Preliminary Results

RNS Number : 8904Q
Dods (Group) PLC
23 June 2015
 



Dods (Group) PLC

PRELIMINARY RESULTS (AUDITED)

 

Financial Highlights

·         Revenue of £18.3 million (2014: £19.8 million)

·         Gross profit margin at 29% (2014: 29%)

·         Adjusted EBITDA at £1.2 million (2014 £1.1 million) *

·         Cash generated from operations in the year was £1.4 million (2014: £0.4 million) 

·         Non-recurring costs amounted to £1.6 million, impairment of intangibles amounted to £1.7 million and additional intangible asset amortisation due to shortening of useful economic lives was £1.1 million

·         Reported loss before tax £5 million (2014: loss £1.5 million)

·         Net cash of £5.9 million at 31 March 2015 (at 31 March 2014: net cash of £5.3 million)

·         Adjusted EPS 0.13 pence (2014: 0.06 pence)

*EBITDA is calculated as earnings before interest, tax, depreciation, amortisation of intangible assets acquired through business combinations, share based payments and non-recurring items

 

Cheryl Jones, Chairman, commented:

"Dods began an aggressive business transformation programme in October 2014 designed to focus the organisation, accelerate the Company's capabilities to capture strategic market opportunities, and improve performance.   I am pleased to report the Company completed the business transformational plan initiatives for the third and fourth quarters of the fiscal year, and therefore, concluded the year in line with expectations."    

 

Chairman's statement

In October of 2014, Dods began an aggressive business transformation programme designed to focus the organisation, accelerate the Company's capabilities to capture strategic market opportunities, and improve performance.  I am pleased to report the Company completed the business transformational plan initiatives for the third and fourth quarters of the fiscal year, and therefore, concluded the year in line with expectations.       

Progress

The objectives of the business transformation plan are to accelerate the completion of key priorities including:  developing scalability for growth through an efficient client facing operational structure, further exploiting the market opportunities of the brand portfolio, and leveraging technology to enable speed-to-market, a premium client experience, and a streamlined operational environment. 

The past two quarters have been a time of focus and accelerated change for the organisation. The initial phase of the transformation plan reviewed the Company's operational practices to improve the strategic focus towards client requirements, and re-evaluated current operational activities.   

The second phase of the plan was to improve overall operational efficiency and effectiveness.  The operational groups were realigned to improve client facing activities, and specific areas were identified to be strengthened providing for future value and scalability. Restructuring and reallocation of resource investments were made to improve company agility and enable a strategic approach to the market. 

Results

Revenue was in line with expectations for fiscal year 2015 at £18.3m (2014: £19.8m), largely due to year-over-year volatility in events and training services. Gross margins remained consistent year over year at 29%. Dods achieved an adjusted EBITDA of £1.2m (2014: £1.1m) and generated £1.4m of cash from operations in the fiscal year (2014: £0.4m). Depreciation and amortisation costs were £1.8m (2014: £2.1m). Adjusted EBIT was a loss of £0.6m (2014: loss of £1.1m). 

Following operational restructuring and a systems review, the Company incurred total non-recurring costs of £1.6m. In light of the Company's operating plans, a review of products required a reduction to intangible assets acquired through business combinations of  £2.8m.  The Group reported a loss in earning before tax of £5.0m (2014: loss of £1.5m).  

Priorities

Dods will continue transformational plan implementation during fiscal year 2016, with plans to conclude operational realignment in the first half of the fiscal year. The next phase of the programme will include:   

·      completing the redesign of operations and embedding the changes into an improved process environment

·      creating organic growth by building upon the strength of the client portfolio in order to improve retention, accelerate the expansion of products and services to existing clients, and target new business

·      converting the efficiencies gained through restructuring and business realignment initiatives to the next level of step change in performance

The Board of Directors believes the Company is well positioned to accomplish its priorities and to achieve its objectives for the current year. On behalf of the Board, I would like to offer my sincere thanks to the management teams, and to all the Company's valued employees for their focussed efforts during a time of rapid change.

Strategic report

Our objectives are to leverage the strength of our brands, continue to build upon our client portfolio, and align our talent teams to accelerate the organic growth of the organisation providing a platform for predictable, recurring growth.

Our business

Dods is a specialist communication and media services company delivering information and analysis across multiple platforms. We provide the key information and insights required to understand, navigate and engage in the political and public policy environment.

Specifically, content is provided through an array of full-service mediums including, digital, print, live events, online engagement programmes, face-to-face training, and bespoke research.  We serve a wide variety of public and private sector clients who increasingly subscribe to multiple products and services. Our main markets are in the UK and Europe.

Key products & services

We have built and acquired a strong portfolio of market-leading brands. These products and services can be paired and bundled to provide comprehensive solutions. 

Media

Dods' print, web and social media operations deliver unique news, comment and analysis, while providing channels for our customers to engage with senior decision-makers. Our brands are all market leaders in their fields and include The House, Total Politics, Politicshome.com, Civil Service World, Holyrood, Training Journal, Le Trombinoscope, and The Parliament Magazine.

Events

Our media brands are leveraged by our events business, reflecting their values, credibility and neutrality, and associating them with high levels of delivery. Some of our events brands include Dods Round Tables, Civil Service Live, Westminster Briefing as well as other content specific seminars and conferences.

Our full array of events products and services include:

·      round tables that allow targeted engagement between customers and decision-makers

·      policy briefing events that explain developments and apprise attendees of the likely impact on their organisation and sector

·      training programmes for public servants in the UK and internationally in the skills to formulate and deliver policy

·      awards events to celebrate best practice and achievement

Information

Dods Monitoring is the market leading brand for information and insight on institutions and stakeholders in the UK and EU. Dods also provides contact and biographical data on industry figures, online and in print. We ensure our customers are kept informed of all pertinent policy developments and enable clients use this data to track and communicate with decisions-makers across areas of strategic importance to their organisation. In addition, Dods provides survey and polling services across our markets, allowing customers to gauge the attitudes of decision-makers. This insight feeds into their communication and public affairs strategies.

Key financial information


12 months ended

12 months ended



31-Mar-15

31-Mar-14



£'000

£'000





Revenue

18,301

19,775




Gross Profit Margin


29%

29%




Reported earnings before tax

(4,971)

(1,488)




Adjustments*




Adjustment to amortisation of intangible assets acquired through business combinations following product reviews

2,781

-

Non recurring restructuring costs

632

294

Non recurring amortisation cost following software and systems review

578

-

Non recurring other items

340

181





Adjusted EBIT


(640)

(1,013)





Net finance costs

63

44

Depreciation of property, plant and equipment

228

225

Amortisation of software intangible assets

763

803

Amortisation of intangible assets acquired through business combinations

791

1,026





Adjusted EDITDA


1,205

1,085





* The adjustments were based on review and initial phases of the business transformation plan which was accelerated in October 2014.

 

Business review       

At £18.3m, revenue ended 7% or £1.5m less than the prior year. Cash generated from operations was £1.4m compared to £0.4m in the prior year. Total digital revenues increased 10% to £8.1m. Subscription revenues increased 11% to £7.6m.

Adjusted EBITDA, up 11% to £1.2m, reflected efficiencies which were the result of targeted restructuring initiatives. This has led to a more simplified and functionally aligned environment.

We remained focused on recurring revenues particularly in information and digital media, and committed to publishing brands which bring strength and bolster our market leadership position. As part of our review, we re-evaluated our events and training portfolio focusing on revenue quality. We completed the initial realignment of the marketing and service delivery structure in order to implement the rebalancing and growth of the portfolio at appropriate margins. These activities, coupled with changes in large customer spend, saw event revenues down 17% from £8.1m to £6.7m

After an assessment of the group's portfolio it was deemed that some brand and publishing rights were no longer central to core activity so it was determined necessary to impair some intangible assets and adjust the useful economic life of others. This resulted in charges of £1.7m and £1.1m respectively.

Our business strategy continues to be reliant on digital platforms and delivery systems.  As such, during our operational review, the appropriateness of policies around web distribution spend was assessed. This resulted in an amortisation charge of £0.6m of costs previously capitalised.

The transformation initiatives completed provide a solid opportunity to establish a platform for future growth and performance improvement. Our key objectives include:

·      converting the restructuring to deliver a step change in performance

·      embedding new practices and processes within the operating environment to develop and maintain a new standard of performance

·      focus on organic growth strategies including retention, expansion and targeted new business

·      focus on high quality, recurring revenue and subscription-based business

Martin Beck

Chief Executive Officer

 

 

CONSOLIDATED INCOME STATEMENT                                                                                                                                

for the year ended 31 March 2015

                 

                                                                                 


Note

Year Ended

Year Ended




31 March 2015

31 March 2014









£'000

£'000


Continuing Operations










Revenue

3

18,301

19,775







Cost of sales


(13,104)

(13,934)







Gross profit


5,197

5,841







Administrative expenses:





Non-recurring items

4

(1,550)

(485)


Amortisation of intangible assets acquired through business combinations

5, 13

(1,904)

(1,026)


Impairment of intangible assets acquired through business combinations

5, 13

(1,668)

-


Other administrative expenses

5

(4,989)

(5,782)


Total administrative expenses


(10,111)

(7,293)












Operating loss


(4,914)

(1,452)







Finance income

8

32

11


Financing costs

9

(89)

(47)












Loss before tax

5

(4,971)

(1,488)







Income tax credit

10

292

199












Loss for the year/period attributable to equity holders of parent company


(4,679)

(1,289)







Loss per share





Basic and diluted

11

(1.38) p

(0.38) p


                                                                 

                                                                                                                                                                

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                                                                           

for the year ended 31 March 2015                                                                                                     



12 Months Ended

12 Months Ended



31 March 2015

31 March 2014



£'000

£'000





Loss for the period


(4,679)

(1,289)





Items that will be subsequently reclassified to Profit and Loss




Exchange differences on translation of foreign operations


(62)

(10)

Other comprehensive income for the year


(62)

(10)





Total comprehensive income in the year attributable to equity holders of parent company


(4,741)

(1,299)

                                                                                                

                                                                                                                                                                                                   



CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2015                                                                                                                                                          

 



2015

2014


Note

£'000

£'000





Goodwill

12

13,282

13,282

Intangible assets

13

10,058

14,332

Property, plant and equipment

14

308

471

Non-current assets


23,648

28,085





Inventories

16

74

124

Trade and other receivables

18

2,971

3,759

Cash at bank and in hand

18,25

5,908

5,291

Current assets


8,953

9,174





Income tax payable


(30)

(39)

Trade and other payables

 19

(7,168)

(6,790)

Current liabilities


(7,198)

(6,829)





Net current assets


1,755

2,345





Total assets less current liabilities


25,403

30,430





Deferred tax liability

22

(808)

(1,100)

Non-current liabilities


(808)

(1,100)

Net assets


24,595

29,330





Equity attributable to equity holders of parent




Issued capital

23 

17,078

17,078

Share premium


8,009

8,009

Other reserves


409

409

Retained profit/(deficit)


(882)

3,367

Share option reserve


47

471

Translation reserve


(66)

(4)

Total equity


24,595

29,330

 

The accompanying notes form an integral part of this consolidated statement of financial position.                   

 

These financial statements were approved by the Board of Directors and were signed on its behalf by:                           

 

 

Martin Beck                                                                                            

Chief Executive Officer                                                                                                                                                                                            

22 June 2015           

 

 

                                                                                                                 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                                                                                                                    

for the year ended 31 March 2015                                                                                                                                      

                                                                                                                                                                                                   









 

 

Share

capital

Share

premium

Merger

reserve

Retained

earnings

Translation

reserve

Share option reserve

Total shareholders'

Funds


£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 31 March 2013

17,078

8,009

409

5,129

(4)

-

30,621

Reclassification

-

-

-

(473)

10

463

-

Total comprehensive loss








  Loss for the year

-

-

-

(1,289)

-

-

(1,289)

Other comprehensive loss








  Currency translation differences

-

-

-

-

(10)

-

(10)

Transactions with owners








  Share based payment

-

-

-

-

-

8

8

At 31 March 2014

17,078

8,009

409

3,367

(4)

471

29,330

Reclassification

-

-

-

-

-

-

-

Total comprehensive loss








  Loss for the year

-

-

-

(4,679)

-

-

(4,679)

Other comprehensive loss








  Currency translation differences

-

-

-

-

(62)

-

(62)

Transactions with owners








  Lapsed option transfer

-

-

-

430

-

(430)

-

  Share based payment

-

-

-

-

-

6

6

At 31 March 2015

17,078

8,009

409

(882)

(66)

47

24,595

 

 



CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2015


Note

12 months ended

31 March 2015

12 months ended

31 March 2014



£'000

£'000





Loss for the year


(4,679)

(1,289)

Depreciation of property, plant and equipment


228

225

Amortisation of intangible assets acquired through business combinations

13 

1,904

1,026

Amortisation of other intangible assets

13 

763

803

Accelerated amortisation of software intangibles

       4

578

-

Impairment of intangible assets acquired through business combinations

     13

1,668

-

Share based payments (credit)/charge


6

8

Net finance costs


57

36

Income tax credit


(292)

(199)

Operating cash flows before movements in working capital


233

610





Change in inventories


50

34

Change in trade and other receivables


                   788

(1,022)

Change in trade and other payables


378

904

Cash generated by operations


1,449

526





Taxation paid


-

(87)





Net cash from operating activities


1,449

439





Cash flows from investing activities




Interest and similar income received

32

11

Acquisition of subsidiaries, net of cash acquired

21

-

(564)

Acquisition to property, plant and equipment

 14

(73)

(123)

Additions to intangible assets

13

(638)

(1,462)





Net cash used in investing activities


(680)

(2,138)





Cash flows from financing activities




Interest and similar expenses paid


(89)

(12)





Net cash used in financing activities


(89)

(12)





Net increase/(decrease) in cash and cash equivalents in continuing operations


679

(1,711)

Opening cash and cash equivalents


5,291

7,037

Effect of exchange rate fluctuations on cash held


(62)

(35)

Closing cash and cash equivalents in continuing operations

 25

5,908

5,291





                                                                  

Notes to the financial statements                                                    

31 March 2015                                                                                                                                                                                                                                                                                                         

1              Statement of Accounting Policies                                                                                                                                                                                                                                                     

Dods (Group) PLC is a Company incorporated in England and Wales.                                                 

                                               

The consolidated financial statements of Dods (Group) PLC have been prepared and approved by the directors in accordance with International Financial Reporting Standards as endorsed by the International Accounting Standards Board and as adopted by the EU ("adopted IFRS"). The Company has elected to prepare its parent company financial statements in accordance with UK GAAP; these are presented after the notes to the consolidated financial statements.                                                                                                                              

The group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group").  The parent company financial statements present information about the Company as a separate entity and not about its group.                                                                                                                                                                                      

The accounting policies set out below, have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements.                                                                                                              

                                                                                                                                                                               

Judgements made by the directors in the application of these accounting policies that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 2.                                                                                                         

 

Standards adopted            

 

There are no IFRS or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 April 2014 that have had a material impact on the group.                                                                                                                                   

 

Basis of preparation                                                                                                                                                            

 

The financial statements have been prepared in accordance with applicable accounting standards, and under the historical cost accounting rules, except for derivative financial instruments which are stated at their fair value, and non-current assets and disposal groups held for sale which are stated at the lower of previous carrying value and fair value less costs to sell.

 

Going Concern                                                                                                                                                                      

 

The Group had net current assets as at 31 March 2015 of £1,755,000 (2014: £2,345,000). The Directors have considered the implications for Going Concern below.     

                                                                                                                 

 The Board remains satisfied with the Group's funding and liquidity position.                                                                        

 

The Board remains mindful regarding the uncertainties inherent in the current economic conditions.  The Group's forecasts and projections, taking account of reasonable changes in trading performance given these uncertainties, show the Group operating within its current cash flow with significant headroom going forward.                                                                                                         

On the basis of these forecasts, and given the level of available cash, the Board has concluded that the going concern basis of preparation continues to be appropriate.                                         

 

Further information on the Group's business activities, together with factors likely to affect its future development, performance and position are set out in the Business and Financial review on pages 4 to 7, and in the Directors' Report on page 8.  In addition, note 17 sets out the Group's objectives, policies and processes for managing its capital, financial risks, financial instruments and hedging activities, and its exposures to credit and liquidity risk.                                                    

 

Basis of consolidation                                                                                                                                                         

 

Subsidiaries are entities controlled by the Group (parent company and its subsidiaries referred to as the "Group").  Control is achieved where the Group is exposed, or has rights to variable returns and has the ability to affect those returns. The results of subsidiaries acquired or sold are included in the consolidated financial statements from the date control commences to the date control ceases.  Where necessary, adjustments are made to the results of the acquired subsidiaries to align their accounting policies with those of the Group.  All intra-group transactions, balances, income and expenditure are eliminated on consolidation.                                                                                                                                                                                                                      

 

Business combinations                                                                                                                                                      

 

Business combinations are accounted for using the acquisition method at the acquisition date, which is the date on which control is transferred to the Group.  In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.                                                                                                                                                      

 

The Group measures goodwill as the fair value of the consideration transferred (including the fair value of any previously-held equity interest in the acquiree) and the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.  When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.                                                                                                     

 

The consideration transferred does not include amounts related to the settlement of pre-existing relationships.  Such amounts are generally recognised in profit or loss.                                                                            

 

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.  Costs relating to acquisitions are shown in non-trading items.                                                                                                                                               

                                                                                                                                 

Any contingent consideration payable is recognised at fair value at the acquisition date.  If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity.  Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.                                                                                                                                     

 

Revenue recognition - sale of goods                                                                                                                                               

Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes, and provisions for returns and cancellations.      

 

Revenue on books or magazines provided for clients is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the amount of revenue can be measured reliably.                 

 

When books are sold on a sale or return basis, revenue is recognised on distribution less a provision for expected returns.

 

Revenue recognition - sale of services                                                                                                                                          

Revenue in respect of subscription-based services, including online services and licensing, is recognised on a straight line basis over the period of subscription or licence.  The unrecognised element is carried within creditors as deferred revenue. 

 

Revenue in respect of advertising services is recognised on publication.  Where publications are printed and distributed in more than one volume, the fair value of the revenue attributable to each volume is recognised as it is distributed.

 

                                                                                                                                                 

Where long term training is provided together with training materials, the fair value of the materials provided to delegates is recognised as revenue upon distribution.  The remaining revenue is recognised in stages as courses occur.                                   

 

When long term training programmes are designed on a client's behalf, revenue relating to the conception, set-up and design of the programme is recognised when the first event occurs.  Revenue in relation to the organisation and administration of the programme is recognised over the programme's life.                                                                                                                                                           

Revenue on all one-off events and conferences is recognised as they occur.  Cash received in advance and directly attributable costs relating to future events are deferred. Losses anticipated at the balance sheet date are provided in full.                                                                                                     

Revenue for recruitment services provided is recognised when an unconditional offer is accepted. Retainer revenue is recognised upon completion of the candidate's probationary period.  Interim revenue is recognised for the period in which the interim staff member works.                                                                                    

 

Leases                                                                                                                                                                   

 

When the Group enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a finance lease or similar hire purchase contract. All other leases are treated as operating leases.

 

Operating lease rentals are charged to the income statement on a straight line basis over the period of the lease.

 

Lease incentives are recognised in the income statement as an integrated part of the total lease expense.        

                                 

Post retirement benefits - defined contribution                                                                                                           

 

The Group contributes to independent defined contribution pension schemes. The assets of the schemes are held separately from those of the Group in independently administered funds. The amount charged to the profit and loss account represents the contributions payable to the schemes in respect of the accounting period.

  

 

Post retirement benefits - defined benefit

 

The Group's French subsidiary operated a defined benefit pension scheme which was open to all employees, who were entitled to a lump sum on retirement.  Following the disposal of the major part of the French business in June 2008, the scheme remains available to 5 remaining French employees of the Group.

 

                                                                                               

At the time of the transfer of the major part of the business, the liability was calculated by a qualified independent actuary to determine the net defined obligations.  The liability was less than €500.  The Directors consider this to be an immaterial amount and therefore have not given the disclosures required by IAS 19, "Employee Benefits".              

 

 

Share based payment

 

The Group operates a number of equity-settled, share-based compensation plans.  The fair value of the employee services received in exchange for the grant of the options is recognised as an expense with a corresponding increase in equity.  The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, but excluding the impact of any non-market related vesting conditions.  Non-market related vesting conditions are included in assumptions about the number of options that are expected to vest.  At each balance sheet date, the Group revises its estimates of the number of options that are expected to vest.  It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

 

Deferred tax is recognised where it is probable that tax relief will be available on the difference between exercise price and market price at the balance sheet date.

 

Non-recurring items

 

Non-recurring items are items which in management's judgement need to be disclosed by virtue of their size, incidence or nature. Such items are included within the income statement caption to which they relate and are separately disclosed either in the notes to the consolidated financial statements or on the face of the consolidated income statement.            

 

Non-recurring items are not in accordance with any specific IFRS definition and therefore may be different to other companies' definition of "non-recurring items".                                                                      

 

Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

                 

Current tax is based on taxable profit for the year and any adjustment to tax payable in respect of previous years. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

 

The Group's assets and liabilities for current tax are calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

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

 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.                                                                                 

 

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

 

Deferred tax is calculated at the tax rates enacted or that are expected to apply (substantively enacted) at the balance sheet dated when the liability is settled or the asset is realised.  Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority or the Group intends to settle its current tax assets and liabilities on a net basis.       

 

 

Goodwill

 

Goodwill represents the difference between the cost of acquisition of a business and the fair value of identifiable assets, liabilities and contingent liabilities acquired.  Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.  Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is tested annually for impairment. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.

 

Intangible assets

 

Intangible assets acquired by the Group are stated at cost less accumulated amortisation and impairment losses, if any.  Intangible assets are amortised on a straight-line basis over their useful lives in accordance with IAS 38 "Intangible Assets".  Assets are not revalued.  The amortisation period and method are reviewed at each financial year end and are changed in accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" if this is considered necessary.  The estimated useful lives are as follows:                                                                                                                                                                             

 

Publishing rights                                      10-75 years (except for one specific right that is deemed to have a UEL of 75 years)                                                          

 

                                Brand names                                           15-20 years                                                                             

 

                                Customer relationships                           1-8 years                                                                                                                                                                                  

                                Customer lists                                         4 years                                                                                     

 

                                Order books                                            1 year                                                                                       

 

                                Other assets                                           1 year                                                                                       

 

Software which is not integral to a related item of hardware is included in intangible assets and amortised over its estimated useful lives of between 3-6 years.  The salaries of staff employed in the development of new software relating to our information services products within the Group are capitalised into software. The salaries of staff employed in the development of websites and associated software are now expensed as incurred as research expenses.

 

For new publications and other new products, development costs are deferred and amortised over periods of between one and five years following the first release of the new product for sale.                                                                                                                                                               

 

Impairment                                                                                                                                                                             

 

The carrying amounts of the Group's intangible assets are reviewed at each reporting date to determine whether there is any indication of impairment.  If any such indication exists, then the asset's recoverable amount is estimated.  For goodwill the recoverable amount is estimated each year at each balance sheet date.               

 

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.              

 

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").  The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.                 

 

 

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.  Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

 

An impairment loss in respect of goodwill is not reversed.  In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

 

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 

Property, plant and equipment

 

Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses, if any.    

 

Depreciation is provided to write off the cost less estimated residual value of property, plant and equipment by equal instalments over their estimated useful economic lives as follows:                                                                                      

 

                                Leasehold improvements                        Over the shorter of the life of the asset or lease period                                                                                                                                          

                                Equipment, fixtures and fittings               5 years   

 

                                IT Equipment                                            3 years

 

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.                     

 

 

Inventories, work in progress and long term contracts           

 

Inventories are stated at the lower of cost and net realisable value.  Work in progress consists of internal and third party editorial and production costs prior to print, which are capitalised for new publications and substantial updates of continuing publications.  Work in progress is valued at the lower of cost and net realisable value being the recoverable amount based on anticipated forward sales from the first print run.  Inventories are expensed through cost of sales.

 

Cash

                 

Cash includes cash on hand and in banks.  Cash in banks earn interest at the respective bank deposit rates.

 

Provisions

 

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.  If the effect is material, provisions are determined by discounting the expected future cash flows at a pre tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

 

Financial liabilities and equity instruments

 

Financial assets and financial transactions are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities, and includes no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group, and, where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.                                                                                

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

 

Derivative financial instruments

 

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Group uses foreign exchange forward contracts to hedge these exposures.  The Group does not apply hedge accounting.  The Group does not use derivative financial instruments for speculative purposes.

                                                                                                                                                 

                                                                                                                                                 

Foreign currencies                                                                                                                                                                                                              

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency).  For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the presentation currency of the Group.

 

 

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.  At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. 

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated but remain at the exchange rate at the date of the transaction.                                                                                        

 

 

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period.  Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the income statement for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity.  For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.                                                                                                                                     

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date.  Income and expense items are translated at the average exchange rates for the period ended on the balance sheet date. Exchange rate differences arising, if any, are recognised directly in equity in the Group's translation reserve.  Such translation differences are recognised as income or as expense in the income statement in the period in which the operation is disposed of.

 

 

2              Accounting estimates, judgements and adopted IFRS not yet effective                                                  

 

The key assumptions concerning the future and other key sources of estimation and judgements at the balance sheet date that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

                                                                                                 

 a) Capitalisation of internal costs and assessment of their future recoverability                                                                                                                                                

Management has capitalised costs incurred in relation to the development of internally generated intangible assets.  The main area where costs have been capitalised has been summarised below:     

                                                                                                                                           

i)              Development of software       

 

The salaries of staff employed in the development of new software within the Group have been capitalised into software, within other intangible assets.  These development costs are then expensed over the estimated useful life of the software, being 6 years.                                                                                                                                                                                                                                                                         

Management estimate the extent to which internally generated intangibles will be recovered by assessing future earnings. This is based on past revenue performance and the likelihood of future releases or the use of catalogue. Future sales performance varies from such assessments and changes to provisions against specific publications may be necessary.                                             

                                                                                                 

 b) Intangible assets                                                                                                                                                                                                                                             

When the Group makes an acquisition, management review the business and assets acquired to determine whether any intangible assets should be recognised separately from goodwill.  If such an asset is identified, it is valued by discounting the probable future cash flows expected to be generated by the asset over the estimated life of the asset.  Where there is uncertainty over the amount of economic benefit and the useful life, this is factored into the calculation.  Judgements and estimations are also used by the Directors for the value in use calculation for impairment purposes of goodwill and other intangible assets.  Details of goodwill and intangible assets are given in notes 12 and 13.

  

                                                                                                                                 

c) Recoverability of trade receivables                                                                                                                             

 

Trade receivables are reflected net of estimated provisions for doubtful accounts.  This provision is based on the ageing of receivable balances and historical experience. Details of trade receivables are given in note 17.              

 

d) Deferred tax      

 

Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised.  In particular, judgement is used when assessing the extent to which deferred tax assets should be recognised with consideration given to the timing and level of future taxable income. Details of deferred tax are given in note 22.

 

Details of judgements and estimates in relation to the impairment of goodwill are given in note 12.                       

 

Adopted IFRS not yet applied                                                                                                                                             

 

A number of new standards, amendments to standards and interpretations are in issue but not yet effective for annual periods beginning on 1 April 2014 and have not been applied in preparing these consolidated financial statements.  None of these are expected to have a significant effect on the consolidated financial statements of the Group.

                                                                                 

The Group continues to monitor the potential impact of other new standards and interpretations which may be endorsed by the European Union and require adoption by the Group in future accounting periods.                              

   

 

3              Segmental information                                                                                                                                       

 

Business segments                                                                                                                                                             

 

The Group considers that it has one operating business segment. It monitors revenue by product and activity to determine the overall performance of the segment.                                                

 

Principal activities are as follows:                                                                                                                                                                                                           

The Group's principal activity is the curation and aggregation of high quality information and data and the provision of services through a combination of online information and digital services, training courses, conferences and events publications, and other media. The Group operates primarily in the UK, Belgium and France and has market-leading positions in much of its portfolio. These products and services can be paired and bundled to provide comprehensive solutions.        

 

No client accounted for more than 10% of total revenue.

                                                                                                                  

Segment results, assets and liabilities and other information include items directly attributable to the segment. The segment is not aggregated.

                 

The following segmental information about the business is presented below. The key information reviewed by the Chief Operating Decision Maker are Revenues and EBITDA as shown below.

 




Consolidated




£'000





Revenue




External revenue-sale of services



17,660

External revenue-sale of goods



641

Total revenue



18,301





Earnings before interest, tax, depreciation and amortisation and non-recurring items



1,205





Depreciation



(228)

Amortisation



(2,667)

Impairment



(1,668)

Share based payment charge



(6)

Non-recurring items



(1,550)

Operating loss



(4,914)





Finance income



32

Financing costs



(89)

Loss before tax



(4,971)





Income tax credit



292





Loss after tax



(4,679)

 

                                                                                                                                                                                    





2014/15 - Other information



Consolidated




£'000





Capital expenditure - intangible assets - external



142

Capital expenditure - intangible assets - internal



496

Capital expenditure - other



73

Depreciation



228

Amortisation of intangible assets



2,667

  

 

Balance Sheet














Consolidated





£'000






Assets




32,601






Liabilities




(8,006)

Consolidated net assets




24,595











                                                                                                                                                                                    

Year ended 31 March 2014






Consolidated




£'000





Revenue




External revenue-sale of services



18,860

External revenue-sale of goods



915

Total revenue



19,775





Earnings before interest, tax, depreciation and amortisation and non-trading items



1,087





Depreciation



(225)

Amortisation



(1,829)

Non-trading items



(485)

Operating loss



(1,452)





Finance income



11

Financing costs



(47)

Loss before tax



(1,488)





Income tax credit



199





Loss after tax



(1,289)

 

     

                                   

2014 - Other information



Consolidated




£'000





Capital expenditure - intangible assets - external



1,195

Capital expenditure - intangible assets - internal



267

Capital expenditure - other



123

Depreciation



225

Amortisation of intangible assets



1,829

 

 

     

Balance Sheet














Consolidated





£'000






Assets




37,836






Liabilities




(8,506)

Consolidated net assets




29,330











                                                                                                                                                                               

                                                                                                                                                                                                   

 Geographical segments                                                                                                                                                                                                                                     

The following table provides an analysis of the Group's performance and assets by geographical market.  Segment revenue is based on the geographical location of customers and segment assets on the basis of location of assets.

 

                                                                                                                                                                 


Revenue by geographical market

Carrying amount of segment assets

Additions to property, plant and equipment and intangible assets


Year ended 31 Mar 2015

Year ended 31 Mar 2014

Year ended 31 Mar 2015

Year ended 31 Mar 2014

Year ended 31 Mar 2015

Year ended 31 Mar 2014


£'000

£'000

£'000

£'000

£'000

£'000








UK

14,109

15,674

32,076

37,181

711

1,318

Continental Europe and rest of world

4,192

4,101

525

655

-

-

Continuing operations

18,301

19,775

32,601

37,836

711

1,318

                   

 

 

                                                                                                                                                               

4    Non-recurring items

 



Year ended 31 Mar 2015

Year ended 31 Mar 2014



£'000

£'000





Abortive deal costs


-

25

Accelerated amortisation of software intangibles


578

-

Payments in lieu of notice, compensation for loss of office and associated legal fees


386

-

Redundancy and people related costs


246

294

Strategic consultancy


83

152

Acquisition costs


-

14

Closure of Cambridgeshire Office


46

-

Impairment of Debtor Balances


211

-



1,550

485

 

Accelerated amortisation of software intangibles resulted from a change in practice. Previously costs relating to websites and content management systems were capitalised and amortised over three years, now they are to be expensed in the year.

 

Payments in lieu of notice, compensation for loss of office and associated legal fees in respect of a former Chief Financial Officer.

 

Redundancy and people related costs represent the effect of a Group initiative to appropriately restructure the business and reduce costs. 

 

The establishment of rigorous provisioning policies to manage the impact of legacy debtor issues resulted in a non recurring cost of £0.2M.                  

 

 

 

5              Profit / (loss) before tax

                                                                 

Profit / (loss) before tax has been arrived at after charging / (crediting):


Year ended 31 Mar 2015

Year ended 31 Mar 2014



£'000

£'000





Impairment of intangible assets


1,668

-

Depreciation of property, plant and equipment


228

225

Amortisation of intangible assets acquired through business combinations


1,904

1,026

Amortisation of other intangible assets


763

803

Write-back of inventories recognised as an expense


41

82

Inventories recognised as an expense


147

366

Staff costs (see note 7)


9,231

9,611

Non-recurring items (see note 4)


1,550

1,698

Operating lease charge


398

398





Auditors' remuneration








Fees payable to the Company's auditor for the audit of the Company's annual accounts


15

10

Fees payable to the Company's auditor and its associates for other services:




The audit of the Company's subsidiaries, pursuant to legislation


59

48

Other services


-

3



74

61

     

                                                                                                                                                                              

 

6    Directors' remuneration

 

The remuneration of the directors of the Company for the year ended 31 March 2015 is set out below:

 


Salaries

Fees

Benefits

Pension contributions

Compensation for loss of office

Year ended 31 Mar 2015

Year ended 31 Mar 2014


£

£

£

£

£

£

£









Executive directors
















M Beck

175,702

-

1,736

361

-

177,799

48,536

K Sadler                        

150,241

-

2,282

241

327,630

480,394

194,132

(resigned 25th September 2014)

 

Non-executive directors
















The Lord Adonis

-

25,000

-

-

-

25,000

25,000

Sir William Wells

-

25,000

-

-

-

25,000

25,000

C Jones

-

21,410

-

-

-

21,410

-

(appointed 22nd May 2014)1








M Higgins

-

58,872

-

-

-

58,872

-

(appointed 4th April 2014, resigned 25 September 2014)2








H Marsh

-

15,833

-

-

-

15,833

25,000

(resigned 19th November 2014)








A Wilson

-

-

-

1,667

-

1,667

25,000

A Gornall

-

-

-

-

-

-

61,156

(resigned 26 November 2013)








K Hand

-

-

-

-

-

-

26,250

(resigned 6 January 2014)
















Total

325,943

146,115

4,018

2,269

327,630

805,975

430,074

 

 

1.  Strategic consultancy services were provided to the Group to the value of £162,500. See related parties note 27.

2.  Includes payment in lieu of notice of £20,000

 

 

Directors' interests

The current Directors and their interests in the share capital of the Company at 31 March 2015 are disclosed within the Directors' Report.

 

 

 

Key management compensation

The compensation for key management is wholly short term employee benefit. 

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£

£





Remuneration of senior management


298,192

389,797

 

 

 

7              Staff costs

 

The average number of persons employed by the Group (including executive directors) during the year within each category was:

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014





Editorial and production staff


91

142

Sales and marketing staff


119

94

Managerial and administration staff


58

44



268

280

 

 

The aggregate payroll costs in respect of these employees (including executive directors) were:

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000





Wages and salaries


8,094

8,375

Social security costs


1,091

1,151

Pension and other costs


40

77

Share based payment charge


6

8



9,231

9,611

 

  

 

8              Finance income

                                                 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000





Bank interest receivable


32

11

 

 

 

9              Financing costs

                                                 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000





On bank loans and overdrafts


8

12

Net exchange losses


81

35



89

47

 

 

10            Taxation

                                                                                                                 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000

Current tax




Current tax on income for the year at 21% (2014: 23%)


-

40



-

40





Overseas tax




Current tax expense on income for the year at 21% (2014: 23%)


-

43

Total current tax expense


-

83





Deferred tax (see note 22)




Origination and reversal of temporary differences


(171)

(212)

Effect of change in tax rate


(121)

(70)

Total deferred tax income


(292)

(282)





Total income tax (credit)


(292)

(199)

 

                                                                                                                               

The credit to the income statement in respect of deferred tax of £292,000 (2014: £282,000) is stated after recording a deferred tax asset of £nil  (2014: £nil ) in respect of tax losses.

 

The tax charge for the period differs from the standard rate of corporation tax in the UK of 21% (2014: 23%).

 

The differences are explained below:

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014


£'000

£'000

Income tax reconciliation




Loss before tax


(4,971)

(1,488)




Notional tax charge at standard rate of 21% (2014: 23%)


(1,044)

(342)




Effects of:








Expenses not deductible for tax purposes


6

304

Accelerated capital allowances and temporary differences


575

(288)

Adjustments to tax charge in respect of prior periods




Difference between UK and French tax rates


187

4

Other


(16)

2

Losses for the year not relieved


-

121

Total income tax (credit)/expense


(292)

(199)

 

 

 

11            (Loss)/earnings per share

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000





Loss attributable to shareholders


(4,679)

(1,289)

Add: non-trading items net of tax


1,550

471

Add: amortisation of intangible assets acquired through business combinations


1,904

1,026

Add: Impairment of intangible assets acquired through business combinations


1,668

-

Add/(deduct): share based payment (credit)/charge


6

8

Adjusted profit attributable to shareholders post tax


449

216

 

 






Year ended

31 Mar 2015

Year ended

31 Mar 2014



Ordinary shares

Ordinary shares

Weighted average number of shares




In issue during the year - basic


339,770,953

339,770,953

Issued in the period - ordinary shares


-

-

In issue during the year - diluted


339,770,953

339,770,953





Loss per share - ordinary shares (pence)


(1.38) p

(0.38) p

Adjusted profit per ordinary share (as defined above)


0.13 p

0.06 p





Earnings per share on continuing operations




Loss per ordinary share - basic


(1.38) p

(0.38) p

Loss per ordinary share - diluted


(1.38) p

(0.38) p

 

 

Since the Group is loss making, there is no dilutive impact of the share options.

 

At an extraordinary meeting of shareholders on 7 February 2012 members adopted a new set of Articles of Association and approved a capital reorganisation. The members also approved a new set of Articles of Association at the AGM held on 26 September 2013. The Articles of Association have taken advantage of the Companies Act 2006 in which there is no need to have an authorised share capital and therefore nothing is disclosed. The capital reorganisation took place on the same date and split the issued share capital into two.  Deferred shares, holders of which do not have the right to receive notice of any general meeting of the Company or any right to attend, speak or vote at such meeting.  The deferred shareholders are not entitled to receive any dividend or other distribution and shall on a return of assets in a winding up of the Company entitle the holders only to the repayment of 1pence in aggregate.  The deferred shares are also incapable of transfer and no share certificate will be issued  

 

 

12            Goodwill

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014

Cost and Net book value


£'000

£'000





Opening balance


13,282

13,282

Closing balance


13,282

13,282

 

 

Goodwill acquired in a business combination is allocated at acquisition to the cash-generating units (CGUs) that are expected to benefit from that                business combination.  The carrying amount of goodwill has been allocated as follows:

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000





Dods


13,282

13,282



13,282

13,282

 

 

Goodwill is not amortised but tested annually for impairment with the recoverable amount being determined from value in use calculations.  The key assumptions for the value in use calculations are those regarding the discount rate, growth rates and forecasts of income and costs.

 

The Group assessed whether the carrying value of goodwill was supported by the discounted cash flow forecasts of the Group based on financial forecasts approved by management covering a five year period, taking in to account both past performance and expectations for future market developments.  Management has used a five year model using an underlying growth rate of 5%. Management estimates the discount rate using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to media businesses.

 

The impairment charge was £nil m (2014:  £nil m).

 

 

CGU

 

The recoverable amount of the CGU is determined from value in use calculations.

 

Value in use was determined by discounting future cash flows generated from the continuing use of the titles and was based on the following most sensitive assumptions:

 

-               cash flows for 2015/16 were projected based on the budget for 2015/16;

-               cash flows for years ending 31 March 2016 to 2019 were prepared using underlying growth rates at an average of 5%, based on management's view on likely trading and likely growth;

-               this assumption is based upon both assumed increases in revenue from yield improvements and expansion of markets and also strict cost control;

-               cash flows beyond 2019 are extrapolated using 2% growth rate;

-               cash flows were discounted using the CGU's pre-tax discount rate of 10.2%.

 

Based on the above sensitivity assumptions the calculations disclosed significant headroom against the carrying value of goodwill for the CGU. The Directors carried out a number of sensitivity scenarios on the data. In the Directors view there is not any key assumption that the Directors based their determination upon that would cause the CGU's carrying amount to exceed its recoverable amount.

  

 

13            Intangible assets

 



Assets acquired through business combinations

Software

Total



£'000

£'000

£'000

Cost





At 31 March 2013


24,215

2,860

27,075

Additions - externally purchased


-

1,195

1,195

Additions - internally generated


-

267

267

Disposals/written off


-

(1,145)

(1,145)

Exchange rate adjustment


-

(1)

(1)

At 31 March 2014


24,215

3,176

27,391

Additions - externally purchased


-

142

142

Additions - internally generated


-

496

496

Disposals/written off


-

-

-

At 31 March 2015


24,215

3,814

28,029






Amortisation





At 31 March 2013


11,140

1,236

12,376

Charged in year


1,026

803

1,829

Disposals/written off


-

(1,145)

(1,145)

Exchange adjustment


-

(1)

(1)

At 31 March 2014


12,166

893

13,059

Charged in year


1,904

763

2,667

Disposals/written off


-

-

-

Non-recurring accelerated amortisation


1,668

578

2,246

Exchange adjustment


-

(1)

(1)

At 31 March 2015


15,738

2,233

17,971






Net book value





At 31 March 2013


13,075

1,624

14,699






At 31 March 2014


12,049

2,283

14,332






At 31 March 2015


8,477

1,581

10,058






 

Impairment of software intangibles relates to the accelerated amortisation of software intangibles resulting from a change in practice. Previously capitalised costs relating to websites and content management systems were amortised over three years, now they are to be expensed in the year.



 

Assets acquired through business combinations

 


Publishing rights

Brand names

Customer relationships

Customer lists

Other

assets

Total


£'000

£'000

£'000

£'000

£'000

£'000








Cost







At 31 March 2013

19,193

1,277

2,951

640

154

24,215

At 31 March 2014

19,193

1,277

2,951

640

154

24,215

At 31 March 2015

19,193

1,277

2,951

640

154

 24,215








Amortisation







At 1 January 2013

7,006

608

2,732

640

154

11,140

Charged in year

910

64

52

-

-

1,026

At 31 March 2014

7,916

672

2,784

640

154

12,166

Charged in year

1,788

64

52

-

-

1,904

Non-recurring accelerated amortisation

1,127

541

-

-

-

1,668

At 31 March 2015

10,831

1,277

2,836

640

154

15,738








Net book value







At 31 March 2013

12,187

669

219

-

-

13,075








At 31 March 2014

11,277

605

167

-

-

12,049








At 31 March 2015

8,362

0

115

-

-

8,477

 

 

The closure of the Fenman training resources business has necessitated a total impairment of the Fenman brand intangible asset. The resulting impairment charge is £0.6m.

 

Publishing Rights relating to the historic acquisitions of  Monitoring Services Limited  and Political Wizard Limited have been identified as being no longer in use, so leading to their total impairment. The resulting impairment charge is £1.1m.

 

A review of the appropriateness of publishing rights useful economic lives concluded that rights relating to Le Trombinoscope be adjusted to ten years. This resulted in an additional £1.1m amortisation charge, giving a total £1.8M charge for the year (2014:£0.9M). It is impracticable to estimate the impact in future periods.

 

No intangible assets have an indefinite useful economic life.

                                                                                 

Included within intangible assets are internally generated assets with a net book value of £1,489,532 (2014: £1,229,847).

 


 

14            Property, plant and equipment

 



Leasehold improvements

Equipment and motor vehicles

Total



£'000

£'000

£'000

Cost





At 1 April 2013


567

662

1,229

Additions


-

123

123

Additions through acquisitions


-

1

1

Disposals


-

(123)

(123)

At 31 March 2014


567

663

1,230

Additions


-

73

73

Additions through acquisitions


-

-

-

Disposals


-

(154)

(154)

At 31 March 2015


567

582

1,149






Depreciation





At 1 April 2013


222

435

657

Charge for the year


98

127

225

Additions through acquisitions


-

-

-

Disposals


-

(123)

(123)

At 31 March 2014


320

439

759

Charge for the year


94

134

228

Additions through acquisitions


-

-

-

Disposals


-

(144)

(144)

Exchange adjustment


-

-

-

At 31 March 2015


412

429

841






Net book value





At 31 March 2013


345

227

572






At 31 March 2014


247

224

471






At 31 March 2015


155

153

308

 

The Group did not have any assets recognised from obligations under finance leases in either the current or prior year.

 

 

 15           Subsidiaries

 

The results of each of the following principal subsidiary undertakings have been included in the Group accounts as at 31 March 2015 and 2014:

 

Company


Activity

% Holding

Country of registration






Vacher Dod Publishing Limited


Dormant

100

England and Wales

Training Journal Limited


Holding company

100

England and Wales

Fenman Limited (i)


Publishing

100

England and Wales

Dods Parliamentary Communications Limited


Publishing

100

England and Wales

Monitoring Services Limited (ii)


Dormant

100

England and Wales

Political Wizard Limited (ii)


Dormant

100

England and Wales

Le Trombinoscope SAS


Publishing

100

France

Total Politics Limited


Publishing

100

England and Wales

Holyrood Communications Limited


Publishing

100

Scotland

               

 

All subsidiaries are owned directly except as noted below.

 

 

(i)             The Company directly owns 50% of the issued share capital of Fenman Limited with the residual 50% being owned by Training Journal Limited, of which the company owns 100%.  The Company therefore controls the entire issued share capital of Fenman Limited.

 

(ii)            Dods Parliamentary Communications Limited owns 75% of the issued share capital of Political Wizard Limited with the residual 25% being owned by Monitoring Services Limited, of which Dods Parliamentary Communications Limited owns 100%.  The Company owns 100% of the issued share capital of Dods Parliamentary Communications Limited and therefore controls the entire issued share capital of Political Wizard Limited.           

 

 

 

16            Inventories

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000





Work-in-progress


-

79

Finished goods


74

45



74

124

 

 

 

17            Financial instruments

 

Summary of financial assets and liabilities by category                                                                                 

The carrying amount of financial assets and liabilities recognised at the balance sheet date of the reporting periods under review may also be categorised as follows:                                                                                                                                                                


 

 

Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000

Financial assets




Trade and other receivables


2,501

3,144

Cash and cash equivalents


5,908

5,291



8,409

8,435





Non-financial instruments




Financial Liabilities:




Current:




Financial liabilities measured at amortised cost




Trade and other payables


(5,719)

(5,477)



(5,719)

(5,477)





Net financial assets and liabilities


2,690

2,958





Plant, property and equipment


308

471

Goodwill


13,282

13,282

Other intangible assets


10,058

14,332

Prepayments


470

610

Inventories


74

124

Taxation payable


(1,479)

(1,347)

Provisions for deferred tax


(808)

(1,100)



21,905

26,372





Total equity


24,595

29,330

 

 

The Group has exposure to several forms of risk through its use of financial instruments.  Details of these risks and the Group's policies for managing these risks are included below.

 

 

Credit risk                                                                                                                                                                             

 

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.  The Group's principal financial assets are trade and other receivables, and cash.

 

The Group's credit risk is primarily attributable to its trade receivables and cash.  The amounts presented in the balance sheet are net of allowances for doubtful receivables.  The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

 

At 31 March 2015, £616,000 of the Group's trade receivables were exposed to risk in countries other than the United Kingdom (2014: £697,000).

 







Gross

Provided

Gross

Provided


Year ended

31 Mar 2015

Year ended

31 Mar 2015

Year ended

31 Mar 2014

Year ended

31 Mar 2014


£'000

£'000

£'000

£'000

The ageing of trade receivables at the reporting date was:










Overdue by less than 3 months

2,650

157

2,907

26

Overdue by between 3 and 12 months

92

92

292

35


2,742

249

3,199

61

 

 

Provisions against trade receivables are based on an ageing analysis of overdue receivables and any other indications which suggest an impairment as estimated by management.

 

 

 

The movement in allowance for doubtful accounts in respect of trade receivables during the year was as follows:

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000





Balance at 1 January


58

58

Legacy debtor provision


211

-

Movement


(20)

3

Balance at 31 December


249

61

 

Liquidity risk

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. 

 

The contractual cash flow of each financial liability is materially the same as their carrying amount. 

 

Currency risk

 

The Group is exposed to currency risk on transactions denominated in Euros.

 

The Group, currently, has no hedge in place. A maximum of 75% of the Group's profits or cash flows can be hedged under the Group's treasury policy.

 

Share capital                                                                                                                                                                          

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.  For further details of share capital see note 23.

 

Sensitivity analysis

 

In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group's earnings.  Over the longer-term, however, permanent changes in foreign exchange and interest rates would have an impact on consolidated earnings.

 

At 31 March 2015, it is estimated that a general increase of one percentage point in interest rates would have decreased the Group's profit/(loss) before tax by approximately £nil (2014: £nil).

 

It is estimated that a general increase of one percentage point in the value of the Euro against Sterling would have increased the Group's profit/(loss) before tax by approximately £24,000 (2014: £5,000).

 

 

Fair values

 

The directors consider that the fair value of financial instruments is materially the same as their carrying amounts.

 

 

 

Capital management

 

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Group's capital management objectives are to ensure the Group's ability to continue as a going concern and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. 

 

 

 

 

 

18            Other financial assets

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014

Trade and other receivables


£'000

£'000





Trade receivables


2,493

3,138

Other receivables


8

11

Prepayments and accrued income


470

610



2,971

3,759

 

Trade and other receivables denominated in currencies other than Sterling comprise £582,000 (2014: £696,000) denominated in Euros.

 

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014

Cash and cash equivalents


£'000

£'000





Cash and cash equivalents


5,908

5,291

 

Cash includes £895,000 (2014: Overdraft of £366,000) denominated in Euros.

 

 

 

 

 

19            Current liabilities

                                 



Year ended

31 Mar 2015

Year ended

31 Mar 2014

Trade and other payables


£'000

£'000





Trade creditors


902

508

Other creditors including tax and social security


1,449

1,308

Accruals and deferred income


4,817

4,974



7,168

6,790

                                                                                                                                 

Trade creditors and accruals comprise amounts outstanding for trade purchases and ongoing costs.  The average credit period taken for trade purchases is 16 days (2014: 13 days).

 

Current liabilities denominated in currencies other than Sterling comprise £1,000 (2014: £44,000) denominated in Euros.

 



Year ended

31 Mar 2015

Year ended

31 Mar 2014

Provisions for liabilities and charges


£'000

£'000 





At 1 April


-

-

Charge to the profit and loss account (see note 4)


1,550

485

Utilised


(1,550)

(485)

At 31 March


-

-

 

 

 

20            Interest bearing loans and borrowings

 

The Group has no borrowings.

 

In connection with the Group's banking facilities with the Bank of Scotland, the Company and its UK subsidiary undertakings have entered into a cross guarantee, which gives a fixed and floating charge over the assets of the UK trading companies of the Group.                                                                                                                                                                                                                                 

21            Contingent consideration                                                                                                                                                                                                   



Year ended

31 Mar 2015

Year ended

31 Mar 2014



£'000

£'000





Deferred consideration brought forward


-

564

Adjustment to contingent consideration


-

(5)

Payment of contingent consideration


-

(559)

Contingent consideration carried forward


-

-

 

                                                                                                                 

22            Deferred tax liability                                                                                                                                                           

The following are the major deferred tax liabilities and assets recognised by the Group, and movements thereon during the current and prior year.                                                                                                        

                                                                                                                                                                                                 



Liabilities



Assets




Intangible assets

Other

Timing

Differences

Accelerated capital allowances


Tax losses

Employee benefits

Total



£'000

£'000

£'000


£'000

£'000

£'000

At 1 March 2013


1,679


(36)


(261)

-

1,382

Effect of change in tax rate


(70)


-


-

-

(70)

Charge to income


(222)

-

(13)


23

-

(212)

At 31 March 2014


1,387

-

(49)


(238)

-

1,100

Effect of change in tax rate


(121)


-


-

-

(121)

Charge to income


(203)

151

(142)


23

-

(171)

At 31 December 2014


1,063

151

(191)


(215)

-

808

 

Deferred tax assets and liabilities have been offset in both the current and preceding year as the current tax assets and liabilities can be legally offset against each other, and they relate to taxes levied by the same taxation authority or the Group intends to settle its current tax assets and liabilities on a net basis.

 

At the balance sheet date, the Group has unused tax losses of £7,391,245 (2014: £7,229,868) available for offset against future profits.  A deferred tax asset of £215,000 (2014: £238,000) has been recognised in respect of such losses.

 

 

 

23            Called-up share capital

 

 

  

9p deferred shares

1p ordinary shares




Number

Number


£'000






Issued share capital at 31 March 2014 and 2015

151,998,453

339,770,953


17,078

 

At an extraordinary meeting of shareholders on 7 February 2012 members adopted a new set of Articles of Association and also a capital reorganisation.

 

The Articles of Association have taken advantage of the Companies Act 2006 in which there is no need to have an authorised share capital and therefore nothing is disclosed.

 

The capital reorganisation took place on the same date and split the issued share capital into two.  Deferred shares, holders of which do not have the right to receive notice of any general meeting of the Company or any right to attend, speak or vote at such meeting.  The deferred shareholders are not entitled to receive any dividend or other distribution and shall on a return of assets in a winding up of the Company entitle the holders only to the repayment of 1pence in aggregate.  The deferred shares are also incapable of transfer and no share certificate will be issued.

 

 

 

24            Operating lease arrangements

 

Total commitments under non-cancellable leases are as follows:

 



Year ended

31 Mar 2015


Year ended

31 Mar 2014



Land and Buildings


Land and buildings



£'000


£'000






Expiry date:





 - within one year


312


454

 - between two and five years


280


741

 - after five years


30


77



622


1,272

 

 

25            Reconciliation of net cash

 



At 31 March 2014

Cash flow

Exchange movement

At 31 March 2015



£'000

£'000

£'000

£'000







Cash at bank and in hand


5,291

679

(62)

5,908






 



5,291

679

(62)

5,908

 

 

26            Share based payments

 

Executive Share Option Scheme

                                                                                                                                                                                                                                                                                                

The Company operates an Unapproved Executive Share Option Scheme under which share options are granted to selected Group employees.  All options are settled by physical delivery of shares in exchange for payment of the aggregated option price. The contractual life of each grant is 10 years. No more awards are being made under this scheme.     

                                                                                                                                                            

 Grant date

 Outstanding options at 1 April 2014

Granted

Lapsed

Outstanding options at 31 March 2015






 6 May 2009

2,100,000

-

(1,400,000)

700,000

 4 November 2010

 1,944,075

-

(1,024,075)

920,000






 Total

 4,044,075

-

(2,424,075)

1,620,000

 

 

All options granted are discretionary (as determined by the Remuneration Committee) and carry a pre-exercise performance condition, requiring the Company's Earnings Per Share achievement during any rolling three year financial performance  period to exceed the retail/consumer price index by at least 3%, in aggregate, during the same period. No consideration is received for an award and no grants can be made at an option exercise price per share which is less than the market price at the time of grant. 

 

 

EMI Share Option Scheme

 

 Grant date

 Outstanding options at 1 April 2014

Granted

Lapsed

Outstanding options at 31 March 2015






 22 May 2013

6,000,000

-

(2,000,000)

4,000,000






 Total

6,000,000

-

(2,000,000)

4,000,000

 

 

The options granted on 22 May 2013 were awarded under an EMI scheme. To become exercisable the share price of the Company's share price must be a minimum of 8.5 pence.

 

 

Details of the share options outstanding during the period are as follows.

 

 



 Number of

Ordinary shares

Weighted average

exercise price





At 31 March 2013


5,514,075

10.0p

Granted during the year


8,000,000

5.5p

Lapsed during the year


7.4p

At 31 March 2014


10,044,075

5.8p

Lapsed during the year


8.0p

At 31 March 2015


5,620,000

6.8p

 

 

The following options were outstanding under the Company's Executive Share Option Scheme and EMI scheme as at 31 March 2015.

 

Granted


 Number of

Ordinary shares

Exercise price per share (pence)

Exercise Period

Executive Share Option Scheme





6 May 2009


700,000

10.0p

May 2012 - 2019

4 November 2010


920,000

10.0p

November 2013 - 2020



1,620,000








EMI Share Option Scheme





22 May 2013


4,000,000

5.5p

May 2016 -2023

At 31 March 2015


5,620,000



 

 

The options outstanding at the year-end have an exercise price of 5.5p and 10p and a weighted average contractual life of 7.8 years.

 

The income statement charge in respect of the EMI Share Option Scheme for the year was £6,000 (2014: £8,000).

 

 

 

27            Related Party Transactions

Non-executive director Henrietta Marsh was also a non-executive director of Alternative Networks plc, who provided communications services to Dods (Group) plc to the value of £37,000 for the year ended 31 March 2015. (also refer to note 6 detailing directors remuneration)

Non-executive Chairman Cheryl Jones  is also a director of CC Jones Consulting Ltd, who provided strategic consultancy services to Dods (Group) plc to the value of £162,500 for the year ended 31 March 2015. (also refer to note 6 detailing directors remuneration)

 

 

 

COMPANY BALANCE SHEET UNDER UK GAAP

 

at 31 March 2015                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                  


Note

Year Ended             31 March 2015

Year ended

31 Mar 2014



£'000

£'000





Fixed assets




Intangible assets

30

1,357

1,357

Tangible fixed assets

31

23

39

Investments

32

20,511

22,178



21,891

23,574

Current assets




Debtors

33

6,885

5,746

Cash

34

3,483

4,157



10,368

9,903





Creditors: Amounts falling due within one year

35

(1,989)

(1,878)





Net current assets


8,379

8,025





Total assets less current liabilities


30,270

31,599





Creditors: Amounts falling due after more than one year

36

(376)

(376)





Net assets


29,894

31,223





Capital and reserves




Called-up share capital

38

17,078

17,078

Share premium account

39

8,009

8,009

Merger reserve

39

409

409

Profit and loss account

39

4,398

5,727





Equity shareholders' funds

39

29,894

31,223

 

The accompanying notes form an integral part of this balance sheet.

 

These financial statements were approved by the Board of directors and were signed on its behalf by:

 

Martin Beck                                                                                         

Chief Executive Officer                                                                          

 

 

 22nd June 2015

 

                                                                                                                 



 

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

 

28            Accounting Policies

 

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's financial statements.

 

Basis of accounting

 

The financial statements have been prepared in accordance with United Kingdom applicable accounting standards, and under the historical cost accounting rules.

 

Under section 408 of the Companies Act 2006, the company is exempt from the requirement to present its own profit and loss account.

 

The Loss after taxation attributable to Dods (Group) PLC for the year and dealt with in the financial statements of the Company was £1,323,000 (2014: Profit £407,000). Under Financial Reporting Standard 1 (Revised 1996) the Company is exempt from the requirements to prepare a cash flow statement on the grounds that it is included in the consolidated accounts.

 

The Company has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with wholly owned subsidiaries.

 

The Company has also taken advantage of the exemption in FRS 29 as the disclosure and requirements have been adopted on the Group basis.

 

Share based payments

 

The Company operates a number of equity-settled, share based compensation plans.  The fair value of the employee services received in exchange for the grant of the options is recognised as an expense with a corresponding increase in equity.  The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions.  Non-market vesting conditions are included in assumptions about the number of options that are expected to vest.  At each balance sheet date, the Company revises its estimates of the number of options that are expected to vest.  It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.                                                                                                                                        

Deferred tax is recognised where it is likely that tax relief will be available on the difference between exercise price and market price at the balance sheet date.                                                                                                                                         

 

Where the Company grants options over its own shares to the employees of its subsidiaries, it recognises a movement in the cost of investment in its subsidiaries equivalent to the equity-settled share based payment charge recognised in its subsidiary's financial statements, with the corresponding movement being recognised directly in equity.        

 

Leases

 

Operating lease rentals are charged to the profit and loss account on a straight line basis over the period of the lease.

 

Post retirement benefits - defined contribution

 

The Company contributes to independent defined contribution pension schemes. The assets of the schemes are held separately from those of the Company in independently administered funds. The amount charged to the profit and loss account represents the contributions payable to the schemes in respect of the accounting period.

 

Dividends

 

Dividends from subsidiary companies are accounted for when payable.  Dividends payable to shareholders are recognised when they are approved by the shareholders at the Annual General Meeting.  Unpaid dividends that do not meet these criteria are disclosed in the notes to the financial statements.               

 

Tax

 

The charge for taxation is based on the profit for the year.  Deferred tax is recognised with discounting in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, as allowed by Financial Reporting Standard 19:"Deferred tax".

 

Intangible assets

 

Intangible assets represent publishing rights acquired by the Company.             

 

In 2002, the trade and net assets of a subsidiary undertaking were transferred to the Company at their net book value which was less than their fair value. The cost of the Company's investment in that subsidiary undertaking reflected the underlying fair value of its net assets, including intangible assets, at the time of acquisition. As a result of this transfer, the value of the Company's investment in that subsidiary undertaking fell below the amount at which it was stated in the Company's accounting records.  Schedule 4 to the Companies Act 1985 that applied at that time required that the investment be written down accordingly and that the amount be charged as a loss in the Company's profit and loss account. However, the directors considered that, as there had been no overall loss to the Company, it would have failed to give a true and fair view to charge that diminution to the Company's profit and loss account for the year ended 31 December 2002 and the amount was re-allocated to the identifiable net assets transferred, so as to recognise in the Company's individual balance sheet the effective cost to the Company of those net assets, including publishing rights. The Group accounts were not affected by this transfer.

 

In 2006 the Company transferred the trade and net assets of this entity to a different subsidiary undertaking at their book value excluding any amount for the carrying value of publishing rights.  As the business no longer exists in the Company, Schedule 4 to the Companies Act 1985 required that these publishing rights be written down accordingly and that the amount be charged as a loss in the Company's profit and loss account. As there was no overall loss to the Company, the directors considered that it would fail to give a true and fair view to charge the amount to the Company's profit and loss account and instead reallocated this amount to the Company's investment in its subsidiaries.  The effect of this departure was to increase the Company's fixed asset investments by £4,421,000 and to decrease publishing rights by a corresponding amount.       

 

 

Tangible fixed assets and depreciation

 

Depreciation is provided to write off the cost less estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:

 

Leasehold improvements

Over the remaining life of the lease

Equipment, fixtures and fittings

5 years

IT systems

3 years

 

Fixed asset investments  

 

In the Company's financial statements, investments in subsidiary undertakings and participating interests are stated at cost less any provisions for impairment.

                                 

Impairment of fixed assets and goodwill

 

The carrying amounts of the Company's assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable.  If any such indication exists, the asset's recoverable amount is estimated.

 

An impairment loss is recognised whenever the carrying amount of an asset or its income-generating unit exceeds its recoverable amount.  Impairment losses are recognised in the profit and loss account unless it arises on a previously revalued fixed asset.  An impairment loss on a revalued fixed asset is recognised in the profit and loss account if it is caused by a clear consumption of economic benefits.  Otherwise impairments are recognised in the statement of total    recognised gains and losses until the carrying amount reaches the asset's depreciated historic cost.                

 

Impairment losses recognised in respect of income-generating units are allocated first to reduce the carrying amount of any goodwill allocated to income-generating units, then to any capitalised intangible asset and finally to the carrying amount of the tangible assets in the unit on a pro rata or more appropriate basis.  An income generating unit is the smallest identifiable group of assets that generates income that is largely independent of the income streams from other assets or groups of assets.  

 

Calculation of recoverable amount

 

The recoverable amount of fixed assets is the greater of their net realisable value and value in use.  In assessing value in use, the expected future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the rate of return expected on an equally risky investment.  For an asset that does not generate largely independent income streams, the recoverable amount is determined for the income-generating unit to which the asset belongs.          

 

Reversals of impairment

 

An impairment loss is reversed on intangible assets and goodwill only if subsequent external events reverse the effect of the original event which caused the recognition of the impairment or the loss arose on an intangible asset with a readily ascertainable market value and that market value has increased above the impaired carrying amount.

 

For other fixed assets where the recoverable amount increases as a result of a change in economic conditions or in the expected use of the asset then the resultant reversal of the impairment loss should be recognised in the current period.

 

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 

Financial liabilities and equity instruments

 

Financial assets and financial transactions are recognised on the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities, and includes no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company, or, where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

 

Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs.  Finance charges, including premiums payable on settlement or redemption and incremental costs directly attributable to the issue, are accounted for on an accruals basis as part of finance expenses in the income statement using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period that they arise.

 

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

 

The Company's policy is to provide financial guarantees only to wholly-owned subsidiaries.  At 31 March 2015 no guarantees were outstanding (2014: none).        

 

 

29            Staff costs

 

The average number of persons employed by the Company (including executive directors) during the year within each category was:

 



Year Ended 31 March 2015

Year ended

31 Mar 2014







Managerial and administration staff


8

8


 

The aggregate payroll costs in respect of these employees (including executive directors) were:

 



Year Ended 31 March 2015

Year ended

31 March 2014




£'000

£'000







Wages and salaries


868

380


Social security costs


112

47


Pension and other costs


4

67


Share based payment charge


6

4




990

498


 

Detailed disclosures on Directors' emoluments are given in note 6.

 

 

 30           Intangible assets

 

Publishing rights




£'000


Cost and Net book value



At 1 April 2014

1,357


At 31 March 2015

1,357


 

 

31            Tangible fixed assets

 


Leasehold improvements and equipment

Motor vehicles

 

Software

Total


£'000

£'000

£'000

£'000

Cost





At 1 April 2014

74

44

15

133

Additions

-

-

-

-

Disposal

-

(44)

-

(44)

At 31 March 2015

74

-

15

89






Depreciation





At 1 April 2014

44

44

 5

93

Charge for the period

12

-

5

17

Disposals

-

(44)

-

(44)

At 31 March 2015

56

-

10

66






Net book value





At 1 April 2014

30

-

10

41






At 31 March 2015

18

-

5

23

 

 

 

32            Fixed asset investments    

 



Subsidiary

undertakings

Total

Cost


£'000

£'000





At 1 April 2014


22,179

22,179

Impairment


(1,668)

(1,668)





At 31 March 2015


20,511

20,511

               

Detailed disclosures on subsidiary undertakings are given in note 15. Please refer to notes 13 for details regarding the impairments of intangible assets acquired through business combinations.

 

                                                                                                 

33            Debtors  

 



Year Ended    31 March 2015

Year ended

31 Mar 2014




£'000

£'000







Amounts owed by group undertakings


6,690

5,736


Other debtors


-

5


Deferred tax asset


179

(18)


Prepayments and accrued income


16

23




6,885

5,746


 

 

 

 

The elements of deferred tax are as follows:       

 



Year Ended     31 March 2015

Year ended

31 Mar 2014




£'000

£'000


Accelerated capital allowances


(2)

75


Tax losses


181

(175)


Undiscounted deferred tax asset/ (liability)


179

(100)


Effect of discounting


-

181


Discounted deferred asset/ (liability)


179

81


 

 

Movements in deferred tax for the year are set out below:

 



£'000


At 1 April 2014


81


Charge to the profit and loss account


98


At 31 March 2015


179


 

 

34            Cash and cash equivalents

 



Year Ended     31 March 2015

Year ended

31 Mar 2014




£'000

£'000







Cash and cash equivalents


3,483

4,157


 

 

 

35            Creditors: Amounts falling due within one year

 


Year Ended

31 March 2015

Year ended

31 Mar 2014



£'000

£'000






Trade creditors

143

6


Amounts owed to group undertakings

1,692

1,758


Other creditors including tax and social security

(95)

(43)


Accruals and deferred income

249

157



1,989

1,878


 

 

36            Creditors: Amounts falling due after more than one year

 



Year Ended    31 March 2015

Year ended

31 Mar 2014




£'000

£'000







 Amounts owed to group undertakings


376

376







 

 

37            Provision for liabilities

 



£'000








At 1 April 2014


-



Charge to the profit and loss account


(527)



Utilised


527



At 31 March 2015


-



 

Provision for liabilities relates to non-recurring items as described in note 4.

 

 

 

 

 

 

 

 

 

38            Share capital

 

  

9p deferred shares

1p ordinary shares




Number

Number


£'000






Issued share capital at 31 March 2014 and 2015

151,998,453

339,770,953


17,078

 

               

 

 

39            Reconciliation of movement in shareholders' funds

 

Company









Share

Capital

Share premium

Merger reserve

Profit and loss account

Total



£'000

£'000

£'000

£'000

£'000








At 1 April 2014


17,078

8,009

409

5,727

31,223

Loss for the year


-

-

-

(1,323)

(1,323)

Share based payment charge


-

-

-

(6)

(6)

At 31 March 2015


17,078

8,009

409

4,398

29,894

 

 

40            Operating lease arrangements

 

Total commitments under non-cancellable leases are as follows:

 



Year Ended        31 March 2015



Year ended

31 March 2014







Land and buildings



Land and buildings







£'000



£'000















Expiry date:










 - within one year


240



355





 - between two and five years


120



532







360



887





 

 

 

For further information, please contact:

 

Dods

Cenkos Securities plc

(Nominated Advisor and Broker to Dods)

Nicholas Wells                                                                                                                  020 7397 8922

 

Note to editors:

Dods (Group) PLC is a public limited company listed on AIM (ticker DODS.L)

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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