13 September, 2010
SpaceandPeople plc
('the Group' or 'the Company')
CONSOLIDATED INTERIM RESULTS FOR THE 8 MONTHS TO 30 JUNE 2010
SpaceandPeople plc ("SpaceandPeople" or the "Company"), the international experiential marketing and media group which facilitates and manages the sale of promotional and retail merchandising space in shopping centres and other high footfall venues, announces interim results for the eight months ended 30 June 2010.
On 21 May 2010, the Company announced it was changing its year end date from 31 October to 31 December and that interim results would be produced covering the period to 30 June. These results therefore include the results of SpaceandPeople for the eight months to 30 June 2010 and those of Retail Profile Holdings Limited ("Retail Profile") from the date of acquisition on 24 May 2010 to 30 June 2010. The comparative figures are for the eight months to 30 June 2009.
Highlights
· Consolidated gross revenues up 25% to £10,532,606 (2009: £8,435,425)
· Consolidated operating profits before non-recurring costs up 31% to £286,576 (2009: £219,378)
· Basic earnings per share before non-recurring costs up from 1.43p to 1.55p
· Acquisition of Retail Profile successfully completed on 24th May 2010
· Now represent 372 venues with a combined weekly footfall of over 47 million customers
· Gross revenues for SpaceandPeople UK up 12%
· Gross revenues for SpaceandPeople Germany up 59%
· Retail Profile gross revenues up 15% for the 6 months to 30 June 2010 compared to the same 6 month period last year, and operating losses before non-recurring down from £109,699 to £81,376
Commenting on the results, Matthew Bending, Chief Executive Officer said:
"The year has started well and the successful acquisition of Retail Profile has placed us in an excellent position to further develop our proposition both in the UK and abroad. We are already seeing strong progress in our German operations. We are confident regarding the prospects for continued growth in revenues and profitability, and believe this will be evident in the full year results."
Contact details
SpaceandPeople plc |
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0845 241 8215 |
Matthew Bending |
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Pelham Bell Pottinger |
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020 7861 3157 |
David Rydell /Francesca Tuckett |
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Seymour Pierce |
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020 7107 8000 |
John Cowie (Nominated adviser)/ Richard Redmayne (broker) |
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CHIEF EXECUTIVE'S OPERATING STATEMENT
The first eight months of the year have progressed very well, with an exceptionally strong first quarter at the start of the year. Trading has been very strong across all operating segments and reported consolidated gross revenues rose by 25% from £8,435,425 last year to £10,532,606, and net revenues by 24% to £2,069,624. Group operating profit before non-recurring costs was £286,576, up 31% on last year's £219,378.
The major event of the period was the successful acquisition of Retail Profile which was completed on 24 May 2010. This acquisition is earnings enhancing and is already generating commercial synergies through, for example, the ability to cross sell each others' services. If the acquisition had occurred on 1 November 2009, consolidated gross revenue and operating profit for the Group for the 8 months to 30 June 2010 would have been £13,785,615 and £897,448 respectively.
Non-recurring costs of £242,970 relating to the acquisition of Retail Profile have been charged against income, as required by IFRS 3 (revised), which previously would have been considered part of the consideration. In addition, our investment in SpaceandPeople Hong Kong and other amounts due from them, together totalling £85,842 have been written off as a non-recurring cost as the company was mothballed. After these non-recurring costs, there was an operating loss of £42,236.
As a result, basic earnings per share rose from 1.43p to 1.55p before non-recurring costs, but fell to a loss of 0.86p per share after non-recurring costs.
As a group, we now represent 372 venues in the UK and Germany, up from 310 last year, with a combined weekly footfall of over 47 million customers. This is a powerful offer to advertisers and merchants.
SpaceandPeople UK - Gross revenues rose by 12% to £7,798,007 in the eight months to 30 June 2010 compared with the same period last year as the number of venues rose from 239 venues at the last year end to 277 currently. However, due to our investment in personnel and back office services to support the future growth of the business, operating profit before non-recurring costs decreased by 4% to £269,432.
SpaceandPeople Germany - The operations in Germany continue to go from strength to strength and our relationship with ECE Projektmanagement, for which we now manage 76 venues (up from 71 venues at the last year end), remains excellent. As a result, gross revenues rose by 59% over the same period last year to €2,686,592, leading to an operating profit of €15,176 (loss of €71,591 in the same period last year). This is the first time Germany has produced an interim profit since it started in November 2007. We have a number of exciting new contracts in the pipeline in Germany, the results of which should be seen in the remainder of the year and could add significantly to profitability.
Retail Profile - Whilst the results of Retail Profile are only included since 24 May 2010, during which period it produced an operating profit of £4,486 compared to a loss of £2,648 in the equivalent period last year, it has had a successful first six months of 2010 with gross revenues up 15% to £2,133,912. Retail Profile is a seasonal business, very dependent on Christmas trading, and traditionally makes a loss in the first half, although this has fallen from £109,699 (before non-recurring costs associated with the acquisition) to £81,376. It has won some excellent contracts and now operates 215 retail merchandising units ('RMUs') in 36 shopping centres (including 19 in which SpaceandPeople does not operate) compared with 190 RMUs in 31 centres at June 2009.
Retail Profile Russia, the independent Russian company with which Retail Profile has a licensing agreement and which operates RMUs in shopping centres owned by MEGA in Russia, continues to grow strongly, producing gross license revenue for Retail Profile of £147,000 in the six months to June 2010, up 14% on last year.
SpaceandPeople India - Our associate in India has made great strides in developing the business for the territory and now represents 44 malls, of which 9 are exclusive, through sales offices in Mumbai (the head office) and Delhi, and agents in Hyderbad and Kolkata. During the period it successfully raised £164,606 through a placing to provide working capital for the future, and we expect it to move into profitability shortly.
SpaceandPeople Hong Kong - Unfortunately, this has not proved to be a commercially viable venture at the current time and, during the period, was mothballed. As a result, our investment of £47,364 and other amounts due of £38,478 have been written off as non-recurring costs.
The composition of the board has changed following the acquisition and is now much stronger. On 24 May 2010 Maurice Helfgott and Martin Kemp (previously Chairman and Managing Director respectively of Retail Profile) have joined bringing a wealth of retail and general commercial experience. Christopher Stainforth, who played a significant role in the acquisition of Retail Profile, was appointed to the board on 22 June 2010 bringing with him many years of City experience.
The year has started well and the successful acquisition of Retail Profile means we can offer shopping centre owners a wider range of services, and gives us greater coverage through the 372 venues we service in Europe with a reach totalling 47 million customers per week. This is a compelling offer for advertisers and merchants as evidenced by current trends in our order book. As a result, we are confident regarding the prospects for continued growth in revenues and profitability of the Group and believe this will be evident in the full year results.
Matthew Bending
Chief Executive Officer
10 September 2010
INDEPENDENT REVIEW REPORT TO SPACEANDPEOPLE PLC
IntroductionWe have been instructed by the company to review the financial information for the eight months ended 30 June 2010 which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of cash flows and the related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information.
Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of and has been approved by the Directors. The AIM Rules of the London Stock Exchange require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed.
Review work performed We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
This report, including the conclusion, has been prepared for and only for the company for the purpose of the AIM Rules of the London Stock Exchange and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the eight months ended 30 June 2010 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules For Companies.
Campbell Dallas LLP, Chartered Accountants
7 Glasgow Road, Paisley
10 September 2010
Notes
(a) The maintenance and integrity of the SpaceandPeople plc website is the responsibility of the Directors; the work carried out by Campbell Dallas LLP, Chartered Accountants does not involve consideration of these matters and, accordingly, Campbell Dallas LLP, Chartered Accountants accept no responsibility for any changes that may have occurred to the interim report since it was initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.
Consolidated Income Statement For the eight months ended 30 June 2010
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8 months to |
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8 months to |
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Year to |
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30 June 2010 |
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30 June 2009 |
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31 October 2009 |
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|
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(Unaudited) |
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(Unaudited) |
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(Audited) |
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Notes |
£ |
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£ |
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£ |
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|
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|
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GROSS REVENUE |
5 |
10,532,606 |
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8,435,425 |
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13,342,738 |
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NET REVENUE |
5 |
2,069,624 |
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1,673,691 |
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2,689,769 |
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|
|
|
|
|
|
|
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Administrative expenses |
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(1,783,048) |
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(1,454,313) |
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(2,196,500) |
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OPERATING PROFIT BEFORE NON-RECURRING COSTS |
5 |
286,576 |
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219,378 |
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493,269 |
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|
|
|
|
|
|
|
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Non-recurring costs |
6 |
(328,812) |
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- |
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- |
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OPERATING (LOSS)/PROFIT |
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(42,236) |
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219,378 |
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493,269 |
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Finance income |
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1,834 |
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12,683 |
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12,881 |
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Finance costs |
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(16,807) |
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- |
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- |
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(LOSS)/PROFIT BEFORE TAXATION |
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(57,209) |
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232,061 |
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506,150 |
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Taxation |
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(50,800) |
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(64,979) |
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(142,204) |
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(LOSS)/PROFIT FOR THE PERIOD AFTER TAXATION |
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(108,009) |
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167,082 |
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363,946 |
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EARNINGS PER SHARE |
13 |
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Basic - before non-recurring costs |
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1.55p |
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1.43p |
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3.12p |
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Basic - after non-recurring costs |
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-0.86p |
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1.43p |
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3.12p |
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Diluted - after non-recurring costs |
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-0.86p |
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1.42p |
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3.08p |
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Consolidated Statement of Comprehensive Income For the eight months ended 30 June 2010
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8 months to |
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8 months to |
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Year to |
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30 June 2010 |
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30 June 2009 |
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31 October 2009 |
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|
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(Unaudited) |
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(Unaudited) |
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(Audited) |
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£ |
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£ |
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£ |
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|
|
|
|
|
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(LOSS)/PROFIT FOR THE PERIOD AFTER TAXATION |
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(108,009) |
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167,082 |
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363,946 |
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|
|
|
|
|
|
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Foreign exchange differences on translation of foreign operations |
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(18,906) |
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18,016 |
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25,804 |
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|
|
|
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|
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TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
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(126,915) |
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185,098 |
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389,750 |
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Consolidated Statement of Financial Position 30 June 2010
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30 June 2010 |
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30 June 2009 |
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31 October 2009 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
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Notes |
£ |
|
£ |
|
£ |
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ASSETS |
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Non-current assets: |
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|
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Intangible assets |
8 |
8,110,224 |
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184,600 |
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168,149 |
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Property, plant and equipment |
9 |
443,286 |
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67,456 |
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52,378 |
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Fixed asset investment |
7 |
155,964 |
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117,382 |
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117,383 |
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8,709,474 |
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369,438 |
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337,910 |
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Current assets: |
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Trade and other receivables |
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2,134,924 |
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1,137,764 |
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1,417,709 |
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Cash and cash equivalents |
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1,201,705 |
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908,168 |
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1,341,491 |
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3,336,629 |
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2,045,932 |
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2,759,200 |
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|
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Total assets |
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12,046,103 |
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2,415,370 |
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3,097,110 |
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LIABILITIES |
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Current liabilities |
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Trade and other payables |
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2,933,345 |
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607,472 |
|
1,172,335 |
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Current tax payable |
|
164,234 |
|
219,742 |
|
131,967 |
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|
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3,097,579 |
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827,214 |
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1,304,302 |
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|
|
|
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Non-current liabilities |
10 |
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|
|
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Bank loan |
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1,357,578 |
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- |
|
- |
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Other borrowings |
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1,530,000 |
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- |
|
- |
|
|
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2,887,578 |
|
- |
|
- |
|
|
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|
|
|
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Net assets |
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6,060,946 |
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1,588,156 |
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1,792,808 |
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|
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EQUITY |
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Called up share capital |
12 |
194,311 |
|
116,566 |
|
116,566 |
|
Share premium |
|
4,816,330 |
|
265,890 |
|
265,890 |
|
Special reserve |
|
232,809 |
|
232,809 |
|
232,809 |
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Retained earnings |
|
817,496 |
|
972,891 |
|
1,177,543 |
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Shareholders' equity |
|
6,060,946 |
|
1,588,156 |
|
1,792,808 |
|
Consolidated Statement of Cash Flows For the eight months ended 30 June 2010
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8 months to |
|
8 months to |
|
Year to |
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|
|
30 June 2010 |
|
30 June 2009 |
|
31 October 2009 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
£ |
|
£ |
|
£ |
|
Cash flows from operating activities |
|
|
|
|
|
|
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Cash generated from operations |
|
100,664 |
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(253,045) |
|
352,138 |
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Interest paid |
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(16,807) |
|
- |
|
- |
|
Taxation |
|
(1,536) |
|
(9,672) |
|
(174,672) |
|
Net cash inflow/(outflow) from operating activities |
|
82,321 |
|
(262,717) |
|
177,466 |
|
|
|
|
|
|
|
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Cash flows from investing activities |
|
|
|
|
|
|
|
Interest received |
|
1,834 |
|
12,683 |
|
12,881 |
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Purchase of intangible assets |
|
(9,951) |
|
(4,180) |
|
(11,201) |
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Purchase of property, plant and equipment |
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(26,526) |
|
(6,700) |
|
(6,737) |
|
Cash paid on acquisition of subsidiary, net of cash acquired |
|
(813,977) |
|
- |
|
- |
|
Investment in associates |
|
(85,945) |
|
(22,356) |
|
(22,356) |
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Net cash outflow from investing activities |
|
(934,565) |
|
(20,553) |
|
(27,413) |
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|
|
|
|
|
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Cash flows from financing activities |
|
|
|
|
|
|
|
Proceeds from issue of shares |
|
1,081,350 |
|
- |
|
- |
|
Funding costs on acquisition of subsidiary |
|
(64,045) |
|
- |
|
- |
|
Cash paid on behalf of associate |
|
- |
|
(118,750) |
|
(118,750) |
|
Repayment of bank loan |
|
(71,715) |
|
|
|
|
|
Dividends paid |
|
(233,132) |
|
(233,132) |
|
(233,132) |
|
Net cash inflow/(outflow) from financing activities |
|
712,458 |
|
(351,882) |
|
(351,882) |
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
(139,786) |
|
(635,152) |
|
(201,829) |
|
Cash at beginning of year |
|
1,341,491 |
|
1,543,320 |
|
1,543,320 |
|
Cash at end of year |
|
1,201,705 |
|
908,168 |
|
1,341,491 |
|
|
|
|
|
|
|
|
|
Reconciliation of operating profit to net cash inflow from operating activities |
|
|
|
|
|
|
|
Operating (loss)/profit |
|
(42,236) |
|
219,378 |
|
493,269 |
|
Amortisation of intangible assets |
|
48,897 |
|
47,710 |
|
71,183 |
|
Depreciation of property, plant and equipment |
|
41,793 |
|
29,876 |
|
44,989 |
|
Write-off of investment in associate |
|
47,364 |
|
- |
|
- |
|
Effect of foreign exchange rate changes |
|
(18,906) |
|
18,016 |
|
25,804 |
|
Decrease/(increase) in trade and other receivables |
|
282,660 |
|
(33,194) |
|
(313,139) |
|
(Decrease)/increase in trade and other payables |
|
(258,908) |
|
(534,831) |
|
30,032 |
|
Cash flows from operating activities |
|
100,664 |
|
(253,045) |
|
352,138 |
|
Consolidated Statement of Changes in Equity For the eight months ended 30 June 2010
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Share Capital |
Share Premium |
Special Reserve |
Retained Earnings |
Total Equity |
|
|
£ |
£ |
£ |
£ |
£ |
|
8 months to 30 June 2010 |
|
|
|
|
|
|
At 1 November 2009 |
116,566 |
265,890 |
232,809 |
1,177,543 |
1,792,808 |
|
Shares issued |
77,745 |
4,735,385 |
- |
- |
4,813,130 |
|
Costs of issuing equity |
- |
(184,945) |
- |
- |
(184,945) |
|
Total comprehensive income for the period |
- |
- |
- |
(126,915) |
(126,915) |
|
Dividends paid |
- |
- |
- |
(233,132) |
(233,132) |
|
At 30 June 2010 |
194,311 |
4,816,330 |
232,809 |
817,496 |
6,060,946 |
|
|
|
|
|
|
|
|
8 months to 30 June 2009 |
|
|
|
|
|
|
At 1 November 2008 |
116,566 |
265,890 |
232,809 |
1,020,925 |
1,636,190 |
|
Total comprehensive income for the period |
- |
- |
- |
185,098 |
185,098 |
|
Dividends paid |
- |
- |
- |
(233,132) |
(233,132) |
|
At 30 June 2009 |
116,566 |
265,890 |
232,809 |
972,891 |
1,588,156 |
|
|
|
|
|
|
|
|
Year to 31 October 2009 |
|
|
|
|
|
|
At 1 November 2008 |
116,566 |
265,890 |
232,809 |
1,020,925 |
1,636,190 |
|
Total comprehensive income for the period |
- |
- |
- |
389,750 |
389,750 |
|
Dividends paid |
- |
- |
- |
(233,132) |
(233,132) |
|
At 31 October 2009 |
116,566 |
265,890 |
232,809 |
1,177,543 |
1,792,808 |
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
For the eight months ended 30 June 2010
1. GENERAL INFORMATION
SpaceandPeople plc is a limited liability company incorporated and domiciled in Scotland (registered number SC212277) which is listed on AIM (dealing code SAL).
The condensed consolidated interim financial information comprises the Company and, since their acquisition, its subsidiary undertakings (together referred to as the 'Group').
This condensed consolidated interim financial information has been reviewed, but not audited, by the auditors, and their independent review report is set out on page 3. It does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006. The financial information for the year to 31 October 2009 has been extracted from the statutory accounts for the Company for that period. These published accounts were reported on by the auditors without qualification or an emphasis of matter reference, and did not include a statement under section 498 of the Companies Act 2006, and have been delivered to the Registrar of Companies.
This condensed consolidated interim financial information was approved by the board on 10 September 2010.
2. BASIS OF PREPARATION
This condensed consolidated interim financial information for the 8 months ended 30 June 2010 has been prepared in accordance with IAS 34 'Interim financial reporting'. The condensed consolidated interim financial information should be read in conjunction with the financial statements of the Company for the year ended 31 October 2009 which were prepared in accordance with IFRS as adopted by the European Union, and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
3. ACCOUNTING POLICIES
The accounting policies adopted in the preparation of the condensed consolidated interim financial information are consistent with those applied in the financial statements of the Company for the year ended 31 October 2009, except as described below.
Basis of consolidation
The Group financial statements incorporate the financial statements of SpaceandPeople plc and its subsidiaries made up to the period end date. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group.
Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiary undertakings acquired during the year are recorded using the acquisition method of accounting and their results included from the date of acquisition.
The separable net assets, both tangible and intangible, of the newly acquired subsidiary undertakings are incorporated into the financial statements on the basis of the fair value as at the effective date of control.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisitions over the Group's interest in the fair value of the identifiable assets and liabilities (including intangible assets) of the acquired entity at the date of the acquisition. Goodwill is recognised as an asset and assessed for impairment at least annually. Any impairment is recognised immediately in the income statement.
4. 4. SEASONALITY OF OPERATIONS
Due to the seasonal nature of the retail business, higher revenues and operating profits are usually expected in the second half of the year than in the first six months, particularly for the newly acquired subsidiary Retail Profile Holdings.
5. SEGMENTAL REPORTING
The Company maintains its head office in Glasgow and a branch office in Hamburg, Germany. These are reported separately. In addition its newly acquired subsidiary, Retail Profile, has an office in London and receives income under a licensing agreement from a Russian company. The Company has determined that these are the principal operating segments as the performance of these segments is monitored separately and reviewed by the board. There are no inter-segment revenues.
|
SpaceandPeople |
Retail Profile Holdings |
Total |
||
|
|
|
(since acquisition only) |
|
|
|
UK |
Germany |
UK |
Licensing |
|
|
£ |
£ |
£ |
£ |
£ |
8 months to 30 June 2010 |
|
|
|
|
|
Gross revenue |
7,798,007 |
2,352,084 |
360,515 |
22,000 |
10,532,606 |
Net revenue |
1,423,064 |
494,981 |
129,579 |
22,000 |
2,069,624 |
Operating profit (loss) before non-recurring costs |
269,432 |
12,658 |
(9,344) |
13,830 |
286,576 |
|
|
|
|
|
|
8 months to 30 June 2009 |
|
|
|
|
|
Gross revenue |
6,959,069 |
1,476,356 |
- |
- |
8,435,425 |
Net revenue |
1,299,238 |
374,453 |
|
|
1,673,691 |
Operating profit/(loss) |
281,767 |
(62,389) |
- |
- |
219,378 |
|
|
|
|
|
|
Year to 31 October 2009 |
|
|
|
|
|
Gross revenue |
10,931,603 |
2,411,135 |
- |
- |
13,342,738 |
Net revenue |
2,057,976 |
631,793 |
|
|
2,689,769 |
Operating profit |
489,633 |
3,636 |
- |
- |
493,269 |
6. 6. NON-RECURRING COSTS
During the period, SpaceandPeople (Hong Kong) Ltd was mothballed. As a result, the investment in that company of £47,364 and amounts due from it of £38,478 were written off. In addition, expenses relating to the acquisition of Retail Profile Holdings Limited of £242,970 were charged against income, in line with IFRS 3 (revised).
7. 7. BUSINESS COMBINATIONS
Investments in a Subsidiary
On 24 May 2010, the Company acquired 100% of the issued share capital of Retail Profile Holdings Limited, formerly Amery Capital III (RPEL) Limited, for a total consideration of £6,515,880 payable as follows:
|
£ |
Shares in SpaceandPeople plc (see note 8 below) |
3,610,880 |
Loan note (see note 6 below) |
1,530,000 |
Cash |
1,375,000 |
|
6,515,880 |
IFRS 3 (revised) has been applied to this acquisition. As a result, acquisition costs of £242,970 have been included in the Consolidated Income Statement as non-recurring costs. These would previously have been included in the consideration.
The fair value of the assets and liabilities of Retail Profile Holdings Limited recognised as a result of the acquisition are as follows:
|
£ |
Cash |
561,023 |
Intangible fixed assets |
3,932,797 |
Property, plant and equipment |
406,173 |
Receivables |
999,876 |
Payables |
(1,564,914) |
Taxation |
16,997 |
Borrowings |
(1,884,297) |
Net identifiable assets acquired |
2,467,655 |
Goodwill |
4,048,225 |
|
6,515,880 |
The goodwill is attributed to Retail Profile Holdings Limited's strong market position and profitability from renting retail merchandising units (RMUs) in shopping centres, and commercial synergies expected to arise after the acquisition. None of the goodwill is expected to be tax deductable. On the date of acquisition, Retail Profile Holdings Limited operated 207 RMUs in 34 centres in the UK and has a licence agreement with Retail Profile Russia, an independent Russian company under which it receives licence income.
Retail Profile Holdings Limited contributed gross revenues of £382,515, an operating profit of £4,486 and a post tax loss of £4,282 to the period to 30 June 2010. Traditionally, Retail Profile Holdings Limited has made losses in the first half of the year. If the acquisition had occurred on 1 November 2009, consolidated gross revenue and operating profit for the Group for the 8 months to 30 June 2010 would have been £13,785,615 and £897,448 respectively.
Investments in Associates
During the period, SpaceandPeople (India) Ltd undertook a further share placement in which SpaceandPeople plc participated by subscribing for 78,132 shares at £1.10. As a result of the placing, SpaceandPeople plc's stake in the company increased from 47.1% to 49.0%.
Also during the period, the board of SpaceandPeople (Hong Kong) Ltd decided that the company was not commercially viable at the moment, and it was mothballed. As a result, the investment of £47,364 has been written off, together with amounts due from the company of £38,478, as a non-recurring cost.
|
Country of Incorporation |
30 June 2010 |
|
30 June 2009 |
|
31 October 2009 |
|
|
£ |
|
£ |
|
£ |
SpaceandPeople (Hong Kong) Ltd |
Hong Kong |
- |
|
47,364 |
|
47,364 |
SpaceandPeople (India) Ltd |
India |
155,964 |
|
70,019 |
|
70,019 |
|
|
155,964 |
|
117,383 |
|
117,383 |
8. INTANGIBLE ASSETS
The movement in Intangible Assets is largely accounted for by goodwill acquired on the Retail Profile acquisition and goodwill arising from that acquisition.
|
|
8 months to |
|
8 months to |
|
Year to |
|
|
|
30 June 2010 |
|
30 June 2009 |
|
31 October 2009 |
|
|
|
£ |
|
£ |
|
£ |
|
Opening balance |
168,149 |
|
228,131 |
|
228,131 |
||
Additions |
9,950 |
|
4,180 |
|
11,201 |
||
Acquired on Retail Profile acquisition |
|
3,932,797 |
|
- |
|
- |
|
Arising from Retail Profile acquisition |
|
4,048,225 |
|
- |
|
- |
|
Amortisation |
|
(48,897) |
|
(47,710) |
|
(71,183) |
|
Closing balance |
|
8,110,224 |
|
184,600 |
|
168,149 |
|
9. PLANT AND EQUIPMENT
The movement in Plant and Equipment is mainly accounted for by the assets acquired on the Retail Profile acquisition.
|
|
8 months to |
|
8 months to |
|
Year to |
|
|
|
30 June 2010 |
|
30 June 2009 |
|
31 October 2009 |
|
|
|
£ |
|
£ |
|
£ |
|
Opening balance |
52,378 |
|
90,630 |
|
90,630 |
||
Additions |
26,526 |
|
6,701 |
|
6,737 |
||
Acquired on Retail Profile acquisition |
|
406,175 |
|
- |
|
- |
|
Depreciation |
|
(41,793) |
|
(29,875) |
|
(44,989) |
|
Closing balance |
|
443,286 |
|
67,456 |
|
52,378 |
|
10. 10. NON-CURRENT LIABILITIES
As a part of the consideration for Retail Profile Holdings Limited, a loan note of £1,530,000 was issued to the vendors carrying a coupon of 3.5% over base rate per annum. The loan note is repayable on 31 October 2011 and is secured by a fixed and floating charge over the assets of Retail Profile Holdings Limited and its subsidiaries.
At 30 June 2010, Retail Profile Holdings Limited had a bank loan of £1,812,582 (of which £455,004 is included in current liabilities being repayable within 12 months) repayable in monthly instalments of £37,917 with interest at a fixed rate of 6.5% on £1,000,000 of the loan, and base rate, subject to a cap of 3%, plus a margin of 3% on the balance. The loan note is secured by a fixed and floating charge over the assets of Retail Profile Holdings Limited and its subsidiaries.
11. DIVIDENDS
|
|
8 months to |
|
8 months to |
|
Year to |
|
|
30 June 2010 |
|
30 June 2009 |
|
31 October 2009 |
|
|
£ |
|
£ |
|
£ |
Paid during the period |
|
|
|
|
|
|
2p per ordinary share (8 months to 30 June 2009 and year to 31 October 2009, both 2p) |
|
233,132 |
|
233,132 |
|
233,132 |
1 12. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid |
|
30 June 2010 |
|
30 June 2009 |
|
31 October 2009 |
||
Class |
Nominal value |
|
|
|
|
|
|
|
Ordinary |
1p |
£ |
|
194,311 |
|
116,566 |
|
116,566 |
|
|
Number |
|
19,431,063 |
|
11,656,579 |
|
11,656,579 |
On 24 May 2010, the Company issued 5,824,000 shares to the vendors of Retail Profile Holdings Limited, and a further 1,935,484 shares in a private placing, both at 62p, to part finance the acquisition. In addition, on 29 June 2010, 15,000 employee share options were exercised at 15p.
13. EARNINGS PER SHARE
Earnings per share has been calculated using the profit/(loss) after taxation for the period and the weighted average number of shares in issue. Tax relief of £25,410 has been assumed on the non-recurring costs of £328,812.
|
|
8 months to |
|
8 months to |
|
Year to |
|
|
|
30 June 2010 |
|
30 June 2009 |
|
31 October 2009 |
|
Profit/(loss) after taxation |
|
|
|
|
|
||
before non-recurring costs |
£195,394 |
|
£167,082 |
|
£363,946 |
||
after non-recurring costs |
£(108,009) |
|
£167,082 |
|
£363,946 |
||
|
|
|
|
|
|
|
|
Weighted average number of shares in issue during the period |
|
|
|
|
|
|
|
1p ordinary shares |
|
12,628,390 |
|
11,656,579 |
|
11,656,579 |
|
Share options |
|
899,999 |
|
136,263 |
|
170,033 |
|
Diluted ordinary shares |
|
13,528,389 |
|
11,792,842 |
|
11,826,612 |
|