Interim Results
Immedia Broadcasting plc
28 September 2007
28 September 2007
IMMEDIA BROADCASTING PLC
INTERIM RESULTS
Immedia Broadcasting PLC, the UK's leading provider of live, tailored in-store
radio and TV, today announces its interim results for the six months to 30 June
2007.
Operational Highlights
• Good underlying growth at EBITDA level
• New contract announced today with SPAR to provide subscription radio to 1,500
stores currently receiving the service for another 3 years, and the
opportunity to extend the paid-for subscription service per store to up to a
further 1,000 stores across the UK
• £1.0 million impairment charge taken against Cube intangible assets
• Integration of Cube under one unique Immedia brand now complete
• Successful roll-out of HSBC Live! continuing and currently broadcasting to
940 branches in the UK
• IKEA Live! and Lloyds Pharmacy Live! continuing to perform well
Financial Highlights
6 months to 30 6 months to 30
June 2007 June 2006
Revenue £ 2,015,345 £2,294,464
Underlying revenue 1 £ 1,910,116 £ 1,677,273
Operating (loss)/profit £ (1,109,326) £ 125,138
Underlying operating (loss) 1 £ (142,104) £ (296,952)
Impairment charge on intangible assets £ (1,017,000) -
(Loss)/profit before tax £ (1,104,517) £128,595
Profit before interest, tax, depreciation, amortisation and £ 206,633 £ 658,409
impairment charges (EBITDA)
Underlying EBITDA 1 £ 133,404 £ 45,378
Basic (loss)/earnings per share £ (8.04)p £0.99p
Cash and cash equivalents £ 489,951 £ 421,122
1 The underlying data excludes the exceptional contribution from Vitus Apotek in
2006 and Alphyra in 2007 and the impairment charge against Cube intangible
assets in 2007.
Bruno Brookes, Chief Executive of Immedia, said:
'In what has been a challenging six months, Immedia has delivered good
underlying growth at the EBITDA level and we have made solid progress as a newly
integrated company. The performance of our subscription radio stations during
the last six months has been encouraging and the appointment of a new Sales and
Marketing Director will help to further develop our client base.
We are delighted that SPAR have signed a contract for Immedia to provide
subscription radio to up to 1,500 of their stores for another 3 years, with the
option to add up to another 1,000 across the UK. SPAR'S transition from a 'free
to retail' to a subscription client demonstrates the business benefits that
Immedia provides.
We believe that the development of innovative products, along with a healthy
pipeline of opportunities both with current and prospective clients, will allow
us to continue to build on the good progress made in the last six months.'
Immedia Broadcasting Plc
Bruno Brookes - Chief Executive +44 (0) 1635 572 800
Hudson Sandler
Sandrine Gallien / Amy Faulconbridge +44 (0) 20 7796 4133
Daniel Stewart & Company Plc
Paul Shackleton / Stewart Dick +44(0) 20 7776 6550
Chief Executive's Review
Note: 2006 comparatives refer to the 6 months ended 30 June 2006 unless
otherwise stated
I am pleased to present our results for the six months ended 30 June 2007 and to
report on Immedia's progress during the half-year.
Results
In what has been a challenging six months for the retail market, Immedia has
maintained its market position well. Whilst the headline numbers might imply
the business has not progressed, the reality is a more positive story. After
adjusting for the one-off contribution of Vitus Apotek and Alphyra in 2006 and
2007 respectively, underlying EBITDA increased to £133,404 (2006: £45,378),
while the underlying operating loss before impairment charges decreased to
£142,104 (2006: loss £296,952).
Cube's performance during the past six months has remained below our
expectations and we have addressed areas where underperformance has been
significant. While current clients provide ongoing revenue streams, the
development of new business has been significantly behind our initial forecasts
and a contract with an existing customer has not been renewed. As a result,
there will be a £1.017 million write down against the carrying value of the Cube
intangible assets to reflect these lower levels of contribution to overall Group
performance.
We are pleased with the performance of our Immedia subscription radio stations
through which we have achieved good growth. The Immedia product continues to
successfully engage businesses in the benefits of enhanced communications with
customers and staff.
Costs have been tightly managed and the Group continues to be cash generative,
with £489,951 of cash in the bank (31 December 2006: £242,795).
Subscription Radio
In June 2007, we announced a new contract with HSBC Bank plc following the
successful launch and roll-out of HSBC Live! in 2005. We are now providing HSBC
Live! to 940 branches across the UK.
Our relationship with IKEA continues to progress well and we are delighted that
IKEA Live! has rolled-out as planned and is now broadcast to 19 stores across
the UK.
Lloyds Pharmacy Live! is still operating well and we are excited about
developing our relationship with them through the broadening of Immedia's
offering.
We are delighted to announce that since the period end, Spar have signed a new
subscription agreement with us to provide Spar Live! to the existing 1,500 Spar
stores that currently broadcast the station for another 3 years, with the option
to add up to another 1,000 across the UK. Under the new contract, Immedia will
broadcast live, in-store radio on a paid-for, monthly subscription basis. The
transition of SPAR from a 'free to retail' to a subscription model demonstrates
the attractions of our subscription offer and we look forward to developing our
excellent relationship with the SPAR team.
We are currently trialling other radio stations and have secured the provision
of tailored content to a range of first class brands, including BHS Home, Tammy
and Lex.
Integration of Cube
We are pleased to confirm that the integration of Cube into Immedia is now
complete. In what has been a challenging time for Cube, we believe its
integration has been an important step forward. Cube continues to provide high
quality in-store programmes and promotions to clients such as Burberry, TopShop
and TopMan.
RadioVision and new product launch
Trials of RadioVision, our combination of live radio synchronized with tailored
video content with a major brand have progressed well.
We have recently launched a similar product, called HQTV, designed for smaller
businesses. It allows companies to tailor-make a TV offering by integrating
live TV feeds such as news, weather and travel information along with company
news and messages. Although it is still early days, we have received much
interest from potential purchasers from a range of sectors and look forward to
developing this new offering.
People
We recently announced the departure of our Chief Operating Officer, Fiona Ryder,
due to personal reasons. Fiona's duties will be shared amongst the Directors
now that the integration of Cube has been fully completed. We wish Fiona well
for the future.
We are delighted to announce the appointment of a new Sales and Marketing
Director, Amy Cosslett. Amy has over 13 years' experience in the media industry
across a range of channels, such as Hello! Magazine, the Ministry of Sound and
MTV. Her breadth of knowledge will be an invaluable asset to Immedia and we
look forward to developing our client base over the next twelve months.
Outlook
Immedia has delivered underlying growth at the EBITDA level and continues to be
cash generative. We have recruited new staff to further promote Immedia's
broadened offer and are working well as a newly integrated company now that we
operate under one unique brand.
We are delighted that Spar has signed a new subscription contract to continue to
broadcast Spar Live! and the development of our subscription stations has been
very encouraging.
We believe that the development of innovative products, along with a healthy
pipeline of opportunities both with current and prospective clients, will allow
us to continue to build on the good progress made in the last six months.'
Bruno Brookes
Chief Executive
28 September 2007
Consolidated Balance Sheet
Note Unaudited Unaudited
as at as at As at
30 June 07 30 June 06 31 Dec 06
£ £ £
Assets
Property, plant and equipment 7 367,709 867,865 561,687
Intangible assets 8 408,910 2,234,752 1,574,543
Total non-current assets 776,619 3,102,617 2,136,230
Current assets
Inventories - work in progress - - 2,409
Trade and other receivables 9 628,792 1,267,694 1,062,296
Prepayments for current assets 163,892 193,399 167,138
Cash and cash equivalents 10 489,951 481,487 246,147
Total current assets 1,282,635 1,942,580 1,477,990
Total assets 2,059,254 5,045,197 3,614,220
Equity
Share capital 11 1,455,684 1,334,831 1,334,056
Share premium 11 3,586,541 3,532,696 3,525,727
Shares to be issued 11 - 305,306 237,175
Merger reserve 11 2,245,333 2,245,333 2,245,333
Retained losses 11 (6,534,586) (5,001,437) (5,430,069)
Total equity 752,972 2,416,729 1,912,222
Liabilities
Loans and borrowings 12 - 232,071 3,187
Total non-current liabilities - 232,071 3,187
Loans and borrowings 12 9,196 603,851 19,047
Trade and other payables 13 1,196,836 1,380,796 1,234,865
Deferred income 100,250 411,750 444,899
Total current liabilities 1,306,282 2,396,397 1,698,811
Total liabilities 1,306,282 2,628,468 1,701,998
Total equity and liabilities 2,059,254 5,045,197 3,614,220
Consolidated income statement
Note Unaudited Unaudited
Half year to Half Year to Year Ended
30 June 07 30 June 06 31 Dec 06
£ £ £
Continuing operations
Revenue 2,015,345 2,294,464 4,472,225
Cost of sales (862,955) (780,034) (1,958,973)
Gross profit 1,152,390 1,514,430 2,513,252
Administrative expenses (1,244,716) (1,389,292) (2,846,525)
Impairment charge, intangible assets (1,017,000) - -
Operating (loss)/profit (1,109,326) 125,138 (333,273)
Finance income 5,933 14,951 21,428
Finance expenses (1,124) (11,494) (17,555)
Net finance income 4,809 3,457 3,873
(Loss)/profit before income tax (1,104,517) 128,595 (329,400)
Income tax credit 6 - - 14,488
(Loss)/profit for the period (1,104,517) 128,595 (314,912)
Continuing operations
Basic (loss)/earnings per share 14 (8.04)p 0.99p (2.54)p
Diluted (loss)/earnings per share 14 (8.04)p 0.98p (2.54)p
There were no gains or losses for the current or comparative periods other than
those reported in the consolidated income statement.
Consolidated statement of cash flows
Note Unaudited Unaudited
Half Year to Half Year to Year Ended
30 June 07 30 June 06 31 Dec 06
£ £ £
Cash flows from operating activities
(Loss)/profit for the period (1,104,517) 128,595 (314,912)
Adjustments for:
Depreciation 185,921 501,069 819,054
Amortisation of intangible assets 93,900 32,202 121,000
Impairment losses on intangible assets, net of
amortisation adjustment in 2006
1,017,000 - 36,637
Loss on sale of property, plant and equipment 19,137 - -
Income tax (credit) - - (14,488)
subtotal 211,441 661,866 647,291
Change in inventories 2,409 - (2,409)
Change in trade and other receivables
380,335 (403,333) (197,935)
Change in prepayments 56,415 30,847 57,108
Change in trade and other payables (42,838) 244,354 118,748
Change in deferred income (344,649) 203,682 224,954
subtotal 51,672 75,550 200,466
Interest paid (1,124) (11,494) (17,555)
Income tax paid - - (1,882)
Net cash from operating activities 261,989 725,922 828,320
Cash flows from investing activities
Interest received 5,933 14,951 21,428
Proceeds from sale of property, plant and
equipment 1,753 - -
Acquisition of subsidiary, net of cash acquired* - (1,543,376) (1,076,733)
Acquisition of property, plant and equipment (12,833) (143,700) (200,894)
Net cash used in investing activities (5,147) (1,672,125) (1,256,199)
* See note 12
Consolidated statement of cash flows continued
Note Unaudited Unaudited
Half Year to Half Year to Year Ended
30 June 07 30 June 06 31 Dec 06
£ £ £
Proceeds from exercise of share options - - 14,875
New Other loans 700,000 -
Repayment of borrowings (7,124) (164,539) (171,133)
Payment of finance lease liabilities (2,562) - (4,932)
Net cash from (used in) financing activities (9,686) 535,461 (161,190)
Net increase (decrease) in cash and cash
equivalents 247,156 (410,742) (589,069)
Cash and cash equivalents at beginning of period 242,795 831,864 831,864
Cash and cash equivalents at end of period 489,951 421,122 242,795
Notes to the consolidated financial statements
1. Reporting entity
Immedia Broadcasting plc (the 'Company') is a company domiciled in the United
Kingdom. The address of the Company's registered office is 8-10 New Fetter
Lane, London EC4A 1RS. The consolidated financial statements of the Company as
at and for the six months ended 30 June 2007 comprise the Company and its
subsidiaries (together referred to as the 'Group'). The Group primarily is
involved in marketing and communication services through radio and screen based
media.
2. Basis of preparation
These accounts for the six months ended 30 June 2007 and the IFRS transition
information are unaudited.
(a) Statement of compliance
The AIM Rules require that the next annual consolidated financial statements of
the company, for the year ending 31 December 2007, be prepared in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the EU
('adopted IFRSs').
This interim financial information has been prepared on the basis of the
recognition and measurement requirements of IFRSs in issue that either are
endorsed by the EU and effective (or available for early adoption) at 31
December 2007 or are expected to be endorsed and effective (or available for
early adoption) at 31 December 2007, the Group's first annual reporting date at
which it is required to use adopted IFRSs. Based on these adopted and unadopted
IFRSs, the directors have made assumptions about the accounting policies
expected to be applied, which are as set out in note 3 below, when the first
annual IFRS financial statements are prepared for the year ending 31 December
2007.
In particular, the directors have assumed that the following IFRSs issued by the
International Accounting Standards Board and IFRIC Interpretations issued by the
International Financial Reporting Interpretations Committee will be adopted by
the EU in sufficient time that they will be available for use in the annual IFRS
financial statements for the year ending 31 December 2007: IFRS 8 'Operating
Segments'.
In addition, the adopted IFRSs that will be effective (or available for early
adoption) in the annual financial statements for the year ending 31 December
2007 are still subject to change and to additional interpretations and therefore
cannot be determined with certainty. Accordingly, the accounting policies for
that annual period will be determined finally only when the annual financial
statements are prepared for the year ending 31 December 2007.
The financial statements were approved by the Board of Directors on 27 September
2007.
(b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost
basis.
(c) Use of estimates and judgements
The preparation of financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the estimate is
revised and in any future periods affected.
In particular, information about significant areas of estimation uncertainty and
critical judgements in applying accounting policies that have the most
significant effect on the amount recognised in the financial statements are
described in the following notes:
Note 5 business combinations (impairment tests);
Note 9 trade and other receivables (review and provisions against doubtful
debts).
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in these consolidated financial statements, and have been
applied consistently by Group entities.
(a) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group
has the power to govern the financial and operating policies of an entity so as
to obtain benefits from its activities. The financial statements of
subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases. The Group includes
an Employee Benefit Trust which is included in the consolidation.
(ii) Transactions eliminated on consolidation
Intra-group balances and any unrealised income and expenses arising from intra-
group transactions, are eliminated in preparing the consolidated financial
statements.
(iii) Merger
On 20 November 2003 a new holding company was brought into the Group. This was
carried out by a share for share exchange and the existing shareholders of
Immedia Broadcast Limited received 1,000 10p Ordinary shares in Immedia
Broadcasting Plc for every share held. There was no cash consideration. As
part of its transition to IFRS on 1 January 2006 the Group has not restated the
Group reconstruction which has been accounted for as a merger as permitted by
FRS 6 acquisitions and mergers.
(b) Property plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated
depreciation and impairment losses. The cost of property, plant and equipment
at 1 January 2006, the date of transition to IFRSs, was determined by reference
to its fair value at that date.
Cost includes expenditures that are directly attributable to the acquisition of
the asset. Purchased software that is integral to the functionality of the
related equipment is capitalised as part of that equipment.
(ii) Depreciation
Depreciation is recognised as an expense in profit or loss on a straight-line
basis over the estimated useful lives of each part of an item of property, plant
and equipment. Leased assets are depreciated over the shorter of the lease term
and their useful lives.
The estimated useful lives for the current and comparative periods are as
follows:
Plant and machinery - 3 years
Fixtures and fittings - 3 to 5 years
Network equipment - 5 years
Depreciation methods, useful lives and residual values are reassessed at the
reporting date.
(c) Intangible assets
(i) Goodwill
Goodwill arises on the acquisition of subsidiaries.
Acquisitions prior to 1 January 2006
As part of its transition to IFRSs, the Group elected to restate only those
business combinations that occurred on or after 1 January 2006. In respect of
acquisitions prior to 1 January 2006, goodwill represents the amount recognised
under the Group's previous accounting framework, UK GAAP.
Acquisitions on or after 1 January 2006.
For acquisitions on or after 1 January 2006, goodwill represents the excess of
the cost of the acquisition over the Group's interest in the net fair value of
the identifiable assets, liabilities and contingent liabilities of the acquiree.
Goodwill, which under IFRSs is not amortised, is tested annually for impairment.
(ii) Amortisation
Amortisation is recognised as an expense in profit or loss on a straight-line
basis over the estimated useful lives of intangible assets, other than goodwill,
from the date that they are available for use. The estimated useful lives for
the current and comparative periods are as follows:
Customer relationships 2 to 3 years
Video library 10 years
(d) Leased assets
Leases in terms of which the Group assumes substantially all the risks and
rewards of ownership are classified as finance leases. Upon initial recognition
the leased asset is measured at an amount equal to the lower of its fair value
and the present value of the minimum lease payments. Subsequent to initial
recognition, the asset is accounted for in accordance with the accounting policy
applicable to that asset.
Other leases are operating leases and are not recognised on the Group's balance
sheet.
(e) Inventories
Inventories are measured at the lower of cost and net realisable value. In
determining the cost of raw materials, consumables and goods purchased for
resale, the weighted average purchase price is used. For work in progress and
finished goods cost is taken as production cost, which includes an appropriate
proportion of attributable overheads.
(f) Impairment
Non-financial assets
The carrying amounts of the Group's non-financial assets, other than inventories
and deferred tax assets, are reviewed at each reporting date to determine
whether there is any indication of impairment. If any such indication exists
then the asset's recoverable amount is estimated. For goodwill and intangible
assets that have indefinite lives or that are not yet available for use,
recoverable amount is estimated at each reporting date.
An impairment loss is recognised if the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount. A cash-generating unit is
the smallest identifiable asset group that generates cash flows that largely are
independent from other assets and groups.
Impairment losses are recognised in profit or loss. Impairment losses recognised
in respect of cash-generating units are allocated first to reduce the carrying
amount of any goodwill allocated to the units and then to reduce the carrying
amount of the other assets in the unit on a pro rata basis.
The recoverable amount of an asset or cash-generating unit is the greater of its
value in use and its fair value less costs to sell. In assessing value in use,
the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In respect of other
assets, impairment losses recognised in prior periods are assessed at each
reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is
reversed only to the extent that the asset's carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
(g) Revenue
Revenue from services rendered is recognised in proportion to the stage of
completion of the transaction at the reporting date. Airtime revenue is
recognised on the date of broadcast. Sponsorship and promotions revenue are
recognised over the life of the contract.
(h) Lease payments
Payments made under operating leases are recognised in profit or loss on a
straight-line basis over the term of the lease. Lease incentives are recognised
as an integral part of the total lease expense, over the term of the lease.
(i) Finance income and expenses
Finance income comprises interest income on bank deposits and is recognised as
it accrues using the effective interest method.
Finance expenses comprise interest expense on borrowings which is recognised in
profit or loss using the effective interest method.
(j) Income tax expense
Income tax expense comprises current and deferred tax.
(k) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS is
determined by adjusting the profit or loss attributable to ordinary shareholders
and the weighted average number of ordinary shares outstanding for the effects
of all dilutive potential ordinary shares, which comprise convertible loans (up
to 30 June 2006) and share options granted to employees.
4. Determination of fair values
A number of the Group's accounting policies and disclosures require the
determination of fair value, both for financial and non-financial assets and
liabilities. Fair values have been determined for measurement and / or
disclosure purposes based on the following methods. Where applicable, further
information about the assumptions made in determining fair values is disclosed
in the notes specific to that asset or liability.
(ii) Intangible assets
The fair value of intangible assets is based on the discounted cash flows
expected to be derived from the use and eventual sale of the assets.
(ii) Trade and other receivables
The fair value of trade and other receivables is estimated as the present value
of future cash flows, discounted at the market rate of interest at the reporting
date.
5. Acquisitions of subsidiaries
Business combination
On 8 May 2006 the Company acquired all the shares of The Cube Group of Companies
Limited and its trading subsidiary Cube Music Limited.
The acquisition had the following effect on the Group's assets and liabilities
on acquisition date:
Pre acquisition Fair value Recognised values
carrying amounts adjustments on acquisition
£ £ £
Net assets acquired
Property plant and equipment 69,520 1 69,521
Intangible assets 362,000 215,400 577,400
Trade and other receivables 222,185 - 222,185
Cash and cash equivalents 204,236 - 204,236
Loans and borrowings (33,314) - (33,314)
Trade and other payables (313,496) - (313,496)
Net identifiable assets and liabilities 511,131 215,401 726,532
Goodwill on acquisition 1,063,410
Consideration paid, satisfied in cash and shares* 1,789,942
Cash acquired (204,236)
Net outflow 1,585,706
* Includes professional fees of £218,775 and stamp duty £12,195.
Pre-acquisition carrying amounts were determined based on applicable IFRSs
immediately before the acquisition. The value of assets, liabilities recognised
on acquisition are their estimated fair values (see note 4 for methods used in
determining fair values). In determining the fair value of contract
relationships with customers, the Group applied the discount rate of 23 percent
to the estimated future net earnings; in determining the fair value of the video
library the Group used estimated replacement cost.
6. Income tax credit in the income statement
Note Unaudited Unaudited
Half Year to Half Year to Year Ended
30 June 07 30 June 06 31 Dec 06
£ £ £
Current tax (credit)
Current period - - -
Adjustment for prior periods - - (14,488)
- - (14,488)
The current tax charge for the period is based on an effective rate of 19.75%.
The deferred tax asset arising in respect of timing differences between capital
allowances and depreciation of £261,000 (31 December 2006: £270,000) has been
added to (2006 added to) accumulated trading losses. The residual trading
losses create a deferred tax asset of £618,000 (31 December 2006 £611,000) which
has not been recognised due to the uncertainty of the timing of its eventual
crystallisation.
7. Property, plant and equipment
Plant and Fixtures and Network Total
equipment fittings equipment
£ £ £ £
Cost
At 1 January 2006 615,366 245,852 2,378,993 3,240,211
Acquisition 52,009 69,011 - 121,020
Additions 8,365 27,132 165,397 200,894
Disposals - (6,375) (351,873) (358,248)
At 1 January 2007 675,740 335,620 2,192,517 3,203,877
Additions - 8,089 4,744 12,833
Disposals - - (30,569) (30,569)
At 30 June 2007 675,740 343,709 2,166,692 3,186,141
Depreciation and impairment losses
At 1 January 2006 441,317 153,773 1,489,409 2,084,499
Acquisition 25,047 26,452 - 51,499
Charge for year 127,089 67,732 624,233 819,054
On disposals - (2,125) (310,737) (312,862)
At 1 January 2007 593,453 245,832 1,802,905 2,642,190
Charge for period 33,732 32,994 119,195 185,921
On disposals - - (9,679) (9,679)
At 30 June 2007 627,185 278,826 1,912,421 2,818,432
Carrying amounts
Unaudited at 30 June 2007 48,555 64,883 254,271 367,709
At 31 December 2006 82,287 89,788 389,612 561,687
At 1 January 2006 174,049 92,079 889,584 1,155,712
8. Intangible assets
Customer Video Goodwill Total
relationships library
£ £ £ £
Cost or valuation
At 1 January 2006 - - 109,900 109,900
Acquisition (i) 472,400 105,000 1,118,143 1,695,543
At 31 December 2006 472,400 105,000 1,228,043 1,805,443
Adjustment (ii) - - (54,733) (54,733)
At 30 June 2007 472,400 105,000 1,173,310 1,750,710
Amortisation and impairment losses
At 1 January 2006 - - 73,263 73,263
Charge for period 114,200 6,800 - 121,000
Impairment losses - - 36,637 36,637
At 31 December 2006 114,200 6,800 109,900 230,900
Charge for period 88,600 5,300 - 93,900
Impairment losses (iii) 152,900 - 864,100 1,017,000
At 30 June 2007 355,700 12,100 974,000 1,341,800
Carrying amounts
Unaudited at 30 June 2007 116,700 92,900 199,310 408,910
At 31 December 2006 358,200 98,200 1,118,143 1,574,543
At 1 January 2006 - - 36,637 36,637
(i) Under IFRS 3 'Business Combinations', the Group has recognised at fair value
at the acquisition date of 8 May 2006, the identifiable intangible assets of
contract relationships with customers and the video library and separated these
from other intangible benefits which cannot be recognised as intangible assets
under IFRS (the residual purchased goodwill).
The customer relationships and video library intangibles are amortised over the
period of their economic lives (see note 3(c)(ii) above). Goodwill is not
amortised but is subject to annual impairment testing (see note 3(f) above).
(ii) The adjustment to the cost of goodwill in the period to 30 June 2007 arises
from the change in value of the deferred share consideration between that
initially provided for at 31 December 2006, and that at which the shares were
issued on 30 March 2007.
(iii) The impairment losses on customer relationships in the period to 30 June
2007 arise from the non-renewal of a significant contract and consequent
reduction in the level of projected future earnings. The impairment losses on
goodwill in the same period arise from the lower projected future value of the
Cube cash generating unit (see note 3 (f) above).
9. Trade and other receivables
Unaudited Unaudited
as at as at As at
30 June 07 30 June 06 31 Dec 06
£ £ £
Trade and other receivables 628,792 1,267,694 1,062,296
628,792 1,267,694 1,062,296
As 30 June 2007 trade receivables are shown net of an allowance for doubtful
debts of £91,733 (31 December 2006: £111,154) arising from disputed charges.
10. Cash and cash equivalents
Unaudited Unaudited
as at as at As at
30 June 07 30 June 06 31 Dec 06
£ £ £
Bank balances 8,218 115,516 3,887
Call deposits 481,733 365,971 242,260
Cash and cash equivalents 489,951 481,487 246,147
Bank overdrafts used for cash management purposes (see - (60,365) (3,352)
note 12)
Cash and cash equivalents in the statement of cash flows 489,951 421,122 242,795
11. Capital and reserves
Reconciliation of movement in capital and reserves
Share capital
Unaudited Unaudited
as at as at As at
30 June 07 30 June 06 £ 31 Dec 06
£ £
Authorised
36,000,000 Ordinary shares of 10 pence each 3,600,000 3,600,000 3,600,000
Allotted, called up and fully paid
14,556,844 Ordinary shares of 10 pence each 1,455,684 1,334,831 1,334,056
Movements in period
At beginning of period 1,334,056 1,173,897 1,173,897
Shares classified as liabilities repaid - - (3,106)
1,216,281Ordinary shares of 10 pence each issued in period
(2006: 1,632,653 Ordinary shares of 10 pence each) 121,628 160,934 163,265
At end of period 1,455,684 1,334,831 1,334,056
Share Premium and Reserves
Reserves as at 30 June 2007 Share premium Shares to be Merger reserve Profit
account issued & loss account
£ £ £ £
At 1 January 2007 3,525,727 237,175 2,245,333 (5,430,069)
Retained loss for the period - - - (1,104,517)
1,216,281Ordinary shares of 10 pence each
issued in period 60,814 (237,175) - -
At 30 June 2007 3,586,541 - 2,245,333 (6,534,586)
Reserves as at 31 December 2006
At 1 January 2006 3,390,411 - 2,245,333 (5,130,032)
Retained loss for the year - - - (314,912)
Released on repayment of Other loan (27,949) - - -
New shares issued 163,265 - - -
Conditional shares pending issue - 237,175 - -
Proceeds from exercise of share options - - - 14,875
At 31 December 2006 3,525,727 237,175 2,245,333 (5,430,069)
12. Loans and borrowings
Unaudited Unaudited
as at as at As at
30 June 07 30 June 06 31 Dec 06
£ £ £
Non-current liabilities
Unsecured bank loans - 6,980 3,187
Unsecured Other loans - 225,000 -
Finance lease liabilities - 91 -
- 232,071 3,187
Current liabilities
Bank overdrafts - 60,365 3,352
Current portion of unsecured bank loans 6,980 14,250 10,917
Current portion of Other loans - 522,139 -
Current portion of finance lease liabilities 2,216 7,097 4,778
9,196 603,851 19,047
Non-current unsecured bank loans at 30 June 2006 comprised £6,980 for two DTI
loans granted to The Cube Group of Companies Limited under the Small Firms Loan
Guarantee Scheme bearing interest at LIBOR plus 2.5% and repayable on a monthly
basis up to 31 August 2008.
Non-current unsecured Other loans at 30 June 2006 comprised £225,000* of
deferred consideration for the acquisition of The Cube Group of Companies
Limited repayable on 31 October 2007 and bearing interest at a fixed rate of 8%
per annum.
Current unsecured Other loans at 30 June 2006 comprised £475,000 in relation to
the acquisition of The Cube Group of Companies Limited (repayable in instalments
of £250,000 on 31 October 2006 and £225,000* on 30 April 2007 and bearing
interest at a fixed rate of 8% per annum) and £50,000 for an unsecured
convertible loan from Horrocks Guardian Limited, bearing interest at a fixed
rate of 8% per annum and repaid on 19 September 2006. The carrying value of the
Horrocks Guardian loan was included at £47,139 following revaluation under IAS
39.
* These two amounts of £225,000 were subsequently removed from liabilities in
the Group's financial statements as at 31 December 2006 when post acquisition
performance conditions precedent to their payment had not been met.
13. Trade and other payables
Unaudited Unaudited
as at as at As at
30 June 07 30 June 06 31 Dec 06
£ £ £
Trade payables due to related parties 14,939 12,269 8,760
Other trade payables 420,670 746,163 645,118
Other taxation & social security 145,969 128,328 125,684
Non-trade payables and accrued expenses 615,258 494,036 455,303
1,196,836 1,380,796 1,234,865
14. (Loss)/earnings per share
The (loss)/earnings per share is based on the loss after tax of £1,104,517 (30
June 2006: earnings of £128,595; 31 December 2006: loss of £314,912) divided by
the weighted average number of Ordinary shares in issue in each of the relevant
periods; 30 June 2007: 13,743,276 shares (30 June 2006: 12,969,563 shares; 31
December 2006: 12,388,742 shares).
The diluted (loss)/earnings per share is based on 13,750,938 shares for the
period to June 2007. For 30 June 2007 and 31 December 2006, the diluted basic
loss per share is stated as the same amount as basic as there is no dilutive
effect from the current outstanding share options.
15. Explanation of transition to Adopted IFRSs
As stated in note 1, these are the Group's first consolidated financial
statements prepared in accordance with Adopted IFRSs.
The accounting policies set out in note 1 have been applied in preparing the
financial statements for the period ended 30 June 2007, the comparative
information presented for the year to 31 December 2006, and in the preparation
of an opening IFRS balance sheet at 1 January 2006 (the Group's date of
transition).
In preparing its opening IFRS balance sheet, the Group has adjusted amounts
reported previously in financial statements prepared in accordance with its old
basis of accounting (UK GAAP). An explanation of how the transition from UK
GAAP to Adopted IFRSs has affected the Group's financial position, financial
performance and cash flows is set out in the following tables and notes that
accompany the tables.
(i) Reconciliation of equity from UK GAAP to adopted IFRSs at 1 January 2006
UK GAAP Adjustment IFRS
£ £ £
Assets
Property, plant and equipment 1,155,712 - 1,155,712
Intangible assets 36,637 - 36,637
Total non-current assets 1,192,349 - 1,192,349
Current assets
Inventories - - -
Trade and other receivables 666,713 - 666,713
Prepayments for current assets 199,709 - 199,709
Cash and cash equivalents 831,864 - 831,864
Total current assets 1,698,286 - 1,698,286
Total assets 2,890,635 - 2,890,635
Equity
Share capital 1,173,897 - 1,173,897
Share premium 3,390,411 - 3,390,411
Shares to be issued - - -
Merger reserve 2,245,333 - 2,245,333
Retained losses (5,130,032) - (5,130,032)
Total equity 1,679,609 - 1,679,609
Liabilities
Loans and borrowings - - -
Total non-current liabilities - - -
Loans and borrowings 188,367 - 188,367
Trade and other payables 814,590 - 814,590
Deferred income 208,069 - 208,069
Total current liabilities 1,211,026 - 1,211,026
Total liabilities 1,211,026 - 1,211,026
Total equity and liabilities 2,890,635 - 2,890,635
There are no adjustments from UK GAAP to Adopted IFRSs at 1 January 2006.
(ii) Reconciliation of equity from UK GAAP to adopted IFRSs at 30 June 2006
UK GAAP Adjustment IFRS
£ £ £
Assets
Property, plant and equipment 867,865 - 867,865
Intangible assets 2,234,752 - 2,234,752
Total non-current assets 3,102,617 - 3,102,617
Current assets
Inventories - - -
Trade and other receivables 1,267,694 - 1,267,694
Prepayments for current assets 193,399 - 193,399
Cash and cash equivalents 481,487 - 481,487
Total current assets 1,942,580 - 1,942,580
Total assets 5,045,197 - 5,045,197
Equity
Share capital 1,334,831 - 1,334,831
Share premium 3,532,696 - 3,532,696
Shares to be issued 305,306 - 305,306
Merger reserve 2,245,333 - 2,245,333
Retained losses (5,001,437) - (5,001,437)
Total equity 2,416,729 - 2,416,729
Liabilities
Loans and borrowings 232,071 - 232,071
Total non-current liabilities 232,071 - 232,071
Loans and borrowings 603,851 - 603,851
Trade and other payables 1,380,796 - 1,380,796
Deferred income 411,750 - 411,750
Total current liabilities 2,396,397 - 2,396,397
Total liabilities 2,628,468 - 2,628,468
Total equity and liabilities 5,045,197 - 5,045,197
The goodwill amortisation under UK GAAP and the intangible asset amortisation
under IFRS were not materially different at 30 June 2006 and therefore no
adjustments from UK GAAP to Adopted IFRSs have been recognised.
(iii) Reconciliation of equity from UK GAAP to adopted IFRSs at 31 December 2006
UK GAAP Adjustment IFRS
£ £ £
Assets
Property, plant and equipment 561,687 - 561,687
Intangible assets 1,658,216 (83,673) 1,574,543
Total non-current assets 2,219,903 (83,673) 2,136,230
Current assets
Inventories 2,409 - 2,409
Trade and other receivables 1,009,127 - 1,009,127
Prepayments for current assets 220,307 - 220,307
Cash and cash equivalents 242,795 - 242,795
Total current assets 1,474,638 - 1,474,638
Total assets 3,694,541 (83,673) 3,610,868
Equity
Share capital 1,334,056 - 1,334,056
Share premium 3,525,727 - 3,525,727
Shares to be issued 237,175 - 237,175
Merger reserve 2,245,333 - 2,245,333
Retained losses (5,346,396) (83,673) (5,430,069)
Total equity 1,995,895 (83,673) 1,912,222
Liabilities
Loans and borrowings 3,187 - 3,187
Total non-current liabilities 3,187 - 3,187
Loans and borrowings 15,695 - 15,695
Trade and other payables 1,234,865 - 1,234,865
Deferred income 444,899 - 444,899
Total current liabilities 1,695,459 - 1,695,459
Total liabilities 1,698,646 - 1,698,646
Total equity and liabilities 3,694,541 (83,673) 3,610,868
The adjustment arises following the reclassification of part of the goodwill
arising on the Cube acquisition under UK GAAP into two new intangible assets of
customer relationships and the acquired video library. The original goodwill
amortisation charge is reversed (credit £37,327) and a recalculated amortisation
charge of £121,000 is made on the new intangible assets (see note 8). The net
adjustment is £83,673.
(iv) Reconciliation of loss for the year to 31 December 2006
UK GAAP Adjustment IFRS
£ £ £
Continuing operations
Revenue 4,472,225 - 4,472,225
Cost of sales (1,958,973) - (1,958,973)
Gross profit 2,513,252 - 2,513,252
Administrative expenses (2,762,852) (83,673) (2,846,525)
Results from operating activities (249,600) (83,673) (333,273)
Finance income 21,428 - 21,428
Finance expenses (17,555) - (17,555)
Net finance income 3,873 - 3,873
(Loss)/profit before income tax (245,727) (83,673) (329,400)
Income tax credit 14,488 - 14,488
(Loss)/profit for the period (231,239) (83,673) (314,912)
The adjustment is explained in note 15 (iii) above.
(v) Reconciliation of cash flows for the year to 31 December 2006.
There are no adjustments to the cash flows previously reported under UK GAAP for
the six months to 30 June 2006 or for the year to 31 December 2006 in the
transition to Adopted IFRSs.
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