sensitivity analysis based on 2% variances in floating interest rates being the inherent interest income and expenses:
2010 2009
Impact on equity and profit after tax GBP000 GBP000
2% increase in rate of interest (405) (159)
2% decrease in rate of interest 318 133
Foreign Exchange Rate Sensitivity
The Group has derived a sensitivity analysis based on 20% variances in the foreign exchange rates used for Euro and US Dollar:
2010 2009
Impact on equity and profit after tax GBP000 GBP000
20% increase in foreign exchange rate (129) 137
20% decrease in foreign exchange rate 115 (114)
Maturity of financial liabilities
The maturity profile of the Group's financial liabilities was:
2010 2009
GBP000 GBP000
In one year or less, or on demand 33,721 22,639
In more than one year, but not more than two years 3,951 3,732
In more than two years, but not more than five years 200 12,847
37,878 39,218
24 FINANCIAL INSTRUMENTS (continued)
Borrowing Facilities
At 30 November 2010 Group companies had an overdraft facility of GBP1,700,000 (2009: GBP1,000,000) with a temporary extension to GBP2,000,000.
The Group had undrawn borrowing facilities at 30 November 2010 of GBP40,000 (2009: GBP61,000). These
undrawn borrowing facilities relate to bank overdrafts and are repayable upon demand.
Following the year end the Group renegotiated its borrowing facilities, including the overdraft, details of which are given in note 15.
Fair Value of Assets and Liabilities
The fair value amounts of the Group's financial assets and liabilities as at 30 November 2010 and 2009 did not vary materially from the carrying value amounts due to the short term nature of current assets and liabilities and the interest rates applicable to the non-current liabilities.
Fair value of deferred contingent consideration is determined by management's best estimation of the amount payable discounted at an appropriate rate. The estimation is based on cash flow forecasts and projections and managements knowledge of current performance.
Maximum Credit Risk
The Group's exposure to credit risk arises mainly from as follows:
2010 2009
GBP000 GBP000
Cash and cash equivalents 3,284 4,116
Trade and other receivables 7,557 8,581
10,841 12,697
The majority of the Group's trade receivables are
due for collection within 30 days.
Credit quality of financial assets
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (Standard and Poor's) or to historical information about counterparty default rate.
Cash and cash equivalents are not held with any institutions with a rating of lower than A-. Trade and other receivables are held with counterparties that range from AA to BB. For those counterparties without external credit ratings none have defaulted in the past.
13 RELATED PARTY DISCLOSURES
During the year, the Group procured event management consultancy services totalling GBP32,148 (15 months ended 30 November 2009: GBP31,605) from Splash Events Limited, a company 50% owned by Janine Smith, wife of Jon Smith. She also has the use of a company car which results in a benefit in kind of GBP12,000 (15 months ended 30 November 2009: GBP10,000). No balances were outstanding at 30 November 2010 (2009: Nil).
During the year, the Group procured event management and administrative services totalling GBP30,500 (15 months ended 30 November 2009: GBP38,125) from Sara Smith, wife of Phil Smith. She also has the use of a company car which results in a benefit in kind of GBP15,000 (15 months ended 30 November 2009: GBP12,000). No balances were outstanding at 30 November 2010 (2009: Nil).
During the year, the Group procured consultancy services totalling GBP16,000 (15 months ended 30 November 2009: GBP20,000) from Michael Smith, father of Jon and Phil Smith. No balances were outstanding at 30 November 2010 (2009: Nil).
During the year, the Group procured consultancy services totalling GBP44,976 (15 months ended 30 November 2009: Nil) from QV Partners Limited, a company owned by David Noble, a non-executive director of the Board during the year. GBP2,051 was outstanding at 30 November 2010 (2009: Nil).
14 TRANSACTIONS WITH DIRECTORS
There was no outstanding balance (2009: Nil) owed to any Director as at 30 November 2010.
Part of the company's business premises are owned by First Artist Corporation Plc SSAS, for whom Jon Smith and Phil Smith are trustees and for which the Group pays a commercial rent of GBP33,000 per annum (2009: GBP33,000 per annum).
15 EVENTS AFTER THE REPORTING DATE
Disposal of subsidiaries
On 14 February 2011, the Group completed the sale of The Finishing Touch (Corporate Events) Limited to ExEvents Limited, a subsidiary of Rivington Street Holdings Plc for a total consideration of GBP100,001, settled in cash. This share sale also includes in the Sale and Purchase Agreement elements which incorporates further remuneration due based on post-acquisition earnings from existing customers at the date of sale over a three year period.
On 19 May 2011 the Group completed the sale of First Artist Sport Limited to Jon and Phil Smith for an initial cash consideration of GBP1 and additional cash consideration equal to the sum of 5% of revenue generated in the years ended November 2011 and 2012 in excess of GBP3 million. Simultaneously, Jon and Phil Smith left the Board with compromise agreements to the value of GBP280,000 in aggregate payable in cash upon certain conditions being met, set out in the Sale and Purchase Agreement.
Banking facilities
In April 2011, the Group reached an agreement with its bankers AIB Group (UK) plc to replace its existing borrowing facility with a GBP14,800,000 revolving credit facility. Further details are provided in note 15.
Other events
On 10 December 2010 the Company issued 9,900,000 ordinary shares at 11 pence per share.
On 24 February 2011 the Company issued 10,000,000 ordinary shares at 20 pence per share.
On 30 March 2011 the Company issued 8,700,000 ordinary shares at 23 pence per share.
On 10 December 2010 the Company entered into an unsecured loan agreement with Pivot Entertainment LLC (a New York based company) for GBP1,400,000 with a 5 year term and with an annual interest rate of 8%. On 30 March 2011 this loan (including interest of GBP80,323) was converted into 7,401,615 ordinary shares at 20 pence per share.
16 CONTINGENT LIABILITIES
First Artist Sport Limited, a subsidiary of the Group, is involved in litigation with another football agent claiming unpaid fees of up to GBP245,000. Based on current legal counsel the Company believes it is in a confident position and intends to defend itself against the claim. In the event that this litigation goes to trial, that may incur substantial costs. Further information is not provided as the Directors believe that to do so would seriously prejudice the outcome of the litigation.
2010 2009
Notes GBP000 GBP000
FIXED ASSETS
Tangible assets 29 712 762
Investments 30 24,846 29,932
25,558 30,694
CURRENT ASSETS
Current asset investments 30 - 2,239
Debtors 31 1,046 2,291
Cash at bank and in hand - 10
1,046 4,540
CREDITORS: Amounts falling due within
one year 32 (22,133) (10,625)
NET CURRENT LIABILITIES (21,087) (6,085)
TOTAL ASSETS LESS CURRENT LIABILITIES 4,471 24,609
CREDITORS: Amounts falling due after
more than one year 33 - (11,684)
PROVISIONS FOR LIABILITIES 34 (6,373) (8,937)
NET (LIABILITIES)/ASSETS (1,902) 3,988
CAPITAL AND RESERVES
Called up share capital 35 749 748
Capital redemption reserve 36 15 15
Share premium account 36 7,774 7,768
Share option reserve 36 217 246
Own shares held 36 (259) (259)
Profit and loss account 36 (10,398) (4,530)
EQUITY SHAREHOLDERS' FUNDS 37 (1,902) 3,988
The financial statements on pages 70 to 80 were approved by the board of Directors and authorised for issue on 24 May 2011 and are signed on its behalf by:
David Stoller
Director
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards in the United Kingdom.
The Group financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. Where these financial statements cross reference to the Group accounts there is no difference in treatment.
BASIS OF CONSOLIDATION
No profit and loss account is presented for First Artist Corporation plc, as provided by Section 408 (3) of the Companies Act 2006.
Auditor remuneration information is provided in note 5 of the Group accounts.
TANGIBLE FIXED ASSETS
Fixed assets are stated at historical cost less accumulated depreciation.
Depreciation is provided on all tangible fixed assets other than freehold land at rates calculated to write each asset down to its estimated residual value over its expected useful life, as follows:-
Freehold buildings 2% straight line
Short leasehold improvements over period of the lease
Plant and machinery 15% - 25% reducing balance / 20% - 25% straight line
Fixtures and fittings 15% - 25% reducing balance / 15% - 20% straight line
Motor vehicles 25% reducing balance / 20% - 25% straight line
INVESTMENTS
Long-term investments are classified as fixed assets and stated at cost less provision for any diminution in value.
DEFERRED CONSIDERATION
Where the deferred consideration is cash-based and dependent upon future trading performance, an estimate of the present value of the likely consideration payable is made. This contingent deferred consideration is re-assessed annually and corresponding adjustment is made to the goodwill arising on acquisition. The difference between the present value and the total amount payable at a future date gives rise to a finance charge which is charged to the profit and loss account and credited to the liability over the period in which the consideration is deferred. The discount used approximates to market rates.
ACCOUNTING ESTIMATION TECHNIQUES
Estimation techniques have been used where necessary if the exact monetary value of an asset or liability has not been readily available. The principal area where estimation techniques were applied was:
-- Valuation of deferred consideration payable
Deferred consideration is payable on twelve months figures for the various Group companies, with estimates based on Company budgets. Although these estimates are based on management's best knowledge of the amount, actual results may ultimately differ from these estimates. Amounts provided in these financial statements are disclosed in note 16. The estimates used at the half year as reported have been revised as at 30 November 2010, resulting in a GBP1,007k increase in deferred consideration from that reported as at 31 May 2010.
LEASING AND HIRE PURCHASE COMMITMENTS
Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over their estimated useful lives. The interest element of the rental obligations is unwound to the profit and loss account over the period of the lease.
Lease payments under operating leases, where substantially all the risks and benefits remain with the lessor, are taken to the profit and loss account on a straight line basis over the period of the lease.
DEFERRED TAXATION
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.
PENSIONS
The Company makes contributions to the personal schemes of certain employees. Pension costs charged against profits represent the amounts payable to the schemes in respect of the period.
FOREIGN CURRENCIES
Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rates ruling at the date of the transactions. All differences are taken to the profit and loss account.
SHARE BASED PAYMENT
The cost of share options granted under the Group's share option scheme is based on the 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 Company's estimate of shares that will eventually vest. The fair value is measured by use of the Black-Scholes option pricing 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.
DEFERRED FINANCING COSTS
Bank arrangement fees and associated legal costs are amortised over the term of the debt facility.
EMPLOYEE BENEFIT TRUST
The assets and liabilities of the Employee Benefit Trust (EBT) have been included in the Company's accounts. Any assets held by the EBT cease to be recognised on the Company balance sheet when the assets vest unconditionally to identified beneficiaries. The costs of purchasing own shares held by the EBT are shown as a deduction against equity. The proceeds from the sale of own shares held increase equity. Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the Company income statement.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised on the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.
17 TANGIBLE FIXED ASSETS
Short Fixtures
Land and leasehold Plant and and Motor
buildings improve-ments machinery fittings Vehicles Total
COMPANY GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
1 December 2009 708 150 75 109 24 1,066
Additions 16 - 15 - 35 66
Disposals - - - - (59) (59)
30 November 2010 724 150 90 109 - 1,073
Depreciation
1 December 2009 126 96 33 45 4 304
Charge for the period 16 2 21 22 12 73
Disposals - - - - (16) (16)
30 November 2010 142 98 54 67 - 361
Net book
value
30 November 2010 582 54 42 64 - 712
30 November 2009 582 54 42 64 20 762
Included in land and buildings is land which has an estimated cost at GBP110k (2009: 110k), which is not depreciated.
FIXED ASSET
18 INVESTMENTS
Subsidiary Other
undertakings investments Total
COMPANY GBP000 GBP000 GBP000
Cost
1 December 2009 36,179 100 36,279
Capital contribution - share
options 18 - 18
Deferred consideration adjustment
(note 16) (1,342) - (1,342)
30 November 2010 34,855 100 34,955
Provision for
diminution in
value
1 December 2009 6,288 59 6,347
Charge for the year 3,721 41 3,762
30 November 2010 10,009 100 10,109
Net book value
30 November 2010 24,846 - 24,846
30 November 2009 29,891 41 29,932
Other investments of GBPnil (2009: GBP41k) relate to a trade investment in The Complete Leisure Group.
CURRENT ASSET INVESTMENT
Total
COMPANY GBP000
Cost
1 December 2009 2,239
Disposals (2,239)
30 November 2010 -
First Artist Scandinavia A/S, Optimal Wealth Management Limited and the trade and assets of First Artist Management Limited were all disposed of during the period.
30 FIXED ASSET INVESTMENTS (continued)
The Group holds more than 20% of the equity and voting rights of the following companies:
Name of subsidiary Country of Proportion of Nature of business
incorporation shares held
PromoSport Srl Italy 100% Sports promotion
and management
Spot and Company USA 100% Marketing and
of Manhattan Inc promotion
First Artist Sport Great Britain 100% Sports promotion
Limited and management
The Finishing Great Britain 100% Event management
Touch (Corporate
Events) Limited
Dewynters Limited Great Britain 100% Marketing and
promotion
First Rights Great Britain 100% Sponsorship agency
Limited
First Artist Great Britain 100% Dormant
Management
Limited
Yell Great Britain 100% Dormant
Communications
Limited
19 DEBTORS
2010 2009
GBP000 GBP000
Due within one year:
Trade debtors 5 8
Owed by subsidiary undertakings 555 1,842
Other debtors 376 52
Prepayments 110 389
1,046 2,291
Intercompany balances subject to interest are charged
at a standard rate of 5.50%.
20 CREDITORS: Amounts falling due within one year
2010 2009
GBP000 GBP000
Bank overdrafts 1,960 939
Bank loans 15,995 4,888
Trade creditors 226 418
Owed to subsidiary undertakings 3,810 4,036
Other taxation and social security 29 61
Other creditors 25 11
Accruals and deferred income 88 272
22,133 10,625
Bank overdrafts amounting to GBP1,960k (2009: GBP939k) are secured by a fixed and floating charge over the assets of the Group.
CREDITORS: Amounts falling due after more than one
21 year
2010 2009
GBP000 GBP000
Bank loans - 11,684
- 11,684
The bank loans above are secured against the assets of the Group. The floating rate elements of the loan bear interest at the UK bank LIBOR rate plus a margin of 2.25%, 2.75% or 10.00%. Further detail is given in note 15. The bank loans are repayable as follows:
2010 2009
GBP000 GBP000
Within one year 15,995 4,888
Between one and two years - 960
Between two and five years - 10,724
15,995 16,572
The bank loans are subject to certain covenants as noted in the accounting policies going concern disclosure. As at 30 November 2010 the Company was in breach of these covenants and consequently the loans have been disclosed as being due within one year.
22 PROVISIONS FOR LIABILITIES
The provisions for liabilities relate to deferred contingent consideration. Deferred contingent consideration represents the estimated amounts payable, although the final amounts payable are dependent upon the results of the acquired businesses, these being Spot and Company of Manhattan Inc, Dewynters Limited and Yell Communications Limited. These amounts can be paid either by cash, loan notes or shares, according to each individual transaction
Deferred contingent consideration is payable as follows:
2010 2009
GBP000 GBP000
Within one year 5,407 4,042
Between one and two years 868 2,772
Between two and five years 98 2,123
6,373 8,937
A reconciliation of deferred consideration payable is given in note 16 of the Group financial statements.
23 SHARE CAPITAL
2010 2009
GBP000 GBP000
Authorised:
40,000,000 ordinary shares of 2.5 pence each 1,000 1,000
Allotted, issued and fully paid:
29,956,103 ordinary shares of 2.5 pence each (2009:
29,921,771 ordinary shares of 2.5 pence each) 749 748
Details of the share issues are in note 19. Share option details are in note 20.
24 RESERVES
Total
Capital Share Own Profit shareholders'
Share redemption Share option shares and loss funds
capital reserve premium reserve held account 2010
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At start of
year 748 15 7,768 246 (259) (4,530) 3,988
Loss for the
financial
year - - - - - (5,930) (5,930)
Shares
issued 1 - 6 - - - 7
Transfer
from share
option
reserve to
profit and
loss
account - - - (62) - 62 -
Share-based
payment
charge - - - 33 - - 33
At end of
year 749 15 7,774 217 (259) (10,398) (1,902)
25 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2010 2009
GBP000 GBP000
Retained loss for the financial year/period (5,930) (7,206)
Share option charge 33 60
New share capital subscribed 7 1,571
Net reduction to shareholders funds (5,890) (5,575)
Opening shareholders' funds 3,988 9,563
Closing shareholders' funds (1,902) 3,988
26 COMMITMENTS UNDER OPERATING LEASES
At 30 November 2010 the Company had annual commitments under non-cancellable operating leases as follows:
2010 2009
GBP000 GBP000
Land and buildings
expiring within one year 161 157
expiring in between two and five years - 704
161 861
27 LOSS OF THE PARENT COMPANY
The Company's loss after tax for the year to 30 November 2010 amounted to GBP5,930k (15 months ended 2009: GBP7,206k loss).
28 RELATED PARTY DISCLOSURES
During the year, the Group procured event management consultancy services totalling GBP32,148 (15 months ended 30 November 2009: GBP31,605) from Splash Events Limited, a company 50% owned by Janine Smith, wife of Jon Smith. She also has the use of a company car which results in a benefit in kind of GBP12,000 (15 months ended 30 November 2009: GBP10,000). No balances were outstanding at 30 November 2010 (2009: Nil).
During the year, the Group procured event management and administrative services totalling GBP30,500 (15 months ended 30 November 2009: GBP38,125) from Sara Smith, wife of Phil Smith. She also has the use of a company car which results in a benefit in kind of GBP15,000 (15 months ended 30 November 2009: GBP12,000). No balances were outstanding at 30 November 2010 (2009: Nil).
During the year, the Group procured consultancy services totalling GBP16,000 (15 months ended 30 November 2009: GBP20,000) from Michael Smith, father of Jon and Phil Smith. No balances were outstanding at 30 November 2010 (2009: Nil).
During the year, the Group procured consultancy services totalling GBP44,976 (15 months ended 30 November 2009: Nil) from QV Partners Limited, a company owned by David Noble, a non-executive director of the Board during the year. GBP2,051 was outstanding at 30 November 2010 (2009: Nil).
29 POST BALANCE SHEET EVENTS
Disposal of subsidiaries
On 14 February 2011, the Company completed the sale of The Finishing Touch (Corporate Events) Limited to ExEvents Limited, a subsidiary of Rivington Street Holdings Plc for a total consideration of GBP100,001, settled in cash. This share sale also includes in the Sale and Purchase Agreement elements which incorporates further remuneration due based on post-acquisition earnings from existing customers at the date of sale over a three year period.
On 19 May 2011 the Group completed the sale of First Artist Sport Limited to Jon and Phil Smith for an initial cash consideration of GBP1 and additional cash consideration equal to the sum of 5% of revenue generated in the years ended November 2011 and 2012 in excess of GBP3 million. Simultaneously, Jon and Phil Smith left the Board with compromise agreements to the value of GBP280,000 in aggregate payable in cash upon certain conditions being met, set out in the Sale and Purchase Agreement.
Banking facilities
In April 2011, the Company reached an agreement with its bankers AIB Group (UK) plc to replace its existing borrowing facility with a GBP14,800,000 revolving credit facility. Further details are provided in note 15.
Other events
On 10 December 2010 the Company issued 9,900,000 ordinary shares at 11 pence per share.
On 24 February 2011 the Company issued 10,000,000 ordinary shares at 20 pence per share.
On 30 March 2011 the Company issued 8,700,000 ordinary shares at 23 pence per share.
On 10 December 2010 the Company entered into an unsecured loan agreement with Pivot Entertainment LLC (a New York based company) for GBP1,400,000 with a 5 year term and with an annual interest rate of 8%. On 30 March 2011 this loan (including interest of GBP80,323) was converted into 7,401,615 ordinary shares at 20 pence per share.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Capital Share Own Foreign
Share Share redemption option Retained shares exchange Total
capital premium reserve reserve earnings held reserve Equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
ATTRIBUTABLE
TO EQUITY
HOLDERS OF THE
PARENT
At 1 September
2008 347 6,598 15 285 816 (259) 99 7,901
Deferred
taxation on
share
options - - - - (63) - - (63)
Currency
translation
differences - - - - - - (57) (57)
Expense
recognised
directly in
equity - - - - (63) - (57) (120)
Loss for the
period - - - - (6,317) - - (6,317)
Total
recognised
income and
expense for
the period - - - - (6,380) - (57) (6,437)
Transactions
with owners
Transfer from
share option
reserve to
retained
earnings - - - (84) 84 - - -
Proceeds of
share issued
(net of
costs) 343 990 - - - - - 1,333
Shares issued
to vendors as
deferred
consideration 27 86 - - - - - 113
Shares issued
to redeem
loan notes 31 94 - - - - - 125
Share-based
payment
charge - - - 45 - - - 45
Total
transactions
with owners 401 1,170 - (39) 84 - - 1,616
At 30 November
2009 748 7,768 15 246 (5,480) (259) 42 3,080
Currency
translation
differences - - - - - - 317 317
Income
recognised
directly in
equity - - - - - - 317 317
Loss for the
period - - - - (7,812) - - (7,812)
Total
recognised
income and
expense for
the year - - - - (7,812) - 317 (7,495)
Transactions
with owners
Transfer from
share option
reserve to
retained
earnings - - - (62) 62 - - -
Shares issued
to vendors as
deferred
consideration 1 6 - - - - - 7
Share-based
payment
charge - - - 33 - - - 33
Total
transactions
with owners 1 6 - (29) 62 - - 40
At 30 November
2010 749 7,774 15 217 (13,230) (259) 359 (4,375)
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 30 NOVEMBER 2010
Year ended 15 months
30 November ended 30 November
2010 2009
Note GBP000 GBP000
Cash generated from operating
activities 22 472 7,013
Income taxes paid (140) (800)
Net cash generated from operating
activities 332 6,213
Investing activities
Finance income 69 61
Purchases of property, plant and
equipment 10 (201) (331)
Acquisition of subsidiaries (net of
cash acquired) - (3,418)
Payment of deferred consideration 16 (91) (2,849)
Proceeds from disposal of
subsidiaries net of cash disposed
of and disposal costs 17 1,314 -
Net cash generated by/(used in)
investing activities 1,091 (6,537)
Financing activities
Repayments of borrowings (1,000) (523)
Repayments of obligations under
finance leases - (7)
New bank loans raised - 4,076
Repayment of loan notes (1,500) (594)
Net cash proceeds from issue of
shares - 1,333
Interest paid (877) (1,243)
Net cash (used in)/generated by
financing activities (3,377) 3,042
Net (decrease)/increase in cash and
cash equivalents (1,954) 2,718
Cash and cash equivalents at the
beginning of the year/period 3,177 464
Effect of foreign exchange rate
changes 101 (5)
Cash and cash equivalents and bank
overdrafts at the end of the
year/period 1,324 3,177
Cash and cash equivalents 3,284 4,116
Bank overdrafts (1,960) (939)
1,324 3,177
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR ABMATMBAJMIB
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