SpaceandPeople plc
("SpaceandPeople" and the "Company")
Preliminary Results
SpaceandPeople, the retail, promotional and brand experience specialist, is pleased to announce its preliminary results for the 12 months ended 31 December 2015.
Financial Highlights
· Gross revenue of £22.9 million
· Net revenue of £9.7 million
· Profit from continuing operations before taxation and non-recurring costs attributable to shareholders of £60k
· Basic Earnings per Share before non-recurring costs of 0.3p
· Net cash at year end of £384k
Operational Highlights
· British Land contract won
· Successful first year of Network Rail relationship
· 86 Mobile Promotions Kiosks in operation by the year end
· Cost reduction programme completed
Contact details:
SpaceandPeople Plc |
0845 241 8215 |
Matthew Bending, Gregor Dunlay |
|
Cantor Fitzgerald Europe |
020 7894 7000 |
David Foreman, Will Goode (Corporate Finance) |
|
David Banks, Alex Pollen (Sales) |
|
Chairman's Statement
2016 proved to be a challenging year for SpaceandPeople in a number of respects. Your Board has endeavoured to meet these challenges, and more importantly has taken action to ensure that the Group has a more focused and sustainable business model for the future.
Overall, the Group made a loss before taxation, attributable to the shareholders of the business of just over £0.6 million for the year ended 31 December 2016; the underlying trading position was break even with a number of non-recurring costs contributing to the loss.
We experienced challenges in the retail environment in both the UK and Germany, with the RMU business trading at a significantly lower level than expected. Promotional business also suffered in Germany with the loss of long term ECE income. Our response in the UK has been to implement both overhead cost reductions and efficiencies which should allow us to trade profitably on a sustainable but lower revenue base. In Germany, the RMU contract with ECE has been restructured, to ensure that revenue sharing and costs are both realistic for the lower business base for 2017.
We also took the decision in June 2016 to close S&P+, due to a poorer level of performance than forecast from this joint venture, and to ensure that there would be no further cash outflows from this business. A major part of the discontinued costs of £0.5 million were non-cash in nature. A similar decision was taken regarding the French pilot venture where we were offered insufficient opportunity to cover any further roll-out costs.
These decisions will allow the executive team to focus on the core UK business where there are promising signs of early growth in 2017. The MPK roll-out programme has continued and profits from this in the UK are increasing and growing. The Network Rail contract has offered us further opportunities to grow our revenue base and venue space, within the framework of a secure long term contract. Earlier this year, we announced a contract win with Primesight, which will deliver airport commercialisation space and complements the rail venues we operate from. We have also gained a new contract from British Land which includes space in retail parks as well as shopping centres, and our range of products including MPKs and food units continues to grow in popularity. We are in ongoing negotiations in respect of a number of good quality venues.
Overall, with a clearer focus, a better integrated venues and sales teams, a lower cost base and good quality business opportunities, we expect to be able to return the Group to a sustainable level of profitability in 2017, and trading for the first two months of the year has been ahead of management expectations.
We look forward to the future with greater confidence.
Charles G. Hammond
Chairman
24 March 2017
Strategic Report
Principal Activities
The principal activity of the Group is the marketing and selling of promotional and retail licensing space on behalf of shopping centres and other venues throughout the UK and Germany and also in India.
Review of Business and Future Developments
The results for the period and the financial position of the Group are shown in the financial statements.
The review of the business and a summary of future developments are included in the Chairman's Statement, the Chief Executive Officer's Review and the Operating and Financial Review.
Principal Risks and Uncertainties
The principal risks identified in the business are:
Loss of client - Each year a number of the Group's contracts with clients come to an end. At this point, some are renewed, some are not renewed and others are renegotiated. When the amount of business that we transact with an established client reduces, it can take time to replace this income with business from new clients. The Group is not overly reliant on any single client and the loss of a significant client, although unwelcome, would not put the viability of the business at risk.
Loss of key personnel - The unexpected loss of a member of our senior management team could have a negative effect on the business in the short term, however, we have a management team of six members who are encouraged and required to engage with and assist their colleagues in other areas of the business to ensure that understanding and exchange of ideas is a core element of their roles. This ensures that the business is not at risk while we seek to replace the member or conduct a reorganisation of the team.
System failure - Whilst no guarantees can be given that all possible eventualities are covered, the Group has comprehensive and strict policies and contingency plans concerning power outages, telecommunications failure, virus protection, hardware and software failure, frequent and full offsite backup of all data and disaster recovery. Contracts and service level agreements are in place with reputable suppliers to ensure that any disruption and risk to the business is kept to an absolute minimum. The adequacy and appropriateness of these policies and plans are reviewed on a regular basis. A significant hardware upgrade has been completed in early 2017 and the Group is currently implementing a new CRM system that should be fully operational during 2017.
Legal claims - The Group constantly reviews its exposure to possible legal claims and takes appropriate advice and action to protect both itself and its clients where any avoidable risk is identified, for example, by amending terms and conditions, service agreements, licences and risk assessments.
Key Performance Indicators
The key performance indicators are:
|
2016 |
Restated 2015 |
|
|
|
Gross revenue (£ million) |
22.9 |
24.0 |
Net revenue (£ million) |
9.7 |
11.4 |
Profit before taxation and non-recurring costs attributable to shareholders (£ million) |
0.06 |
1.0 |
Basic earnings per share before non-recurring costs (p) |
0.3 |
4.26 |
Proposed dividend (p) |
- |
2.2 |
Average number of Retail Merchandising Units (RMUs) |
220 |
267 |
Average number of Mobile Promotions Kiosks (MPKs) |
74 |
32 |
By order of the Board
Gregor Dunlay
Company Secretary
24 March 2017
Chief Executive Officer's Review
In 2016 SpaceandPeople refocussed its business on its core offering to property clients, removing unprofitable ventures and halting pilot projects overseas. A renewed focus on the UK, significant cost cutting and restructuring in our retail divisions and new proprietary software designed to speed up management information, sales processing and forecasting is now in place and I am pleased to report that 2017 has started strongly.
UK
Retail
The retail team faced the biggest challenges in 2016 and poor sales traction during this period led to a reorganisation of this department. The dedicated, client-facing team reduced from six to two members and is now supported by the new automated sales and management system. We do not anticipate for these significant changes to affect 2017 sales as the new systems provide a much more efficient process. The retail team have had a good start to 2017 and have already contracted over 50% of their 2017 budget.
Promotions
In 2016 we saw the Network Rail contract gain traction with the Brand Experience department, in particular, seeing significant revenue growth. The post year end addition of Primesight's MAG airport portfolio will, in our opinion, boost the team's ability to control the significant proportion of UK experiential campaigns.
MPKs
The UK MPK programme grew from 49 to 75 units during 2016 with revenue up 139% to £1.6 million. 2017 has started strongly and we anticipate having up to 100 kiosks in operation by the end of the year. The MPK and its delivery of promotional sales in a more professional manner combined with our ability to purchase, maintain, and move units is an important facet of our service delivery.
New Venues
The UK venues team delivered new venues in the form of Bromley Glades, Kirkgate Bradford and the Land Securities Leisure portfolio.
Post year end, we have announced a three-year contract with Primesight to manage all experiential activity within the Manchester Airport Group (MAG) portfolio of Manchester, Gatwick, Stanstead and three other airports. This contract combined with the Network Rail portfolio which added London Bridge, and Paddington in 2016 gives us the largest network of UK transit hubs in addition to the largest retail property estate and has potential for significant development.
Germany
Promotions
German promotional revenue was significantly lower at £0.9 million (2015: £2.4 million). This was due to the rundown of the ECE long term contracts, the majority of which ended in 2015 and were not renewed. We renewed our contract with MEC for a further year and this continues to perform strongly. Unlike in the UK, the team in Germany has not been able to establish the MPK programme effectively. This is due to a lack of suitable central locations due to poor centre layouts. These units will be redeployed in the UK.
Retail
The German retail business encountered a difficult year in 2016 with lower occupancy and a lower number of units in operation. This resulted in revenue falling from £2.6 million in 2015 to £2.2 million. However, with overhead reductions, the utilisation of the UK software platform and reduced rental costs of circa 50% for 2017, we anticipate a return to profitability in 2017.
France
The one year pilot programme with Immochan ended in October 2016. We were encouraged that this had proven the efficacy of the MPK system in the French marketplace, however, the management priorities of our French partner shifted and we did not feel the horizon for growth and partnership were strong enough to invest further. The units will be deployed back into the UK and the costs of £0.1 million incurred in running this pilot project will not be repeated in 2017.
S&P+ Ltd
As I noted in the 2016 Interim Results, during 2016 it was decided to close S&P+. Despite its early promise during the first two years of operation, in 2016 it encountered a significant reduction in its revenue generation and future sales potential. This, along with the resulting drag on the profitability of the core business was unsustainable and was also a significant distraction for senior management. The discontinuation of this business resulted in losses of £0.5 million in 2016 that will not be repeated going forward.
Cost Reductions
As we announced on 9 January 2017, during 2016 we took major steps to reduce the running costs of the Group and to ensure that the cost base was appropriate for the reduced size of the business. These cost reductions removed an annualised cost of £0.6 million through reduced payroll costs in the retail divisions and a reduction in administration positions, and further savings of £0.1 million in IT, travel and logistics. Combined with the £0.7 million non-recurring costs of closing S&P+ and the pilot programme in France I feel the company has the right focus and cost base to return to profitability during 2017.
Outlook for 2017
The reinforcement of our focus on the core divisions has re-energised the business. Along with the removal of costs and the implementation of new upgraded software systems this has eliminated significant sales inefficiencies and transformed management information.
The introduction of important and iconic new venues means we are in a strong and growing position in our market, and there is still considerable scope to grow further. Our UK venues team has a very healthy pipeline of potential new venues they are engaging with and we are hopeful that we will continue to add to the size, diversity and quality of our portfolio.
Matthew Bending
Chief Executive Officer
24 March 2017
Operating and Financial Review
During 2016, the main aims for the Group were to continue the process of concentrating on the core business units, develop the relationships with the significant new clients, continue the roll-out of the Mobile Promotion Kiosk ("MPK") service and continue the rationalisation of administrative expenses.
Progress was made on a number of these fronts with UK promotional revenue growing by 4% and UK retail revenue growing by 3% largely as a result of the Network Rail contract and further MPK roll-out respectively. However, German promotional revenue fell by 62% compared with the previous year due to a number of long-term deals finishing and not being replaced and a reduced volume of business being conducted with ECE. German retail revenue was 15% lower than the previous year as there were fewer RMUs in operation. Overall, net revenue across the Group was 15% lower than the previous year at £9.66 million.
By the end of 2016, we had 81 MPKs installed in venues throughout the UK and Germany (2015: 56 MPKs) with a further 5 kiosks in France as part of the Immochan pilot project.
The restructuring of overheads continued throughout 2016 with the streamlining of management, headcount reductions in areas of the business that had a structural decline in their revenue, new efficient IT systems and a reduction in travel and logistics costs.
Revenue
During 2016, gross revenue generated on behalf of our clients was £22.9 million, which was £1.1 million (5%) lower than like for like gross revenue in the previous year. This was due mainly to reductions in German promotional revenue where long-term deals were not renewed. Although gross revenue fell by 5%, net revenue fell by 15% to £9.7 million. Gross German promotional income fell by 35% at a net level this was a 62% reduction.
During 2016, UK promotions continued to perform well with Brand Experience promotions increasing by 50% to £1.3million. Regional / Local revenue fell £0.3 million (29%) although an element of this was due to revenue previously recorded as outbound sales being recorded as MPK revenue. UK retail sales were 4% higher than in the previous year. This improvement was due to an increase in outdoor and food retailing business compared with the previous year.
UK RMU and MPK revenue in 2016 were £3.2 million which was £0.1million (3%) higher than in 2015. Although there were fewer RMUs in operation during 2016 than in 2015 with an average of 110 compared with 133, the increase in revenue from MPKs where the number of units in operation increased from 49 to 75 more than compensated for this.
Administrative Expenses
Like for like administrative expenses of the Group fell by £1.1 million (16%) to £5.6 million. This reduction was primarily as a result of the restructuring undertaken during 2015 along with additional savings identified during 2015.
The average number of people employed in the business declined by 14 to 118 in 2016 from 132 in 2015 as a result of the reduction in commercial and telesales staff.
Profit
Operating profit before non-recurring costs fell to £0.1million (2015: £1.1million). As there were non-recurring costs of £0.3million, the loss before taxation from continuing operations was £0.2million (2015: profit of £1.0million).
Basic Earnings per Share ("EPS") before non-recurring costs fell by 93% to 0.3p (2015: 4.26p). Fully diluted EPS before non-recurring costs fell by 92% to 0.3p (2015: 3.89p). Basic EPS is calculated as profit after tax attributable to the owners of the Company divided by the weighted average number of shares in issue during the year which was 19,519,563 (2014: 19,519,563). Fully diluted EPS also takes into account the number of shares that would be issued on the exercise of outstanding share options. The weighted average number of shares used to calculate the diluted EPS was 21,168,724 (2015: 21,385,604).
Cash Flow
The Group generated £0.4 million of net cash flow from operating activities during the year (2015: £0.2 million). This was achieved by reducing the amount owed by debtors by £0.9 million during the year. During the year £0.3 million was spent on fixed assets, the majority of which was again spent on new MPKs, and a dividend of £0.4 million was also paid during the year. An additional £0.2 million was drawn down on the banking facility to part fund the capital expenditure.
As a consequence of these 2016 results, the Group is in technical breach of its cumulative net asset growth covenants in relation to its banking facilities. Lloyds has informed the Group that, whilst reserving its rights, it does not intend to exercise its rights in relation to these covenant breaches although no further drawdown of the facilities is permitted until the covenant breaches have been resolved. This is expected to happen when the covenants are tested again at 31 July 2017. This does not have an impact upon the Group's ability to conduct its business in a normal fashion as the current level of drawdown provides a significant level of headroom.
Dividends
The Company has had a consistent record of paying a dividend each year, however, as a result of the financial performance in 2016 the Board is not proposing a dividend during 2017. It is anticipated that dividends will resume in 2018.
Gregor Dunlay
Chief Financial Officer
24 March 2017
Consolidated Statement of Comprehensive Income
|
Notes |
12 months to |
Restated - 12 months to |
|
|
31 December '16 |
31 December '15 |
|
|
£'000 |
£'000 |
|
|
|
|
Revenue |
4 |
9,661 |
11,433 |
|
|
|
|
Cost of Sales |
4 |
(4,133) |
(3,947) |
|
|
|
|
Gross Profit |
|
5,528 |
7,486 |
|
|
|
|
Administration expenses |
|
(5,618) |
(6,713) |
Other operating income |
|
194 |
295 |
|
|
|
|
Operating Profit before non-recurring costs |
|
104 |
1,068 |
|
|
|
|
Non-recurring costs |
7 |
(289) |
- |
|
|
|
|
Operating (Loss) / Profit |
|
(185) |
1,068 |
|
|
|
|
Finance costs |
8 |
(40) |
(28) |
|
|
|
|
(Loss) / Profit before taxation |
|
(225) |
1,040 |
|
|
|
|
Taxation |
9 |
(44) |
(197) |
|
|
|
|
(Loss) / Profit after taxation from continuing operations |
|
(269) |
843 |
Discontinued Operations |
10 |
(543) |
21 |
||
|
|
|
|
||
(Loss) / Profit after taxation |
|
(812) |
864 |
||
|
|
|
|
||
Other Comprehensive income Foreign exchange differences on translation of foreign operations |
|
104 |
(39) |
||
|
|
|
|
||
Total comprehensive income for the |
|
(708) |
825
|
||
period |
|
|
|
||
|
|
|
|
||
(Loss) / Profit for the year attributable to: |
|
|
|
||
|
|
|
|
||
Owners of the Company |
|
(660) |
831 |
||
Non-controlling interests |
|
(152) |
33 |
||
|
|
(812) |
864 |
||
Total comprehensive income for the |
|
|
|
||
period attributable to: |
|
|
|
||
|
|
|
|
||
Owners of the Company |
|
(556) |
792 |
||
Non-controlling interests |
|
(152) |
33 |
||
Total comprehensive income for the |
|
(708) |
825 |
||
period |
|
|
|
||
Earnings per share |
25 |
|
|
||
Basic - Before non-recurring costs |
|
0.3p |
4.26p |
||
Basic - After non-recurring costs |
|
(3.38p) |
4.26p |
||
Diluted - Before non-recurring costs |
|
0.3p |
3.89p |
||
Diluted - After non-recurring costs |
|
(3.12p) |
3.89p |
||
Consolidated Statement of Financial Position
|
Notes |
31 December '16 |
31 December '15 |
|
|
£'000 |
£'000 |
Assets |
|
|
|
Non-current assets: |
|
|
|
Goodwill |
13 |
8,225 |
8,225 |
Other intangible assets |
14 |
21 |
17 |
Property, plant & equipment |
15 |
1,558 |
1,625 |
|
|
9,804 |
9,867 |
Current assets: |
|
|
|
Trade & other receivables |
17 |
3,350 |
4,205 |
Cash & cash equivalents |
18 |
1,584 |
1,723 |
|
|
4,934 |
5,928 |
|
|
|
|
Total assets |
|
14,738 |
15,795 |
|
|
|
|
Liabilities |
|
|
|
Current liabilities: |
|
|
|
Trade & other payables |
19 |
4,266 |
4,506 |
Current tax payable |
19 |
(146) |
18 |
Other borrowings |
20 |
1,000 |
250 |
|
|
5,120 |
4,774 |
Non-current liabilities: |
|
|
|
Deferred tax liabilities |
16 |
90 |
58 |
Long-term loan |
20 |
200 |
750 |
|
|
290 |
808 |
|
|
|
|
Total liabilities |
|
5,410 |
5,582 |
|
|
|
|
Net assets |
|
9,328 |
10,213 |
|
|
|
|
Equity |
|
|
|
Share capital |
23 |
195 |
195 |
Share premium |
|
4,868 |
4,868 |
Special reserve |
|
233 |
233 |
Retained earnings |
|
3,762 |
4,747 |
|
|
|
|
Equity attributable to owners of the |
|
9,058 |
10,043 |
Company |
|
|
|
Non-controlling interest |
|
270 |
170 |
Total equity |
|
9,328 |
10,213 |
The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2016.
Signed on behalf of the Board of Directors by:
M J Bending - Director
Consolidated Statement of Cash Flows
|
Notes |
12 months to |
12 months to |
|
|
31 December '16 |
31 December '15 |
|
|
£'000 |
£'000 |
Cash flows from operating activities |
|
|
|
Cash generated from operations |
|
335 |
192 |
Interest paid |
8 |
(40) |
(28) |
Taxation |
|
128 |
39 |
Net cash inflow from operating |
|
423 |
203 |
activities |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase of intangible assets |
14 |
(25) |
(15) |
Purchase of property, plant & equipment |
15 |
(308) |
(690) |
Net cash (outflow) from investing |
|
(333) |
(705) |
activities |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
Bank facility received |
|
200 |
500 |
Dividends paid |
12 |
(429) |
(390) |
Net cash inflow / (outflow) from |
|
(229) |
110 |
Financing activities |
|
|
|
|
|
|
|
(Decrease) / Increase in cash and cash equivalents |
|
(139) |
(392) |
Cash and cash equivalents at beginning of |
|
1,723 |
2,115 |
period |
|
|
|
Cash and cash equivalents at end of |
18 |
1,584 |
1,723 |
period |
|
|
|
Reconciliation of operating profit to net |
|
|
|
cash flow from operating activities |
|
|
|
Operating (loss) / profit |
|
(185) |
1,068 |
Operating (loss) / profit from discontinued operation Amortisation of intangible assets |
10
14 |
(543)
16 |
21
16 |
Depreciation of property, plant & |
15 |
328 |
439 |
equipment |
|
|
|
Effect of foreign exchange rate moves |
|
104 |
(39) |
Decrease in receivables |
|
855 |
16 |
Decrease in payables |
|
(240) |
(1,329) |
Cash flow from operating activities |
|
335 |
192 |
Consolidated Statement of Changes in Equity
|
|
Share |
|
Share |
|
Special |
|
Retained |
|
Non- |
|
Total |
|
|
capital |
|
premium |
|
reserve |
|
earnings |
|
controlling |
|
equity |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
interest |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2014 |
|
195 |
|
4,868 |
|
233 |
|
4,345 |
|
137 |
|
9,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
income: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
translation |
|
- |
|
- |
|
- |
|
(39) |
|
- |
|
(39) |
Profit for the period |
|
- |
|
- |
|
- |
|
831 |
|
33 |
|
864 |
Total comprehensive |
|
- |
|
- |
|
- |
|
792 |
|
33 |
|
825 |
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with |
|
|
|
|
|
|
|
|
|
|
|
|
owners: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
- |
|
- |
|
- |
|
(390) |
|
- |
|
(390) |
Total transactions with |
|
- |
|
- |
|
- |
|
(390) |
|
- |
|
(390) |
owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2015 |
|
195 |
|
4,868 |
|
233 |
|
4,747 |
|
170 |
|
10,213 |
Comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
income: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
translation |
|
- |
|
- |
|
- |
|
104 |
|
- |
|
104 |
(Loss) / Profit for the period |
|
- |
|
- |
|
- |
|
(660) |
|
(152) |
|
(812) |
Total comprehensive |
|
- |
|
- |
|
- |
|
(556) |
|
(152) |
|
(708) |
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with |
|
|
|
|
|
|
|
|
|
|
|
|
owners: |
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of non-controlling interest in S&P+ Dividends paid |
|
- - |
|
- - |
|
- - |
|
- (429) |
|
252 - |
|
252 (429) |
Total transactions with |
|
- |
|
- |
|
- |
|
(429) |
|
252 |
|
(177) |
owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2016 |
|
195 |
|
4,868 |
|
233 |
|
3,762 |
|
270 |
|
9,328 |
Notes to the Financial Statements
1. General information
SpaceandPeople plc is a public limited company incorporated and domiciled in Scotland (registered number SC212277) which is listed on AIM (dealing code SAL).
2. Basis of preparation
The Group's financial statements for the period ended 31 December 2016 and for the comparative period ended 31 December 2015 have been prepared on a going concern basis under the historical cost convention in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and International Financial Reporting Interpretations Committee (IFRIC) interpretations, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The Directors have, at the time of approving the financial statements, a reasonable expectation that SpaceandPeople has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Future accounting developments
New and revised IFRSs applied with no material effect on the consolidated financial statements
Title |
Implementation |
Effect on Group |
|
|
|
IFRS 14 Regulatory Deferral Accounts |
Annual periods beginning on or after 1 January 2016 |
None |
|
|
|
IFRS 11 - Amendments to "Accounting for Acquisitions of Interests in Joint Operations" |
Annual periods beginning on or after 1 January 2016 |
None |
|
|
|
IAS 16 and IAS 38 - Amendments to "Clarification of Acceptable Methods of Depreciation and Amortisation" |
Annual periods beginning on or after 1 January 2016 |
None |
|
|
|
IAS 27 - Amendments to "Equity Method in Separate Financial Statements" |
Annual periods beginning on or after 1 January 2016 |
None |
|
|
|
Annual Improvements to IFRSs (2012 - 2014) |
Annual periods beginning on or after 1 January 2016 |
None |
|
|
|
IAS 1 - Amendments to "Disclosure Initiative" |
Annual periods beginning on or after 1 January 2016 |
None |
The following standard will be introduced in future periods
Title |
Implementation |
Effect on Group |
|
|
|
IFRS 15 - 'Revenue from Contracts with Customers'
IFRS 9 - 'Financial Instruments (2014)'
IFRS 16 - 'Leases'
IAS 12 - Amendments to 'Recognition of Deferred Tax Assets for Unrealised Losses'
IAS 7 - Amendments to 'Disclosure Initiative'
IFRS 2 - Amendments to 'Classification and Measurement of share-based payment transactions' |
Annual periods beginning on or after 1 January 2018
Annual periods beginning on or after 1 January 2018
Annual periods beginning on or after 1 January 2019
Annual periods beginning on or after 1 January 2017
Annual periods beginning on or after 1 January 2017
Annual periods beginning on or after 1 January 2018 |
None
None
None
None
None
None |
Management anticipates that the standards and interpretations in issue, but not yet effective will be adopted in the financial statements when they become effective and foresee currently no material impact by the adoptions on the financial statements of the Group in the period of initial application. However, this will be assessed further upon implementation.
3. Accounting policies
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.
For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss of goodwill is recognised directly in the consolidated statement of comprehensive income. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
The Group's policy for goodwill arising on the acquisition of an associate is described below.
Investments in subsidiaries
The parent Company's investments in subsidiary undertakings are included in the Company statement of financial position at cost, less provision for any impairment in value.
Revenue
Revenue is measured at the fair value of consideration received or receivable. Revenue is shown net of value-added tax, rebates and discounts and after eliminating intergroup sales. Revenue is recognised when the amount of revenue can be measured reliably, it is probable that future economic benefits will flow to the Group and when any specific delivery criteria have been met.
Commission
Revenue from commission receivable while acting as agent is recognised when the following conditions are satisfied;
- Contract is agreed with promoter / merchant
- Venue acceptance of contract
- Invoice issued and no further input anticipated
Acting as principal
Revenue from agreements where we act as principal i.e. renting space from venues and reselling to promoters and operators, is recognised as gross revenue receivable by us, with the corresponding amount payable to the venue owner being recognised in administrative expenses.
Leasing Income
Revenue from leasing activities is recognised on a straight-line basis over the term of the lease.
Licence Fees
Licence fee revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the asset's net carrying amount on initial recognition.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Property, plant & equipment
Depreciation is provided at the annual rates below in order to write off each asset over its estimated useful life.
Plant & equipment |
- |
12.5% of cost |
Fixtures & fittings |
- |
25% of cost |
Computer equipment Computer software |
- - |
25% of cost 33% of cost
|
Property, plant & equipment is stated at cost less accumulated depreciation to date.
Intangible assets
Website development costs
The Group capitalises all costs directly attributable to further developing its websites, while costs which relate to on-going maintenance are expensed as they arise. The capitalised costs are depreciated over three years.
Patents and trademarks
The costs of obtaining patents and trademarks are capitalised and written off over the economic life of the asset acquired.
Impairment of non-current assets
The need for any non-current asset impairment is assessed by comparison of the carrying value of the asset against the higher of realisable value and the value in use or, in the case of intangible assets, the anticipated future cash flows arising from the asset.
Leasing commitments
Rentals paid under operating leases are charged against profit as incurred. The Group has no finance leases.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis over the term of the relevant lease.
Taxation
The tax expense represents the sum of tax currently payable and deferred tax. Tax currently payable is based on the taxable profit for the period. The Group's liability for current tax is calculated using rates that have been enacted or substantially enacted at the balance sheet date.
Deferred tax is the 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 computation of taxable profits, and is accounted for using the liability method. Deferred tax liabilities are recognised for all temporary timing differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition, other than in a business combination, of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent 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 that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
Foreign exchange
Items included in the Group's financial statements are measured using Pounds Sterling, which is the currency of the primary economic environment in which the Group operates, and is also the Group's presentational currency.
Transactions denominated in foreign currencies are translated into Sterling at the rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the rates at that date. These translation differences are dealt with in the profit and loss account.
The income and expenditure of overseas operations are translated at the average rates of exchange during the period. Monetary items on the balance sheet are translated into Sterling at the rate of exchange ruling on the balance sheet date and fixed assets at historical rates. Exchange difference arising are treated as a movement in reserves.
Financial instruments
Financial assets and liabilities are recognised in the Group's balance sheet when it becomes a party to the contractual provisions of the instrument.
Trade and other receivables
Trade and other receivables are carried at original invoice value less an allowance for any uncollectable amounts. An allowance for bad debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off in the income statement when identified.
Cash and cash equivalents
Cash and cash equivalents are carried in the balance sheet at cost and comprise cash in hand, cash at bank and deposits with banks.
Trade and other payables
Trade and other payables are carried at amortised costs and represent liabilities for goods or services provided to the Group prior to the period end that are unpaid and arise when the Group becomes obliged to make future payments in respect of these goods and services.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Share based payments
The Group operates a number of equity settled share based payment schemes under which share options are issued to certain employees. The fair value determined at the grant date of the equity settled share based payment, where material, is expensed on a straight-line basis over the vesting period. For schemes with only market based performance conditions, those conditions are taken into account in arriving at the fair value at grant date.
Pensions
The Group pays contributions to the personal pension schemes of certain employees. Contributions are charged to the income statement in the period in which they fall due.
Critical accounting judgements and estimates
The preparation of financial statements in conformity with IFRS requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenditure during the period. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ from those estimates. IFRS also requires management to exercise its judgement in the process of applying the Group's accounting policies.
The areas where significant judgements and estimates have been made in the preparation of these financial statements are the useful lives and impairment of non-current and intangible assets, impairment of the value of investment in associates and taxation. Explanations of the methodology and the resultant assumptions are detailed in the relevant accounting policies above and the respective notes to the financial statements.
Borrowing costs
Borrowing costs are amortised over the duration of the loan and recognised throughout the term of the loan.
4. Segmental reporting
The Group maintains its head office in Glasgow and a subsidiary office in Hamburg, Germany. These are reported separately. In addition, the retail business, now trading as POP retail, has an office in London and a subsidiary in Germany. The Group has determined that these are the principal operating segments as the performance of these segments is monitored separately and reviewed by the Board.
The following tables present revenues, results and asset and liability information regarding the Group's two core business segments - Promotional Sales and Retail, split by geographic area, after licence fees and management charges made between Group companies, the Other segment incorporates SpaceandPeople India. The comparative figures have been updated to reflect the closure of S&P+ and have now been included in Note 10 Discontinued operations.
Segment revenues and |
Promotion |
Promotion |
Retail |
Retail |
Head |
Other |
Group |
results |
UK |
Germany |
UK |
Germany |
Office |
|
|
for 12 months to |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
31 December '16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
3,185 |
917 |
3,244 |
2,226 |
- |
89 |
9,661 |
revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
- |
- |
(2,829) |
(1,304) |
- |
- |
(4,133) |
Administrative expenses |
(1,718) |
(1,162) |
(504) |
(1,294) |
(832) |
(108) |
(5,618) |
Other revenue |
- |
90 |
- |
100 |
- |
4 |
194 |
Non-recurring costs |
(87) |
- |
(126) |
- |
(76) |
- |
(289) |
|
|
|
|
|
|
|
|
Segment operating profit |
1,380 |
(155) |
(215) |
(272) |
(908) |
(15) |
(185) |
/ (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
(40) |
- |
- |
- |
- |
- |
(40) |
|
|
|
|
|
|
|
|
Segment profit / (loss) |
1,340 |
(155) |
(215) |
(272) |
(908) |
(15) |
(225) |
before taxation |
|
|
|
|
|
|
|
Segment assets and |
Promotion |
Promotion |
Retail |
Retail |
Other |
Group |
liabilities |
UK |
Germany |
UK |
Germany |
|
|
as at 31 December '16 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Total segment assets |
7,130 |
1,002 |
4,819 |
995 |
792 |
14,738 |
|
|
|
|
|
|
|
Total segment liabilities |
(3,334) |
(694) |
(964) |
(352) |
(66) |
(5,410) |
|
|
|
|
|
|
|
Total net assets |
3,796 |
308 |
3,855 |
643 |
726 |
9,328 |
Segment revenues and |
Promotion |
Promotion |
Retail |
Retail |
Head |
Other |
Group |
results |
UK |
Germany |
UK |
Germany |
Office |
|
|
for 12 months to |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
31 December '15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
3,063 |
2,438 |
3,151 |
2,632 |
- |
149 |
11,433 |
revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
- |
- |
(2,540) |
(1,445) |
- |
38 |
(3,947) |
Administrative expenses |
(1,351) |
(2,444) |
(405) |
(1,317) |
(1,039) |
(157) |
(6,713) |
Other revenue |
- |
59 |
- |
176 |
- |
60 |
295 |
Non-recurring costs |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Segment operating profit |
1,712 |
53 |
206 |
46 |
(1,039) |
90 |
1,068 |
/ (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
(28) |
- |
- |
- |
- |
- |
(28) |
|
|
|
|
|
|
|
|
Segment profit / (loss) |
1,684 |
53 |
206 |
46 |
(1,039) |
90 |
1,040 |
before taxation |
|
|
|
|
|
|
|
Segment assets and |
Promotion |
Promotion |
Retail |
Retail |
Other |
Group |
liabilities |
UK |
Germany |
UK |
Germany |
|
|
as at 31 December '15 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Total segment assets |
6,482 |
1,654 |
4,781 |
1,455 |
1,423 |
15,795 |
|
|
|
|
|
|
|
Total segment liabilities |
(2,031) |
(802) |
(1,214) |
(1,101) |
(434) |
(5,582) |
|
|
|
|
|
|
|
Total net assets |
4,451 |
852 |
3,567 |
354 |
989 |
10,213 |
5. Operating profit
The operating profit is stated after charging:
|
12 months to |
12 months to |
|
December '16 |
December '15 |
|
£'000 |
£'000 |
|
|
|
Motor vehicle leasing |
93 |
68 |
Property leases |
369 |
298 |
Amortisation of intangible assets |
16 |
16 |
Depreciation of property, plant and equipment |
328 |
439 |
|
806 |
821 |
Auditor's remuneration: |
|
|
Fees payable for: |
|
|
Audit of Company |
19 |
19 |
Audit of subsidiary undertakings |
22 |
22 |
Tax services |
4 |
4 |
Other services |
3 |
2 |
|
48 |
47 |
|
|
|
Directors' remuneration |
539 |
534 |
6. Staff costs
The average number of employees in the Group during the period was as follows:
|
12 months to |
12 months to |
|
December '16 |
December '15 |
|
|
|
Executive Directors Non-executive Directors |
3 3 |
3 3 |
Administration |
30 |
32 |
Telesales |
60 |
64 |
Commercial |
15 |
24 |
Maintenance |
7 |
6 |
|
118 |
132 |
|
12 months to |
12 months to |
|
December '16 |
December '15 |
|
£'000 |
£'000 |
|
|
|
Wages and salaries |
4,149 |
4,208 |
Social Security costs |
481 |
497 |
Pensions |
50 |
57 |
|
4,680 |
4,762 |
Details of Directors' emoluments, including details of share option schemes, are given in the remuneration report. These disclosures form part of the audited financial statements of the Group.
7. Non-recurring costs
During the period, the Group incurred one off costs of £289k (2015: Nil). £163k was incurred relating to restructuring of the UK and German retail divisions and £126k incurred relating to the MPK France pilot.
8. Finance income and costs
|
12 months to |
12 months to |
|
December '16 |
December '15 |
|
£'000 |
£'000 |
Finance costs: |
|
|
Interest payable |
(40) |
(28) |
9. Taxation
|
12 months to |
12 months to |
|
December '16 |
December '15 |
|
£'000 |
£'000 |
|
|
|
Current tax expense: |
|
|
Current tax on profits for the year |
70 |
117 |
Adjustment for (over) / under provision in prior periods |
(62) |
7 |
Total current tax
|
8 |
124 |
Foreign tax: |
|
|
Current tax on foreign income for the period |
- |
25 |
Adjustment for under provision in prior periods |
4 |
- |
Total foreign tax |
4 |
25 |
|
|
|
Deferred tax: |
|
|
Charge / credit in respect of tax losses |
37 |
(37) |
Charge in respect of temporary timing differences Charge in relation to prior period |
(18) 13 |
85 - |
Total deferred tax |
32 |
48 |
|
|
|
Income tax expense as reported in the Income Statement |
44 |
197 |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The differences are explained below:
|
12 months to |
12 months to |
|
December '16 |
December '15 |
|
£'000 |
£'000 |
|
|
|
Profit on ordinary activities before tax |
(768) |
1,061 |
Profit on ordinary activities at the standard rate of corporation tax in |
|
|
the UK of 20.25% (2015: 20.25%) |
|
|
Jan - Mar 2015: 21% |
- |
56 |
Apr - Dec 2015: 20% |
- |
159 |
Jan - Dec 2016: 20% |
(154) |
- |
|
|
|
|
|
|
Tax effect of: |
|
|
- Prior period adjustment |
(59) |
7 |
- Difference due to foreign taxation rates - Tax losses - Disallowable items |
- (17) 274 |
12 (37) - |
|
|
|
Income tax expense as reported in the Income Statement |
44 |
197 |
10. Discontinued operations
During the period, the Group took decision to close its S&P+ business, which operated in a niche sector distinct from SpaceandPeople's core business. SpaceandPeople owned 51% of S&P+ and didn't consider it prudent to continue funding the venture beyond what had already been provided. The combined results of the discontinued operations included in the loss for the year are set out below. The comparative loss / profit from discontinued operations have been represented to include those operations classified as discontinuing in the current year.
|
12 months to |
12 months to |
|
December '16 |
December '15 |
Profit / (Loss) for the year from discontinued operations |
£'000 |
£'000 |
Revenue |
487 |
2,381 |
Cost of Sales |
(343) |
(1,738) |
Gross Profit |
144 |
643 |
Administration expenses |
(435) |
(622) |
|
|
|
Results from Operating activities (Net of Tax) |
(291) |
21 |
|
|
|
Non-controlling interest eliminated |
(252) |
- |
|
|
|
(Loss) / profit for period from Discontinued operations |
(543) |
21 |
11. Profit for the period
The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements. The Group profit for the period includes a Company loss after tax and before dividends of (£73k) after the incorporation of all UK head office costs (2015 profit: £568k) which is dealt with in the financial statements of the parent Company.
12. Dividends
|
12 months to |
12 months to |
|
December '16 |
December '15 |
|
£'000 |
£'000 |
|
|
|
Paid during the period |
429 |
390 |
Recommended final dividend |
- |
429 |
Equity - No final dividend is recommended for 2016 (final dividend for 2015 - 2.20p per ordinary share)
13. Goodwill
Cost |
£'000 |
|
|
At 31 December 2014 |
8,225 |
Additions |
- |
At 31 December 2015 |
8,225 |
Additions |
- |
At 31 December 2016 |
8,225 |
Accumulated impairment losses |
|
At 31 December 2014 |
- |
Charge for the period |
- |
At 31 December 2015 |
- |
Charge for the period |
- |
At 31 December 2016 |
- |
Net book value |
|
At 31 December 2014 |
8,225 |
At 31 December 2015 |
8,225 |
At 31 December 2016 |
8,225 |
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 Directors consider that the businesses of the UK Retail sub group and SpaceandPeople India Pvt Limited are identifiable CGUs and the carrying amount of Goodwill is allocated against these CGUs. No amortisation of the carrying value has been occurred at the financial statement review date. Goodwill for the UK Retail sub group remains unchanged at £7,981,000 and goodwill for SpaceandPeople India Pvt Limited remains unchanged at £244,000.
The recoverable amounts of the cash generating units are determined on value in use calculations which use cash flow projections based on financial budgets approved by the Board covering a five-year period followed by a terminal factor at a discount rate of 3% per annum. Cash flow projections during the budget period are based on an average growth in EBITDA which the Directors consider to be conservative given the plans for the businesses and the potential increased returns. As a result of the sensitivity analysis carried out, the Directors believe that any reasonable possible change in the key assumptions on which the recoverable amounts are based would not cause the aggregate carrying amounts to exceed the aggregate recoverable amounts of the cash generating units and that cash flows from these units will continue in line with expectations for the foreseeable future.
14. Other intangible assets
Cost |
Website |
Product |
Patents & |
Total |
|
development |
development |
trademarks |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
At 31 December 2014 |
284 |
137 |
71 |
492 |
Additions |
- |
- |
15 |
15 |
At 31 December 2015 |
284 |
137 |
86 |
507 |
Additions Elimination of S&P+ |
- - |
- - |
25 (8) |
25 (8) |
At 31 December 2016 |
284 |
137 |
103 |
524 |
Amortisation |
Website |
Product |
Patents & |
Total |
|
Development |
development |
trademarks |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
At 31 December 2014 |
284 |
137 |
53 |
474 |
Charge for the period |
- |
- |
16 |
16 |
At 31 December 2015 |
284 |
137 |
69 |
490 |
Charge for the period Elimination of S&P+ |
- - |
- - |
16 (3) |
16 (3) |
At 31 December 2016 |
284 |
137 |
82 |
503 |
Net book value |
Website |
Product |
Patents & |
Total |
|
development |
Development |
trademarks |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
At 31 December 2014 |
- |
- |
18 |
18 |
At 31 December 2015 |
- |
- |
17 |
17 |
At 31 December 2016 |
- |
- |
21 |
21 |
15. Property, plant and equipment
The Group movement in property, plant & equipment assets was:
Cost |
Plant & |
Fixture & |
Computer |
Total |
|
equipment |
fittings |
equipment |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
At 31 December 2014 |
2,281 |
258 |
478 |
3,017 |
Additions |
626 |
- |
64 |
690 |
At 31 December 2015 |
2,907 |
258 |
542 |
3,707 |
Additions Disposals Elimination of S&P+ |
151 (18) - |
16 - - |
159 - (127) |
326 (18) (127) |
At 31 December 2016 |
3,040 |
274 |
574 |
3,888 |
Depreciation |
Plant & |
Fixture & |
Computer |
Total |
|
Equipment |
Fittings |
Equipment |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
At 31 December 2014 |
1,066 |
233 |
344 |
1,643 |
Charge for the period |
342 |
13 |
84 |
439 |
At 31 December 2015 |
1,408 |
246 |
428 |
2,082 |
Charge for the period Elimination of S&P+ |
235 - |
3 - |
90 (80) |
328 (80) |
At 31 December 2016 |
1,643 |
249 |
438 |
2,330 |
Net book value |
Plant & |
Fixture & |
Computer |
Total |
|
equipment |
Fittings |
Equipment |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
At 31 December 2014 |
1,215 |
25 |
134 |
1,374 |
At 31 December 2015 |
1,499 |
12 |
114 |
1,625 |
At 31 December 2016 |
1,397 |
25 |
136 |
1,558 |
16. Deferred tax
|
|
31 December '16 |
|
31 December '15 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
Deferred tax liability: Deferred tax liability to be recognised after more than 12 months
Deferred tax assets: Deferred tax asset to be recognised after less than 12 months
|
|
90
- |
|
95
(37) |
Deferred tax liability (net) |
|
90 |
|
58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2016 Debit / (Credit) in respect of losses Charge in respect of temporary timing differences on property, plant and equipment |
|
58 37 (5) |
|
10 (37) 85 |
At 31 December 2016 |
|
90 |
|
58 |
17. Trade and other receivables
|
|
31 December '16 |
|
31 December '16 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
Trade debtors |
|
2,530 |
|
3,516 |
Other debtors |
|
469 |
|
443 |
Prepayments |
|
351 |
|
246 |
Total |
|
3,350 |
|
4,205 |
Amounts falling due after more than one year included above are: |
|
424 |
|
400 |
The maximum exposure to credit risk at the balance sheet date is the carrying amount of receivables detailed above. The Group does not hold any collateral as security.
The Directors do not believe that there is a significant concentration of credit risk within the trade receivables balance. As of 31 December 2016, trade receivables of £345k (2015: £596k) were past due but not impaired.
The ageing of trade debtors:
|
Current |
|
0 - 30 Days |
|
31 - 60 Days |
|
61 Days + |
|
Total |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
31 December '16 |
2,185 |
|
96 |
|
72 |
|
177 |
|
2,530 |
|
|
|
|
|
|
|
|
|
|
31 December '15 |
2,920 |
|
130 |
|
94 |
|
372 |
|
3,516 |
18. Cash and cash equivalents
|
|
31 December '16 |
|
31 December '15 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
Cash at bank and on hand |
|
1,584 |
|
1,723 |
|
|
1,584 |
|
1,723 |
19. Trade and other payables
|
|
31 December '16 |
|
31 December '15 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
Trade creditors |
|
514 |
|
628 |
Other creditors |
|
1,625 |
|
1,470 |
Social Security and other taxes |
|
395 |
|
610 |
Accrued expenses |
|
1,404 |
|
1,342 |
Deferred income |
|
328 |
|
456 |
Trade and other payables |
|
4,266 |
|
4,506 |
|
|
|
|
|
Corporation tax |
|
(146) |
|
18 |
Total |
|
4,120 |
|
4,524 |
20. Other borrowings
|
|
31 December '16 |
|
31 December '15 |
|
|
£'000 |
|
£'000 |
Bank loan: |
|
|
|
|
Less than one year |
|
1,000 |
|
250 |
Greater than one year |
|
200 |
|
750 |
|
|
|
|
|
|
|
1,200 |
|
1,000 |
As at 31 December 2016, SpaceandPeople plc had drawn down £1.2 million (2015: £1 million) of its agreed bank facility of £2 million (2015: £2 million), £1 million of which expires in July 2017 and the other £1 million expires in July 2019. The Group is in technical breach of its covenants in relation to these facilities and no further drawdown is permitted until the covenant breaches have been resolved.
21. Financial instruments and risk management
The Group has no material financial instruments other than cash, current receivables and liabilities, in both this and the prior period, all of which arise directly from its operations. The net fair value of its financial assets and liabilities is the same as their carrying value as detailed in the balance sheet and related notes.
Credit risk - The Group's credit risk relates to its receivables and is managed by undertaking regular credit evaluations of its customers.
Liquidity risk - The Group operates a cash-generative business and holds net funds. The Directors consider the funding structure to be adequate for the Group's current funding requirements and this is expected to strengthen further during 2017.
Borrowing facilities - The Group has agreed facilities of £2 million, of which £1.2 million was utilised at the year end.
£1 million was drawn down from a £1 million facility, which expires in July 2017, at a rate of 2.99% above base rate. The other £200k was drawn down from the other £1 million facility, which expires in July 2019, at a rate of 2.99% above base rate. Both of these facilities are secured by an omnibus guarantee and set off agreement, secured by an unlimited debenture incorporating a bond and floating charge.
Financial assets - These comprise cash at bank and in hand. All bank deposits are floating rate.
Financial liabilities - These include short-term creditors and revolving credit facilities of £2million, of which £1.2 million was utilised at the year end. All financial liabilities will be financed from existing cash reserves and operating cash flows.
Foreign currency risk - The Group is exposed to foreign exchange risk primarily from Euros due to its German operations and Euro denominated licensing income as detailed in note 4 Segmental Reporting. The Group monitors its foreign currency exposure and hedges the position where appropriate. In addition, the Group has investments in a subsidiary in India.
22. Operating lease commitments
At the period end date, SpaceandPeople plc had outstanding commitments for future lease payments which fall due as follows:
|
|
31 December '16 |
|
31 December '15 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
Within 1 year |
|
863 |
|
1,820 |
Between 2 and 5 years inclusive |
|
499 |
|
1,239 |
23. Called up share capital
Allotted, issued and fully paid |
31 December '16 |
|
31 December '15 |
||
Class |
Nominal value |
|
|
|
|
Ordinary |
1p |
£ |
195,196 |
|
195,196 |
|
|
Number |
19,519,563 |
|
19,519,563 |
24. Related party transactions
Compensation of key management personnel
Key management personnel of the Group are defined as those persons having authority and responsibility for the planning, directing and controlling the activities of the Group, directly or indirectly. Key management of the Group are therefore considered to be the directors of SpaceandPeople plc. There were no transactions with the key management, other than their emoluments, which are set out in the remuneration report.
25. Earnings per share
|
12 months to |
12 months to |
|
31 December '16 |
31 December '15 |
|
Pence per share |
Pence per share |
|
|
|
Basic earnings per share |
|
|
|
|
|
Before non-recurring costs |
0.3p |
4.26p |
|
|
|
After non-recurring costs |
(3.38p) |
4.26p |
|
|
|
Diluted earnings per share |
|
|
|
|
|
Before non-recurring costs |
0.3p |
3.89p |
|
|
|
After non-recurring costs |
(3.12p) |
3.89p |
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
Basic earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
|
12 months to |
12 months to |
|
31 December '16 |
31 December '15 |
|
£'000 |
£'000 |
|
|
|
Profit after tax for the period attributable to |
(660) |
831 |
owners of the Company |
|
|
Profit after tax for the period before non-recurring costs attributable to owners of the company
|
67 |
831 |
|
12 months to |
12 months to |
|
31 December '16 |
31 December '15 |
|
'000 |
'000 |
|
|
|
Weighted average number of ordinary shares |
19,520 |
19,520 |
for the purposes of basic earnings per share |
|
|
Diluted earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows:
|
12 months to |
12 months to |
|
31 December '16 |
31 December '15 |
|
£'000 |
£'000 |
|
|
|
Profit after tax for the period attributable to |
(660) |
831 |
owners of the Company |
|
|
Profit after tax for the period before non-recurring costs attributable to owners of the company
|
67 |
831
|
|
12 months to |
12 months to |
|
31 December '16 |
31 December '15 |
|
'000 |
'000 |
|
|
|
Weighted average number of ordinary shares |
21,169 |
21,386 |
for the purposes of diluted earnings per share |
|
|
The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows.
|
12 months to |
12 months to |
|
31 December '16 |
31 December '15 |
|
'000 |
'00 |
|
|
|
Weighted average number of shares in issue |
19,520 |
19,520 |
during the period |
|
|
|
|
|
Weighted average number of ordinary shares |
1,649 |
1,866 |
used in the calculation of basic earnings per |
|
|
share deemed to be issued for no |
|
|
consideration in respect of employee options |
|
|
|
|
|
Weighted average number of ordinary shares |
21,169 |
21,386 |
used in the calculation of diluted earnings per |
|
|
share |
|
|
26. Share options
The Group has established a share option scheme that senior executives and certain eligible employees are entitled to participate in at the discretion of the Board which is advised on such matters by the Remuneration Committee.
In aggregate, share options have been granted under the share option scheme over 1,680,000 ordinary shares exercisable within the dates and at the exercise prices shown below, being the market value at the date of the grant.
Date of grant |
Number |
Option period |
Price
|
|
|
|
|
|
|
12 January 2015 31 March 2016 |
980,000 700,000 |
12 January 2018 - 12 January 2025 31 March 2019 - 31 March 2027
|
47.4p 61.0p |
|
The movement in the number of options outstanding under the scheme over the period is as follows:
|
12 months to |
12 months to |
|
31 December '16 |
31 December '15 |
|
|
|
|
|
|
Number of options outstanding as at the beginning of the period |
985,307 |
1,130,082 |
|
|
|
Granted |
700,000 |
980,000 |
Lapsed Forfeited |
(20,307) (107,765) |
(1,109,775) (15,000) |
Number of options outstanding as at the end of the period |
1,557,235 |
985,307 |
In total, 1,557,235 options were outstanding at 31 December 2016 (985,307 at 31 December 2015) with a weighted average exercise price of 53.1p (47.6p at 31 December 2015).
The total share-based payment charge for the year, calculated in accordance with IFRS2 on share based payments, was £nil (2015: £3k).
27. Save As You Earn Scheme
The Group has established a Save As You Earn ("SAYE") scheme that all UK based employees are entitled to participate in. The scheme will run for three years from 1 June 2015 and at the end of the term, participants will have the opportunity to buy shares in the Company at a price of 46p, which is a 20 percent discount on the closing share price on 2 April 2015.
In aggregate, share options have been granted under the SAYE scheme over 273,515 ordinary shares exercisable within the dates and at the exercise prices shown below, being the market value at the date of the grant.
Date of grant |
Number |
Option period |
Price
|
28 April 2015 |
273,515 |
1 June 2018 - 30 November 2018 |
46p |
The movement in the number of options outstanding under the scheme over the period is as follows:
|
12 months to |
12 months to |
|
31 December '16 |
31 December '15 |
|
|
|
|
|
|
Number of options outstanding as at the beginning of the period |
257,863 |
- |
|
|
|
Granted |
- |
273,515 |
Forfeited |
(110,579) |
(15,652) |
Number of options outstanding as at the end of the period |
147,284 |
257,863 |
In total, 147,284 options were outstanding at 31 December 2016 (257,863 at 31 December 2015) with an exercise price of 46p (46p at 31 December 2015).
The total share-based payment charge for the year, calculated in accordance with IFRS2 on share based payments, was £nil (2015: £7k).