27 June 2016
Ultimate Sports Group Plc ('USG' or 'the Company')
Final results for the year ended 31 December 2015
Ultimate Sports Group Plc, the AIM listed investment vehicle, is pleased to announce its results for the year ended 31 December 2015.
Chairman's Statement and Chief Executive's Review
For the year ended 31 December 2015 we are reporting a pre-tax loss of £356,421 (2014: profit £16,590).
USG's net cash balances as at 31 December 2015 were £357,915 (2014: £709,332). The Directors are not recommending the payment of a dividend.
Name Change and Share Consolidation
In October 2015, shareholders approved the change of name to Ultimate Sports Group Plc.
This change of name reflects the Group's operations more accurately as the Company is now focussed to a great extent on its involvement in Sports related activities.
At the same time, USG also secured shareholder approval to undertake a Share Consolidation in order to reduce the large number of Ordinary Shares previously in issue.
As a consequence, 1 new ordinary share was issued in exchange for 100 old Ordinary shares and new share certificates were issued to shareholders.
Share Placing
In December 2015, USG issued 1 million new Ordinary shares at 20p per share to raise £200,000 before expenses.
Ultimate Player.me
As shareholders are aware, we have been developing an innovative online platform for children. This is a "free to view" method of measuring, motivating and incentivising young children to enhance their own personal sporting performance. Ultimate Player now covers 13 different sports.
We are pleased to report that the programme became fully operational in the first few months of 2016 and is now being put through its paces with a core group of coaches, children and parents.
We are enthusiastic about the future development of the Ultimate Player brand as we launch UltimatePlayer.me and tap into our ESS platform which as outlined below is already established and continues to grow.
Pantheon Leisure Plc ("Pantheon")
USG holds 85.87% of the issued share capital of Pantheon which in turn owns 100% of the operating business of Pantheon's sport and leisure division.
Pantheon's sports and leisure division comprises two trading companies, Sport in Schools Limited ('ESS'), also known as The Elms Sport in Schools, and Football Partners Limited ('FPL') - also known as The Elms Small Sided Football.
Pantheon as a group made a profit of £67,241 for the 12 months ended 31 December 2015 (2014: Profit £400,462).
Sport in Schools Limited ('ESS' - Elms Sport in Schools)
On a turnover of £1,243,011 (2014: £1,240,527), ESS has contributed a divisional profit of £144,679 as compared with £115,649 last year.
ESS specialises in the delivery of primary school sport - covering the National Curriculum during the day and The Extended Day before and after school hours (breakfast, lunchtime and after-school clubs).
The majority of the breakfast and lunchtime clubs are provided and paid for by the school, whilst the majority of after-school clubs are paid for by parents.
Holiday camps are a successful area for ESS where we provide sports tuition during the school holidays. The majority of the camps are paid for by parents, whilst a few are paid for by the school.
The ESS directors have developed bespoke skill sets which have been adopted with great enthusiasm by our full time staff and part time coaches. They coach 21,000 children each week and on average coach between 12 to 25 hours a week. All our coaches are highly qualified (minimum level 2), DBS checked, Child protection vetted and are rigorously trained by ESS in all the main disciplines required by the National Curriculum. The management of ESS constantly monitors and assesses the level of performance of our coaches throughout the school year.
Football Partners Limited ('FPL')
Our 5-a-side football operation enjoys full FA accreditation and its activities (conducted through FPL) continue to be influenced by a difficult market as reported by our peer group competitors. Turnover (net of corporate fees) increased by 6.3% to £446,510 and this resulted in an operating loss of £77,437.
Outlook
We continue to be encouraged by the success of the sports tuition activities of ESS and consider that its potential represents a significant opportunity for growth.
Ultimate Player.me is now fully operational. It is an innovative, secure and exciting way for children to improve their personal sporting skill sets. The objective of the programme is to encourage children to improve their fitness levels and sporting skills - an objective which is totally consistent with Government Policy and initiatives.
We are confident that with sufficient additional equity investment both SIS and UltimatePlayer.me working together and taken together will achieve growth and future value for our shareholders.
Notice of Annual General Meeting
The Annual General Meeting of the Company in respect of the year ended 31 December 2015 will be held at the Hellenic Centre, 16/18 Paddington Street, London W1U 5AS on 31 August 2016 at 11:00 am.
Richard Owen
Chairman
Geoffrey Simmonds
Chief Executive Officer
27 June 2016
Consolidated statement of comprehensive income
for the year ended 31 December 2015
|
|
|
2015 |
|
2014 |
|
Notes |
|
£ |
|
£ |
|
|
|
|
|
As restated |
|
|
|
|
|
|
Revenue |
6 |
|
1,674,521 |
|
1,645,643 |
|
|
|
|
|
|
Cost of sales |
|
|
(976,037) |
|
(1,009,236) |
|
|
|
|
|
|
Gross profit |
|
|
698,484 |
|
636,407 |
|
|
|
|
|
|
Website site and related costs written off |
|
|
(62,510) |
|
(39,601) |
Administrative expenses |
|
|
(1,035,747) |
|
(1,006,308) |
Amortisation of intangible assets |
|
|
(9,306) |
|
- |
|
|
|
|
|
|
|
|
|
(1,107,563) |
|
(1,045,909) |
|
|
|
|
|
|
Operating loss |
6 |
|
(409,079) |
|
(409,502) |
Finance income |
8 |
|
1,150 |
|
15,247 |
Finance costs |
9 |
|
(3,972) |
|
(1,343) |
Other gains and losses |
10 |
|
55,480 |
|
412,188 |
Profit/(loss) before taxation |
|
|
(356,421) |
|
16,590 |
|
|
|
|
|
|
Taxation |
|
|
(23,334) |
|
235 |
Profit/(loss) after taxation |
|
|
(379,755) |
|
16,825 |
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
Equity holders of the parent company |
|
|
(377,424) |
|
(22,957) |
Non-controlling interests |
|
|
(2,331) |
|
39,782 |
|
|
|
(379,755) |
|
16,825 |
|
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
|
Revaluation losses on available-for-sale investments taken to equity |
|
|
(14,553) |
|
14,208 |
|
|
|
|
|
|
Taxation on items taken directly to equity |
|
|
23,334 |
|
(235) |
|
|
|
|
|
|
Other comprehensive profit/(loss) |
|
|
8,781 |
|
13,973 |
|
|
|
|
|
|
Comprehensive loss attributable to: |
|
|
|
|
|
Equity holders of the parent company |
|
|
(368,643) |
|
(8,984) |
Minority interest |
|
|
(2,331) |
|
39,782 |
|
|
|
|
|
|
Total comprehensive loss |
|
|
(370,974) |
|
30,798 |
Loss per share (basic and diluted)
(Loss)/Earnings from operations per share |
11 |
|
(0.02655)p |
|
0.00001p |
Other comprehensive earnings/(loss) per share |
|
|
0.00045p |
|
0.00004p |
Total comprehensive loss per share |
|
|
(0.02610)p |
|
0.00005p |
All losses arise from continuing operations of the group.
Consolidated statement of financial position
as at 31 December 2015
|
Notes |
2015 |
|
2014 |
|
|
|
|
As Restated |
|
|
£ |
|
£ |
Non current assets |
|
|
|
|
Goodwill and other intangibles |
|
487,021 |
|
226,077 |
Property, plant and equipment |
|
80,975 |
|
116,593 |
Total non-current assets |
|
567,996 |
|
342,670 |
|
|
|
|
|
Current assets |
|
|
|
|
Available-for-sale investments |
12 |
29,273 |
|
177,477 |
Trade and other receivables |
14 |
182,254 |
|
142,180 |
Cash and cash equivalents |
|
357,915 |
|
709,332 |
Total current assets |
|
569,442 |
|
1,028,989 |
|
|
|
|
|
Total assets |
|
1,137,438 |
|
1,371,659 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
15 |
385,114 |
|
338,783 |
Borrowings |
16 |
18,877 |
|
18,877 |
Total current liabilities |
|
403,991 |
|
357,660 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Borrowings |
16 |
47,939 |
|
66,816 |
Total non-current liabilities |
|
47,939 |
|
66,816 |
|
|
|
|
|
Total liabilities |
|
451,930 |
|
424,476 |
|
|
|
|
|
Net assets |
|
685,508 |
|
947,183 |
|
|
|
|
|
Equity |
|
|
|
|
Share capital |
17 |
1,526,164 |
|
1,426,164 |
Share premium account |
|
401,039 |
|
304,289 |
Merger reserve |
|
325,584 |
|
325,584 |
Fair value reserve |
|
1,150 |
|
92,268 |
Retained earnings |
|
(1,569,380) |
|
(1,204,404) |
Equity attributable to shareholders' of the parent company |
|
684,557 |
|
943,901 |
|
|
|
|
|
Non- controlling interests |
|
951 |
|
3,282 |
|
|
|
|
|
Total Equity |
|
685,508 |
|
947,183 |
Consolidated statements of changes in equity
|
Share capital |
Share premium |
Merger reserve |
Fair value reserve |
Retained earnings |
To equity holders of the parent company |
Non-controlling interest |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Balance at 1 January 2014 as previously reported |
1,211,489 |
150,000 |
325,584 |
100,240 |
(1,215,840) |
571,473 |
(36,500) |
534,973 |
Prior period adjustment |
|
|
|
(21,945) |
21,945 |
- |
- |
- |
Balance at 1 January 2014 restated |
1,211,489 |
150,000 |
325,584 |
78,295 |
(1,193,895) |
571,473 |
(36,500) |
534,973 |
Issue of new shares |
214,675 |
154,289 |
- |
- |
- |
368,964 |
- |
368,964 |
Revaluation profits taken to equity |
- |
- |
- |
(34,392) |
- |
(34,392) |
- |
(34,392) |
Deferred tax on items taken directly to equity |
- |
- |
- |
10,340 |
- |
10,340 |
- |
10,340 |
Share based payment |
- |
- |
- |
- |
12,448 |
12,448 |
- |
12,448 |
Loss for the year |
- |
- |
- |
- |
(33,532) |
(33,532) |
39,782 |
6,250 |
Prior period adjustment |
- |
- |
- |
48,600 |
- |
48,600 |
- |
48,600 |
Taxation effect of prior period adjustment |
|
|
|
(10,575) |
10,575 |
- |
- |
- |
Revised reserves at 1 January 2015 |
1,426,164 |
304,289 |
325,584 |
92,268 |
(1,204,404) |
943,901 |
3,282 |
947,183 |
Issue of new shares |
100,000 |
96,750 |
- |
- |
- |
196,750 |
- |
196,750 |
Released on sale of available for sale investments |
- |
- |
- |
(99,900) |
- |
(99,900) |
- |
(99,900) |
Revaluation profits taken to equity |
- |
- |
- |
(14,552) |
- |
(14,552) |
- |
(14,552) |
Deferred tax on items taken directly to equity |
- |
- |
- |
23,334 |
- |
23,334 |
- |
23,334 |
Share based payment |
- |
- |
- |
- |
12,448 |
12,448 |
- |
12,448 |
Loss for the year |
|
|
- |
- |
(377,424) |
(377,424) |
(2,331) |
(379,755) |
At 31 December 2015 |
1,526,164 |
401,039 |
325,584 |
1,150 |
(1,569,380) |
684,557 |
951 |
685,508 |
Consolidated statement of cash flows
for the year ended 31 December 2015
|
|
Notes |
|
2015 |
|
2014 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit before taxation |
|
|
|
(356,421) |
|
16,590 |
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Finance income |
|
|
|
(1,150) |
|
(15,247) |
Finance expense |
|
|
|
3,972 |
|
1,343 |
Amortisation of intangible assets |
|
|
|
9,306 |
|
- |
Shares issued other than for cash |
|
|
|
- |
|
19,025 |
Other gains and losses |
|
|
|
(55,480) |
|
(412,188) |
Depreciation |
|
|
|
46,181 |
|
25,472 |
Profit on disposal of property, plant and equipment |
|
|
|
- |
|
(29,750) |
Share based payments |
|
|
|
12,448 |
|
12,448 |
|
|
|
|
|
|
|
Operating cash flow before working capital movements |
|
|
|
(341,144) |
|
(382,307) |
(Increase)/decrease in receivables |
|
|
|
(40,074) |
|
(50) |
Increase/(decrease) in payables |
|
|
|
46,333 |
|
25,340 |
|
|
|
|
|
|
|
Net cash absorbed by operations |
|
|
|
(334,885) |
|
(357,017) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
|
Finance income |
|
|
|
1,150 |
|
15,247 |
Property, plant and equipment acquired |
|
|
|
(10,563) |
|
(14,852) |
Proceeds from sale of fixed assets |
|
|
|
- |
|
29,750 |
Social media website development costs |
|
|
|
(270,250) |
|
(166,023) |
Proceeds on disposal of available for sale investments |
|
|
|
89,230 |
|
449,712 |
Net cash from investing activities |
|
|
|
(190,433) |
|
313,834 |
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
|
Finance expense |
|
|
|
(3,972) |
|
(1,343) |
Funds from share issue |
|
|
|
196,750 |
|
349,939 |
Repayment of borrowings |
|
|
|
(18,877) |
|
(8,469) |
Net cash from financing activities |
|
|
|
173,901 |
|
340,127 |
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents in the year |
|
|
|
(351,417) |
|
296,944 |
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
|
|
709,332 |
|
412,388 |
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
|
357,915 |
|
709,332 |
Notes to the group and parent company financial statements
1. General information
Ultimate Sports Group Plc is a company incorporated in the United Kingdom and its activities are as described in the chairman's statement and directors' report.
These financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the group operates.
2. Basis of Accounting
The consolidated financial statements of the group for the year ended 31 December 2015 have been prepared under the historical cost convention except for the revaluation of available-for-sale investments to fair value and are in accordance with International Financial Reporting standards ("IFRS") as adopted by the EU. These policies have been applied consistently except where otherwise stated.
The following new and amended IFRSs have been adopted during the year.
· Annual Improvements to IFRS 2011-2013 Cycle
· IFRIC interpretation 21 Levies
There were no material changes in the financial statements as a result of adopting new or revised accounting standards during the year.
3. Critical accounting judgements and key sources of estimation uncertainty
Deferred tax asset
At the present time the directors' do not consider that there is sufficient certainty regarding the utilisation of tax losses available in the group. As a result, no deferred tax asset has been recognised.
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which the goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill is the deemed cost on first time application of IFRS.
Impairment of investment in subsidiary undertakings
The company holds listed investments through various subsidiary undertakings. The values of these investments have been assessed based on their current quoted market value. These values have been used to estimate the recoverable value of the subsidiary undertakings. Where the estimated recoverable value of the company's investments in these subsidiary undertakings is less than the carrying value, the investment has been written down to the estimated recoverable value.
4. Going concern
The group has generated losses in excess of £379,000. It is anticipated that the further development of the website will improve results in the year ended 31 December 2016 and beyond. The directors have prepared financial forecasts covering the 12 months following approval of these financial statements which indicate that on the assumptions that trading conditions will improve as a result of the new website, and sufficient new investment will be provided to enable the group to cover forecast expenditure, to include website development costs, the group will remain within its existing facilities. On these grounds, the directors consider it appropriate to prepare the financial statements on a going concern basis.
5. Business segment analysis
Segmental information with regard to activities is disclosed below.
All turnover, profits, losses, assets and liabilities relate to operations undertaken in the UK.
Year ended 31 December 2015 |
|
|
|
|
|
|
|
|
Sports and leisure |
|
Social media website |
|
Consolidated |
|
|
£ |
|
|
|
£ |
|
|
|
|
|
|
|
Revenue |
|
1,674,521 |
|
- |
|
1,674,521 |
|
|
|
|
|
|
|
Segment operating profit/(loss) |
|
67,241 |
|
(93,105) |
|
(25,864) |
|
|
|
|
|
|
|
Group operating expenses* |
|
|
|
|
|
(383,215) |
|
|
|
|
|
|
|
Operating loss |
|
|
|
|
|
(409,079) |
Other gains and losses |
|
|
|
|
|
55,480 |
Finance revenues less finance costs |
|
|
|
|
|
(2,822) |
|
|
|
|
|
|
|
Loss before taxation |
|
|
|
|
|
(356,421) |
|
|
|
|
|
|
|
Taxation |
|
|
|
|
|
(23,334) |
Loss after taxation from continuing activities |
|
|
|
|
|
(379,755) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2014 |
|
|
|
|
|
|
|
|
Sports and leisure |
|
Social media website |
|
Consolidated |
|
|
£ |
|
|
|
£ |
|
|
|
|
|
|
|
Revenue |
|
1,645,643 |
|
- |
|
1,645,643 |
|
|
|
|
|
|
|
Segment operating profit/(loss) |
|
(11,626) |
|
(39,601) |
|
(51,227) |
|
|
|
|
|
|
|
Impairment of intangible assets |
|
|
|
|
|
- |
|
|
|
|
|
|
|
Group operating expenses* |
|
|
|
|
|
(409,502) |
Other gains and losses |
|
|
|
|
|
412,188 |
Finance revenues less finance costs |
|
|
|
|
|
13,904 |
|
|
|
|
|
|
|
Profit before taxation |
|
|
|
|
|
16,590 |
|
|
|
|
|
|
|
Taxation |
|
|
|
|
|
235 |
Profit after taxation from continuing activities |
|
|
|
|
|
16,825 |
* 'Group operating expenses' represent the costs of running the group as a whole. The directors consider that the costs of running Pantheon Leisure Plc of £53,675 (2014: £67,874) form part of these costs as opposed to forming part of the segmental costs of the sports and leisure division.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial position at 31 December 2015 |
|
|
|
|
|
|
|
|
|
|
Sports and leisure |
|
Social media website |
|
Consolidated |
|
|
|
£ |
|
£ |
|
£ |
Segment assets |
|
|
150,215 |
|
453,407 |
|
603,622 |
|
|
|
|
|
|
|
|
Non segmental assets |
|
|
|
|
|
|
533,816 |
|
|
|
|
|
|
|
|
Consolidated total assets |
|
|
|
|
|
|
1,137,438 |
|
|
|
|
|
|
|
|
Segment liabilities |
|
|
335,311 |
|
24,095 |
|
359,406 |
|
|
|
|
|
|
|
|
Non segmental corporate liabilities |
|
|
|
|
|
|
92,524 |
|
|
|
|
|
|
|
451,930 |
|
|
|
|
|
|
|
|
Capital additions |
|
|
10,563 |
|
270,247 |
|
|
Depreciation/amortisation charges |
|
|
18,293 |
|
9,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial position at 31 December 2014 |
|
|
|
|
|
|
Consolidated |
|
|
|
£ |
|
£ |
|
£ |
Segment assets |
|
|
153,032 |
|
181,241 |
|
463,150 |
|
|
|
|
|
|
|
|
Non segmental assets |
|
|
|
|
|
|
859,909 |
|
|
|
|
|
|
|
|
Consolidated total assets |
|
|
|
|
|
|
1,323,059 |
|
|
|
|
|
|
|
|
Segment liabilities |
|
|
329,910 |
|
10,479 |
|
342,389 |
|
|
|
|
|
|
|
|
Non segmental corporate liabilities |
|
|
|
|
|
|
82,087 |
|
|
|
|
|
|
|
424,476 |
|
|
|
|
|
|
|
|
Capital additions |
|
|
4,852 |
|
166,023 |
|
|
Depreciation charge |
|
|
18,500 |
|
- |
|
|
|
|
|
|
|
|
|
|
Unallocated assets include group cash balances of £357,915 (2014: £709,332), plant and equipment of £48,803 (2014: £76,691), goodwill of £59,954 (2014: £59,954), other assets and receivables attributable to the parent company of £67,144 (2014: £13,932). Unallocated liabilities include trade and other payables of £36,208 (2014: £11,892), hire purchase liabilities attributable to the parent company of £56,316 (2014: £70,193).
6. Operating loss
|
|
|
|
2015 |
|
2014 |
The operating loss is stated after charging /(crediting): |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Auditors' remuneration - audit services |
|
|
|
20,200 |
|
20,200 |
Operating lease rentals - land and buildings |
|
|
|
12,001 |
|
10,524 |
Depreciation of property, plant and equipment |
|
|
|
46,181 |
|
25,472 |
Amortisation - Website development |
|
|
|
9,306 |
|
- |
Profit on disposal of tangible assets |
|
|
|
- |
|
(29,750) |
Included in the audit fee for the group is an amount of £3,000 (2014: £3,000) in respect of the Company.
The auditors received fees of £1,250 (2014: £1,250) in respect of the provision of services in connection with advice relating to the group's interim results and general advice.
7. (a) Staff Costs
Employee benefit costs were as follows: |
Group |
||
|
2015 |
|
2014 |
|
£ |
|
£ |
Wages and salaries |
1,172,122 |
|
1,172,696 |
Social security costs |
80,516 |
|
73,785 |
Pension contributions |
7,910 |
|
- |
Share based payment |
12,448 |
|
12,448 |
|
1,272,996 |
|
1,258,929 |
The average numbers of employees, including directors during the year, was as follows:-
|
No. |
|
No. |
Administration, sales and coaching staff |
85 |
|
91 |
(b) Directors' remuneration
|
|
|
||
|
|
2015 |
|
2014 |
An analysis of directors' remuneration (who are the key management personnel) is set out below: |
|
£ |
|
£ |
Salary and consultancy fees |
|
173,585 |
|
173,194 |
|
|
|
|
|
Executive directors: |
|
|
|
|
Salaries and benefits |
|
87,585 |
|
87,194 |
Consultancy fees |
|
61,000 |
|
61,000 |
|
|
148,585 |
|
148,194 |
Non-executive directors: |
|
|
|
|
Salaries and benefits |
|
17,500 |
|
17,500 |
Consultancy fees |
|
7,500 |
|
7,500 |
|
|
25,000 |
|
25,000 |
|
|
2015 |
|
2014 |
Directors consultancy fees comprise: |
|
£ |
|
£ |
|
|
|
|
|
G Simmonds and Simmonds & Co |
|
45,000 |
|
45,000 |
D Hillel |
|
16,000 |
|
16,000 |
D J Coldbeck |
|
7,500 |
|
7,500 |
|
|
68,500 |
|
68,500 |
The total cost of key management personnel being the executive directors and including employers' national insurance was £151,889 (2014: £153,305).
Consultancy fees in respect of G Simmonds were paid to Simmonds & Co.
8. Finance income
|
|
||
|
2015 |
|
2014 |
|
£ |
|
£ |
Interest revenue - bank deposits |
250 |
|
247 |
Dividends received |
900 |
|
15,000 |
|
1,150 |
|
15,247 |
9. Finance costs
|
|
||
|
2015 |
|
2014 |
|
£ |
|
£ |
Interest on obligations under hire purchase agreements |
3,972 |
|
1,343 |
10. Other gains and losses
|
|
||
|
2015 |
|
2014 |
|
£ |
|
£ |
Profit on disposal of available for sale investments |
55,480 |
|
412,188 |
11. Loss per share
Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of £377,424 (2014: £22,957) and on the weighted average number of shares in issue during the year, which was 14,302,364, (2014: 14,113,090 as restated).
Comprehensive loss per share is based on the same number of shares and on the comprehensive loss for the year attributable to the equity holders in the parent company of £419,942 (2014: £57,584).
In view of the group loss for the year, share warrants and options to subscribe for ordinary shares in the company are anti-dilutive and therefore diluted earnings per share information is not presented. There are options outstanding at 31 December 2015 on 577,500 ordinary shares.
12. Available-for-sale investments
The group holds the following investments which are stated at fair value:
|
Group |
|
Company |
||||
|
2015 |
|
2014 |
|
2015 |
|
2014 |
Investments admitted to trading on AIM: |
£ |
|
£ |
|
£ |
|
£ |
Current assets |
|
|
|
|
|
|
|
Aeorema Communications Plc |
9,675 |
|
148,500 |
|
- |
|
- |
Messaging International Plc |
19,598 |
|
28,977 |
|
1,688 |
|
1,902 |
|
|
|
|
|
|
|
|
Total |
29,273 |
|
177,477 |
|
1,688 |
|
1,902 |
The group has not designated any investments as financial assets at fair value through profit or loss.
Details of investment held at 31 December were:-
Aeorema Communications Plc:
30,000 ordinary shares in Aeorema Communications Plc ('Aeorema') representing 0.37% of Aeorema's issued share capital. In May 2015 270,000 shares were sold for £89,910 before costs.
At 22 June 2016, the market bid price was 30p per share valuing the group's holding of 30,000 Aeorema shares at £9,000.
Messaging International Plc
4,482,288 Ordinary shares in Messaging International Plc ('Messaging') representing 3.9% of Messaging's issued share capital.
At 22 June 2016, the market bid price was 0.35p per share valuing its holding of Messaging shares at £15,688.
13. Receivables and loan notes
Non-current assets
Company
In 2014, amounts due within one year included £220,000 of loan notes (2014 - £220,000). The loan notes are convertible into 50 million new shares in Pantheon Leisure Plc (the borrower) at any time before redemption. The loan notes carry an interest coupon of 7.5% and are repayable on demand at par.
Pantheon Leisure Plc is a subsidiary undertaking of Ultimate Sports Group Plc.
The loan notes are included in investments.
Group
The group has no receivables and loan notes classified as non-current assets.
Current assets
|
Group |
|
Company |
||||
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Trade receivables |
71,973 |
|
49,605 |
|
- |
|
- |
Other receivables |
59,202 |
|
42,461 |
|
25,973 |
|
4,050 |
Amounts due from subsidiary undertakings |
- |
|
- |
|
647,992 |
|
444,093 |
Prepayments and deferred expenditure |
51,079 |
|
50,114 |
|
11,603 |
|
9,588 |
|
182,254 |
|
142,180 |
|
685,568 |
|
457,731 |
The average credit period given for trade receivables at the end of the year is 16 days (2014:11 days). Trade receivables are stated net of a provision for irrecoverable amounts of £Nil (2014: £Nil).
Amounts due from subsidiary undertakings are stated net of provisions for irrecoverable amounts which total £548,332 (2014: £373,931).
The total charge in the year in respect of irrecoverable receivables in the group accounts was £Nil (2014: £Nil).
As at 31 December, the ageing analysis of trade receivables is as follows:
|
Total |
|
|
|
Due but not impaired |
||||
|
£ |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
<3 months |
|
3 - 6 months |
|
>6 months |
|
|
|
|
|
|
|
|
|
|
2015 |
71,973 |
|
|
|
71,973 |
|
- |
|
- |
2014 |
49,605 |
|
|
|
49,605 |
|
- |
|
- |
14. Trade and other payables
|
Group |
|
Company |
||||
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Trade payables |
60,145 |
|
59,628 |
|
- |
|
- |
Other payables |
91,480 |
|
79,293 |
|
- |
|
- |
Taxes and social security |
107,746 |
|
92,144 |
|
- |
|
- |
Amounts due to subsidiary undertakings |
- |
|
- |
|
209,573 |
|
162,818 |
Accruals and deferred income |
125,743 |
|
107,718 |
|
31,508 |
|
9,792 |
|
385,114 |
|
338,783 |
|
241,081 |
|
172,610 |
The average credit period taken for trade payables at the end of the year is 29 days (2014: 22 days).
15. Bank overdraft
Sport in Schools Limited and Football Partners Limited have bank overdraft facilities of £50,000 and £20,000 respectively which are secured by guarantees of up to £50,000 and £20,000 for each company given by Ultimate Sports Group Plc. Both overdrafts are repayable on demand.
16. Borrowings
|
Group |
|
Company |
||||
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
£ |
|
£ |
|
£ |
|
£ |
Due within one year |
|
|
|
|
|
|
|
Interest free loans |
5,000 |
|
5,000 |
|
- |
|
- |
Hire purchase finance |
13,877 |
13,877 |
13,877 |
13,877 |
|||
|
|
|
|
|
|||
Total due within one year |
18,877 |
18,877 |
13,877 |
13,877 |
|||
|
|
|
|
|
|||
Due after more than one year |
|
|
|
|
|||
Interest free loans |
5,500 |
10,500 |
- |
- |
|||
Hire purchase finance |
42,439 |
56,316 |
42,439 |
56,316 |
|||
|
|
|
|
|
|||
Total due after more than one year |
47,939 |
66,816 |
42,439 |
56,316 |
|||
|
|
|
|
|
|||
Total borrowings |
66,816 |
|
85,693 |
|
56,316 |
|
70,193 |
17. Issued share capital
Shares of 10p each |
|
|
Number of shares |
|
£ |
|
|
|
|
|
|
At 1 January 2015 |
|
|
14,261,638 |
|
1,426,164 |
Shares issued in the year |
|
|
1,000,000 |
|
100,000 |
|
|
|
|
|
|
At 31 December 2015 |
|
|
15,261,638 |
|
1,526,164 |
In October 2015, following a share consolidation all shareholders received one 10p share for every one 0.1p share in issue.
In December 2015 the company issued raised £200,000 before costs from a placing at a price of 20p per share resulting in the issue of a further 1,000,000 shares of 10p each.
At 31 December 2015 the company's issued shares carry no rights to fixed income.
Share options and warrants
On 17 January 2011 the company adopted an unapproved share option scheme.
To date the company has granted 577,500 to key executives and employees engaged in the development of the social network.
The market price of the company's shares at 31 December 2015 was 23.5p and the price range during the financial year was 23.5p and 28.5p.
18. Financial commitments
The group is committed to making the following future minimum lease payments under non-cancellable operating leases which fall due as follows:
|
|
|
|
2015 |
2014 |
|
£ |
£ |
Within one year |
|
|
Land and buildings |
12,001 |
10,000 |
Other |
- |
820 |
|
|
|
Between two and five years |
|
|
Land and buildings |
45,499 |
40,000 |
Other |
- |
- |
|
|
|
After five years |
|
|
Land and buildings |
52,500 |
60,000 |
|
|
|
|
|
|
|
110,000 |
110,820 |
|
|
|
19. Statement of changes in equity
Retained earnings represent the cumulative retained profit or loss of the group.
Share premium is the amount subscribed for share capital in excess of nominal value and is a capital reserve required by UK company law.
The merger reserve is a non-statutory reserve and represents the difference between the fair value and nominal value of the shares exchanged for shares on acquisition of Reverse Take-Over Investments Plc which took place in 2003.
The fair value reserve represents the cumulative surplus and deficits on recognition of available-for-sale investments at fair value, less tax attributable to the net surplus.
No dividend was paid during the year (2014: Nil).
20. Post balance sheet events
There were no post balance sheet events to be stated by way of note.
21. Related parties
Details of the remuneration of directors are given in note 8. In addition to the information given in that note, the following provides further details of related party transactions involving the company and its directors.
The directors are considered to be the key management personnel of the group.
Simmonds & Co
The group made payments of £31,200 [excluding VAT] (2014 £31,200) as contributions towards office and secretarial costs to Simmonds & Co, Chartered Accountants, a practice in which G Simmonds is sole proprietor.
22. Notes to statements of cash flows
a) Analysis of net funds
|
At 1 January 2015 £ |
Cash Flow £ |
Non-cash movements £ |
|
At 31 December 2015 £ |
Group |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
709,332 |
(351,417) |
- |
|
357,915 |
|
|
|
|
|
|
Borrowings |
(85,693) |
18,877 |
- |
|
(66,816) |
|
|
|
|
|
|
Net funds |
623,639 |
(332,540) |
- |
|
291,099 |
|
|
|
|
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
513,278 |
(303,982) |
- |
|
209,296 |
|
|
|
|
|
|
Borrowings |
(70,193) |
13,877 |
- |
|
(56,316) |
|
|
|
|
|
|
Net funds |
443,085 |
(290,105) |
- |
|
152,980 |
(b) Reconciliation of net cash flow to movement in net funds
|
|
|
Group £ |
|
Company £ |
(Decrease)/increase in cash and cash equivalents in the year |
|
|
(351,417) |
|
(303,982) |
Cash inflow from new borrowings |
|
|
- |
|
- |
Cash outflow on borrowings repaid in the year |
|
|
18,877 |
|
13,877 |
|
|
|
|
|
|
Movement in net funds/(debt) |
|
|
(332,540) |
|
(290,105) |
General
A copy of the report and accounts are being posted to shareholders today and will be available on the Company's website www.ultimatesportsgroup.me later today.
For further information please visit www.ultimatesportsgroup.me or contact:
Geoffrey Simmonds |
Ultimate Sports Group Plc |
Tel: 020 7935 0823 |
Marc Milmo |
Cantor Fitzgerald Europe |
Tel: 020 7894 7000 |
Catherine Leftley |
Cantor Fitzgerald Europe |
Tel: 020 7894 7000 |
Neil Badger |
Dowgate Capital Stockbrokers Ltd |
Tel: 01293 517 744 |
Jason Robertson |
Dowgate Capital Stockbrokers Ltd |
Tel: 01293 517 744 |
Elisabeth Cowell |
St Brides Partners Ltd |
Tel: 020 7236 1177 |
Charlotte Heap |
St Brides Partners Ltd |
Tel: 020 7236 1177 |