Final Results for the year ended 31 December 2023

SpaceandPeople PLC
29 April 2024
 

SpaceandPeople plc

("SpaceandPeople" or the "Group")

Final Results for the year ended 31 December 2023

Financial Highlights

·      Revenue of £5.8 million (2022 restated: £4.7 million)

·      EBITDA of £548k (2022: £323k before non-recurring charges)

·      Operating profit of £239k (2022: loss of £9k before non-recurring charges)

·      Basic Earnings per Share of 7.8p (2022: loss of 11.0p before non-recurring charges)

·      Cash at the year-end of £1.9 million (2022: £1.9 million). Cash available (including undrawn facilities) at the year-end of £2.6 million (2022: £2.6 million) and net cash at the year-end of £0.7 million (2022: £0.4 million)

Operational Highlights

·      Strong growth in both the UK and Germany

·     

·      ECE Germany contract renewed post year end for a further 5 years

Chair's Statement

Chief Executive Officer's Review

It has been a good year for SpaceandPeople and one in which we have regained momentum and confidence across the UK and Germany. We are also delighted to be reporting a return to profitability, without Government support, for the first time since 2019. These results have been achieved through the incredible hard work, resilience and determination shown by all our staff and by the introductions of new products into our mix of services. The business, which recorded very little revenue in 2020 is now achieving revenue and profitability above 2019 pre-pandemic levels on a like for like basis and confidence has returned across all sectors.

 

Overall Group revenue was £5.8 million, an increase of 24% from 2022, with the UK recording revenue growth of 16% in promotions and 27% in retail and German retail recording revenue growth of 43%.

 

UK Brand Experience

 

There was again a relatively slow start to 2023 for experiential business, however, sales picked up quickly after Q1 and although it was a rain affected summer, we booked multiple outdoor activations over Q2 and Q3. By September, business was very busy in this sector and we finished the year strongly, recording our highest ever sales for the experiential division in Q4. Experiential business is important to our success as a business, so the upswing in interest in activations is hugely encouraging.

 

During the year we hosted an event with many of the major agencies at which we obtained more clarity on their key priorities in terms of information and services that they require from SpaceandPeople. This has led to a number of planned service launches aimed at meeting their needs during 2024.

 

We understand that our buyers are looking for 24/7 information about the venues that they book and our experiential website www.experientialspace.co.uk now plays an important role in enabling agencies and brands to access details of venues, promotional sites, prices, demographics and footfall. This is proving to be a successful planning tool for agency clients and during the year we added a significant number of venues to the site and also added real time availability.

 

We also extended the reach of our brand and agency relationships by successfully sourcing brand sponsors for  several Christmas trees at Network Rail stations, the most spectacular of which was a Kate Spade installation at Waterloo. This achieved huge interest on the concourse as well as significant publicity and PR for Kate Spade.

 

UK Retail

 

The UK mall retail business continued strongly and it was encouraging to see the volume and quality of pop up retailers increase in the run up to Christmas. Perhaps, more importantly, we have continued to develop our unique RUPU service which offers an end-to-end retail solution including a fully designed and installed kiosk, space at some of the top UK shopping centres, merchandising and business planning and, if required, retail staff. We are targeting this product at new businesses that are looking to take their first steps in omnichannel retailing and successful retailers that are looking to expand their network of stores without long term commitment.

 

At the end of 2023, we had 19 RUPU kiosks trading in many of the biggest and most high profile venues in the UK including Westfield London, The Trafford Centre, Metrocentre, Braehead, Meadowhall and Lakeside. Retailers using the service ranged from notable names such as Kate Spade through to ex department store concessionaires and online retailers.

 

The RUPU service allows us to appeal to a whole new generation of retailers with the ultimate aim of creating new long-term retail unit tenants at our clients' centres. The service also brings in a whole new generation of retailers into our client venues adding interest, diversity and vitality onto the malls. This service would be impossible without the support that our Operations team offer to retailers; working through the night to deliver, install, merchandise and then remove units back to our warehouse in Barking.

 

German Retail

Our German business showed good growth in 2023 with overall revenue of £1.8 million (2022: £1.3 million), which was at the top end of our expectations.

As in the UK, the inhouse development and manufacture of retail kiosks attracts new and different retailers, which in turn has enabled us to gain access to larger malls owned by different property groups across Germany, including URW and Sonae Sierra and has also enabled us to work on the delivery of a pop up shop for Owies,  a German Oat Milk brand in Centro Oberhausen.

We delivered revenues from our new Austrian venues  in 2023 and we are continuing to work on European expansion with several property companies.

In early 2024 we negotiated and signed a new long-term contract with ECE, the largest owner / shopping centre management company in Germany which enables us to trade more efficiently and flexibly in their managed shopping centres going forward which will have a positive impact on our German business.

Outlook

It is great to be reporting our return to profitability and even better to be showing growth across all the sectors in which we operate. It is particularly encouraging to see our experiential division recording its best ever Q4 results in the 24 year history of the Company.

Our ability to grow and develop the business is dependent on us understanding the needs of both our property groups and our space buyers and we are heavily invested in listening to our clients and responding to their evolving demands. We have ambitious plans over the next 12 months to continue to grow our retail services, increase the information available to brand agencies to increase the site specific data and insights available to our brand and marketing agency clients to better inform their purchasing and planning decisions around the venues we represent. We also continue to develop in Europe and ensure that we are in tune with all our property clients in terms of delivering the revenues, products, and services that add value to their venues.

I am as ever, indebted to everyone at SpaceandPeople for their continued commitment and enthusiasm which enables us to move forward at pace and to develop the business further.

Operating and Financial Review

Revenue

Administrative Expenses

Other Operating Income

Operating Results

Earnings Per Share

Cash Flow

 

Strategic Report

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 Chair's Statement, the Chief Executive Officer's Review and the Operating and Financial Review.

Key Performance Indicators

The main financial key performance indicators are profit before taxation, EBITDA and available cash. During the year, the profit before taxation was £0.1 million (2022: loss of £0.1 million before non-recurring costs) and available cash at 31 December 2023 was £2.6 million (2022: £2.6 million). This is comprised of gross cash of £1.9 million and overdraft facilities of £0.7 million. Basic EPS was 7.8p (2022: loss of 11.0p before non-recurring costs).

 

The Group continually monitors several key areas:

·     

·     

·     

·     

·     

2023

2022

restated

 

5.8

4.7

0.2

(0.0)

7.8

(11.0)

 

Consolidated Statement of Comprehensive Income

For the 12 months ended 31 December 2023

           

Notes

 

 

 

Continuing Operations

 

 

Revenue


Cost of sales




Gross profit




Administration expenses

Other operating income



Operating profit / (loss) before non-recurring charges





Non-recurring charges


Operating profit / (loss)



Finance costs


Profit / (loss) before taxation

 

Taxation

Profit / (loss) after taxation


 


Other comprehensive income

Foreign exchange differences on translation of foreign operations




Total comprehensive income for the period


 


 

 

 

Earnings per share

Basic - before non-recurring charges

Basic - after non-recurring charges

Diluted - before non-recurring charges

Diluted - after non-recurring charges

Consolidated Statement of Financial Position

At 31 December 2023

 



Assets

Non-current assets:

Goodwill

Property, plant & equipment

Deferred tax asset


Current assets:

Trade & other receivables

Cash & cash equivalents


 

Total assets


Liabilities

Current liabilities:

Trade & other payables

Borrowings repayable within one year

Lease liabilities


Non-current liabilities:

Borrowings repayable after one year

Lease liabilities



Total liabilities

 

 

Net assets

 

Equity

Share capital

Share premium

Special reserve

Own shares held

Retained earnings


Total equity

 

Consolidated Statement of Cash Flows

For the 12 months ended 31 December 2023

 




Cash flows from operating activities

Cash generated from operations

Interest paid

Taxation

Net cash inflow from operating activities


Cash flows from investing activities

Purchase of property, plant & equipment

Purchase of own shares

Net cash outflow from investing

activities


Cash flows from financing activities

Bank facility payments 

Payment of lease obligations

Net cash outflow from

financing activities


(Decrease) / increase in cash and cash equivalents

Cash and cash equivalents at beginning of

Period

Cash and cash equivalents at end of

period

Reconciliation of operating profit to net

cash flow from operating activities

Operating profit / (loss)

Goodwill impairment

Loss on disposal

Depreciation of property, plant &

Equipment

Effect of foreign exchange rate moves

Decrease / (increase) in receivables

(Decrease) / increase in payables


Cash inflow from operating activities

 

 

 

Consolidated Statement of Changes in Equity

For the 12 months ended 31 December 2023

 





At 31 December 2021

 

Comprehensive

income:

Foreign currency

translation

Loss for the period

Total comprehensive

income

Equity settled share-based payment



At 31 December 2022

 

Comprehensive

income:

 

Foreign currency

translation

Profit for the period

Total comprehensive

income



At 31 December 2023

 

Notes to the Financial Statements

For the 12 months ended 31 December 2023

SpaceandPeople plc is a public company limited by shares incorporated and domiciled in Scotland (registered number SC212277) which is listed on AIM (dealing code SAL).

These financial statements have been prepared in accordance with UK adopted International accounting standards (UK-adopted IAS).

The Directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. In satisfaction of this responsibility the Directors have considered the Group's ability to meet its liabilities as they fall due.

The Group meets its day-to-day cash requirements through working capital management and the use of existing bank overdraft and loan. Management information tools including budgets and cash flow forecasts are used to monitor and manage current and future liquidity.

The current and future financial position of the Group, including its cash flows and liquidity, continue to be reviewed by the Directors. They take a prudent view on the continuing recovery in the Group's business in light of current inflationary and other macroeconomic factors impacting on the business, its customers and suppliers. They have also considered the Group's ability to withstand the loss of key contracts and any mitigating actions that would be available to them.

The Group has term loans in place that mature in 2025 and 2027 along with overdraft facilities available until 2025. Financial covenants are in place that reflect the current and budgeted trading position and the Directors are confident of renewing the overdraft facilities in the normal course of business.

The Group continues to manage its cash flows prudently and the Directors are confident that the current resources and available funding facilities will provide sufficient headroom to meet the forecast cash requirements whilst remaining within its financial covenants.

As such, the Directors consider that it is appropriate to prepare the financial statements on the going concern basis.

 

Accounting developments

 

New and revised IFRSs applied

 

Title

Implementation

Effect on Group

IFRS 17 Insurance Contracts and Amendments to IFRS 17 Insurance Contracts

 

Disclosure of Accounting Policies (Amendments to IAS 1

and IFRS Practice Statement 2)

 

Definition of Accounting Estimate (Amendments to IAS 8)

 

Deferred Tax Related to Assets and Liabilities Arising from

a Single Transaction (Amendments to IAS 12 Income Taxes)

 

Annual periods beginning on or after 1 January 2023

 

 

Annual periods beginning on or after 1 January 2023

 

 

Annual periods beginning on or after 1 January 2023

 

Annual periods beginning on or after 1 January 2023

 

No material impact to the financial statements.

 

 

Accounting policies have now been reviewed to ensure material policies are disclosed.

 

 

No material impact to the financial statements.

 

No material impact to the financial statements.

 




The following amendments will be introduced in future periods

Title

 

Implementation

Effect on Group

Lease liability in a Sale and Leaseback (Amendments to IFRS 16)

 

Non-current Liabilities with Covenants (Amendments to IAS 1)

 

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

 

Annual periods beginning on or after 1 January 2024

 

Annual periods beginning on or after 1 January 2024

 

Annual periods beginning on or after 1 January 2024

 

No material impact to the financial statements anticipated.

 

No material impact to the financial statements anticipated.

 

No material impact to the financial statements anticipated.

 

Supplier Finance Arrangements (Amendments to IAS7 and IFRS7)

 

Annual periods beginning on or after 1 January 2024

 

No material impact to the financial statements anticipated.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement.

 

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 within administration expenses. 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.

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 the relevant performance obligation is satisfied. Revenue does not contain a financing component nor any element of variable consideration.

Promotion divisions

The group considers that is has one distinct performance obligation, to act as promotional space agent on behalf of centre owners. This performance obligation includes the following services:

-     marketing of spaces to licensees.

-     entering into licence agreements on behalf of the centres as agent.

-     managing licence agreements on behalf of the centre as agent.

The group considers that it is acting as agent as it bears minimal vacancy and credit risk, and receives a contracted fixed % commission rate for providing the services.

The group recognises the net commissions within revenue, which are recognised over the period a promotion event takes place and is agreed by all parties. This policy is adopted as our contractual right to commission income is crystallised at this point.

Retail divisions

UK

The group considers that it has two separately identifiable performance obligations, to act as promotional space agent on behalf of centre owners and to lease kiosks to vendors on short term rentals. The two performance obligations are considered to be distinct within its contracts.

Acting as promotional space agent includes the following services:

-     marketing of spaces to licensees.

-     entering into licence agreements on behalf of the centres as agent.

-     managing licence agreements on behalf of the centre as agent.

The Group owns and leases its kiosks on short term rentals. As such, it considers that it has control over them and that it acts as principal in respect of that performance obligation.

The group receives the contracted commission from centre owners in respect of the whole contract. Revenue is then allocated between each performance obligation by reference to the stand-alone selling prices. The group then recognises contracted net commissions in respect of promotional space agent services and gross rental income in respect of the short-term lease of kiosks. These are both recognised over the period a promotion event takes place and is agreed by all parties. This policy is adopted as our contractual right to commission income is crystallised at this point.

Germany

Whereas in the UK, the licence, management, and marketing of space on behalf of a centre is considered to occur on an agent basis, in Germany, the contracts indicate a higher degree of control over the promotional space before it is passed to vendors including increased levels of vacancy risk, credit risk, price discretion and vendor selection discretion that indicate that the group is acting as principal in these transactions.

All revenue from the German retail division from the short term rental of kiosks and the services noted above is thus recognised on a gross basis.

Reclassification of UK Retail division revenue from principal to agent basis

As products and services continually evolve, the assessment of control needs to be revisited on an ongoing basis.

With development of the RUPU concept, the group has reassessed its revenue recognition policies in its Retail division. Previously, all revenue within the retail division was considered to be one performance obligation and recognised on a gross basis. Following this assessment, it is now considered that there are two separate performance obligations, acting as the promotional space agent and the short term rental of kiosks.

This has resulted in revenue in respect of acting as the promotion space agent now being recognised on a net basis for the UK Retail division. The comparative figures presented have thus been restated to reclassify the revenue on this basis. This has resulted in a decrease in reported revenue of £830k with an equivalent decrease in cost of sales. There is no impact to any other line items, reported profit or basic and diluted earnings per share. There is no impact to the statement of financial position and as such a third statement of financial position at the beginning of the preceding period is not presented.

Leasing

IFRS 16 requires capitalisation of all leasing agreements with duration exceeding 12 months, whereas the previous regulations only required capitalisation of finance leases. The right-of-use asset and liability to be recognised for each leasing agreement is the present value of the lease payments.

The Group applied the following practical expedients as permitted by the standard on transition:

·      non recognition of right of use assets and liabilities for leases of low value or for which the lease term ends within 12 months of the date of transition

·      the use of a single discount rate to a portfolio of leases with reasonably similar characteristics

·      the exclusion of initial direct costs for the measurement of the right of use asset at the date of initial application

·      the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an underlying identified asset for a period of time in exchange for consideration.

Where a tangible asset is acquired through a lease, the Group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.

The right-of-use asset is initially measured at cost, which comprises the present value of minimum lease payments determined at the inception of the lease. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Group's estimate of the amount expected to be payable under a residual value guarantee; or the Group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

The Group has made judgements in adopting IFRS 16 such as identifying contracts in scope for IFRS 16, determining the interest rate used for the discounting of future cashflows, and the determining lease terms where the lease has extension or termination options.

 

Depreciation is provided at the annual rates below in order to write off each asset over its estimated useful life.

Property, plant & equipment is stated at cost less accumulated depreciation to date.

 

Taxation

 

The tax credit or expense represents the sum of tax and deferred tax currently recoverable or payable. Tax currently recoverable or payable is based on the taxable loss or profit for the period. The Group's asset or 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.

 

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.

 

Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet where there is a legally enforceable right to offset the recognised amounts.

 

Trade and other receivables

 

Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at

 

If payment is due after more than one year or if there is any other indication of a financing transaction, trade and other receivables are recorded initially at fair value less attributable transaction costs. In this situation, fair value is equal to the amount expected to be received, discounted at a market-related interest rate.

All trade and other receivables are subsequently measured at amortised cost, net of impairment.

The Group recognises lifetime ECL (expected credit losses) for trade receivables, which are estimated by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including the time value of money where appropriate.

The Group writes off a receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Write offs

 

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 is expensed on a straight-line basis over the vesting period. For schemes with only market-based performance conditions, those conditions are considered in arriving at the fair value at grant date.

 

Pensions

 

The Group pays contributions to the personal pension schemes of the majority of employees. Contributions are charged to the income statement in the period in which they fall due.

Borrowing costs

 

Borrowing costs are amortised over the duration of the loan and recognised throughout the term of the loan.

 

Employee Benefit Trust

The Company has an established Employee Benefit Trust ("EBT") to which it is the sponsoring entity. Notwithstanding the legal duties of the trustees, the Company considers that it has 'de facto' control. The EBT is accounted for as assets and liabilities of the Company and is included in the financial statements. The Company's equity instruments held by the EBT are accounted for as if they were the Company's own equity and are treated as treasury shares ("Own Shares Held"). No gain or loss is recognised in profit or loss or other comprehensive income on the purchase, sale or cancellation of the Company's own equity held by the EBT.

Non-recurring charges

Non-recurring charges are items that have been separately identified to provide a better indication of the Group's underlying operational performance. They are separately identified as a result of their magnitude, incidence or nature.

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 impairment of goodwill, revenue recognition on an agent or principal basis and recognition of deferred tax assets. Explanations of the methodology and the resultant assumptions are detailed in the relevant accounting policies and the respective notes to the financial statements.

Principal versus agent

Significant judgement is required in determining whether the group is acting as principal, reporting revenue on a gross basis, or agent, reporting revenue on a net basis. The group evaluates its revenue against the following indicators when determining whether it is acting as principal or agent in a transaction: 

-     Whether it obtains control over the space before it its licenced to the customer.

-     The level of vacancy ("Inventory") risk it bears.

-     The level of credit risk it bears.

-     Whether it receives a fixed % consideration in exchange for providing the services.

-     The level of discretion it has in establishing vendor prices.

-     Who the vendor would view as fulfilling the contract.

-     The responsibilities of invoicing and cash collection.

The conclusion on whether revenue streams are reported gross or net is reliant on the assessment of the above and weighting applied to the responses to these criteria. When concluding on whether principal or agent treatment is appropriate, the group exercises significant levels of judgement due to the nature of the assessment.

The following tables present revenues and results 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.

Segment revenues and

 

Promotion

 

Retail

 

Retail

 

Head

 

Group

Results

UK

UK

Germany

Office


for 12 months to

£'000

£'000

£'000

£'000

£'000

31 December 2023






 

 

 

 

 

 

Segment Revenue:

 

 

 

 

 

-     Agent

3,490

289

-

-

3,779

-     Principal

-

231

1,830

-

2,061


3,490

520

1,830

-

5,840

Cost of sales

-

-

(1,071)

-

(1,071)

Administrative expenses

(2,628)

-

(849)

(985)

(4,462)

Other revenue

-

-

241

-

241

Depreciation

(107)

-

(27)

(175)

(309)

Segment operating profit / (loss)

755

520

124

(1,160)

239

 

 

 

 

 

 

Finance costs

-

-

-

(136)

(136)

Segment profit / (loss)

755

 520

124

(1,296)

103

before taxation

 

 

 

 

 

 

Segment revenues and

 

Promotion

 

Retail

 

Retail

 

Head

 

Group

Results

UK

UK

Germany

Office


for 12 months to

£'000

£'000

£'000

£'000

£'000

31 December 2022 restated






 

 

 

 

 

 

Segment Revenue: *

-     Agent

-     Principal

 

 

3,011

-

 

226

180

 

-

1,282

 

-

-

 

3,237

1,462


3,011

406

1,282

-

4,699

Cost of sales

-

-

(814)

-

(814)

Administrative expenses excluding depreciation

(2,006)

(123)

(635)

(1,005)

(3,769)

Other revenue

-

-

207

-

207

Depreciation

(61)

(95)

(9)

(167)

(332)

Segment operating profit / (loss)

944

188

31

(1,172)

(9)

 

 

 

 

 

 

Non-recurring costs

-

(1,500)

-

-

(1,500)

Finance costs

-

-

-

(116)

(116)

Segment profit / (loss)

944

 (1,312)

31

(1,455)

(1,625)

before taxation

 

 

 

 

 

 

Note: * Revenue restated in accordance with the revised revenue recognition policy explained in note 3.

 

Segment assets and

 

UK

 

Germany

 

Head

 

Group

 

liabilities



Office



as at 31 December 2023

£'000

£'000

£'000

£'000








Total segment assets

8,453

833

576

9,862


Total segment liabilities

(4,653)

(491)

(1,511)

(6,655)


Total segment net assets

3,800

342

(935)

3,207

 

 

Segment assets and

UK

Germany

Head

Group

liabilities



Office


as at 31 December 2022

£'000

£'000

£'000

£'000






Total segment assets

9,268

674

601

10,543

Total segment liabilities

(5,154)

(430)

(1,907)

(7,491)

Total segment net assets

4,114

244

(1,306)

3,052

 

 

5.     Other operating income

 

Other operating income is comprised of:





Government grants

Ancillary charges


6.       Operating profit / (loss)





Impairment of goodwill

Depreciation of property, plant and equipment

Depreciation of right of use assets

 


Auditor's remuneration:

Fees payable for:

Audit of Company

Audit of subsidiary undertakings

Audit related services

Tax compliance

Other tax services

Other services



Directors' remuneration

7.     Staff costs

The average number of employees in the Group during the period was as follows:




Executive Directors

Non-executive Directors

Administration

Telesales

Commercial

Maintenance






Wages and salaries

Social Security costs

Pensions


 

8.     Non-recurring charges

9.     Finance costs





Finance costs:



Interest payable on borrowings

Interest payable on lease obligations


10.    Taxation





Current tax expense:

Current tax on profits/(losses) for the year

Adjustment for under/(over) provision in prior periods

Total current tax

 

Deferred tax:

(Credit) / charge in respect of temporary timing differences

Total deferred tax


 

Income tax (credit) / charge as reported in the income statement

 





Profit / (loss) on ordinary activities before tax

Profit / (loss) on ordinary activities at the standard rate of corporation tax in the UK of 25% (2022: 19%)

 

Tax effect of:

-      

-      

-      

-      

-      

-      


Income tax (credit) / charge as reported in the Income Statement

12.    Goodwill

Cost

 

At 31 December 2021

Additions

At 31 December 2022

Additions

At 31 December 2023

Accumulated impairment losses

At 31 December 2021

Charge for the period

At 31 December 2022

Charge for the period

At 31 December 2023

Net book value

At 31 December 2021

At 31 December 2022

At 31 December 2023

 

 

13.    Property, plant and equipment

Cost



At 31 December 2021

 

Additions

Disposals

At 31 December 2022


Additions

Disposals

At 31 December 2023



At 31 December 2021

Charge for the period

Depreciation on disposals

At 31 December 2022

 

Charge for the period

Depreciation on disposals

At 31 December 2023

Net book value



At 31 December 2021

At 31 December 2022

At 31 December 2023

 




Net trade debtors

Other debtors

Prepayments

Total

 

Amounts falling due after more than one year included above are:


 

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. No interest is charged on outstanding trade receivables. The carrying amount of trade and other receivables approximates the fair value.




Trade debtors

Loss allowance

Net trade debtors




1 January

Additional provisions

Utilised or released

31 December



Net amount at 31 December 2023

 

Net amount at 31 December 2022

 

15.    Deferred tax

 

 

 



Deferred tax asset

 

Split as follows:

Fixed asset timing differences

Tax losses

Other

Deferred tax asset

 

Movement in the year:

At 1 January

Adjustment in respect of losses

Charge in respect of temporary timing differences on property, plant and equipment

Other movements

At 31 December

 




Cash at bank and on hand


 

17.    Trade and other payables




Amounts payable within one year






Trade creditors



Other creditors



Social Security and other taxes

Accrued expenses

Deferred income

Total


All trade and other payables are short term. The carrying values of trade and other payables are considered to be a reasonable approximation of fair value.

18.    Other borrowings










Bank facilities:



Payable within one year



Payable after one year



 

 

As at 31 December 2023, SpaceandPeople plc had £1.16 million (2022: £1.48 million) of CBILS term loans, £0.35 million of which expire in April 2025 and £0.81 million expire in January 2027. SpaceandPeople plc also had £0.75 million of overdraft facilities of which £nil was used as at 31 December 2023 (2022: £nil). The bank facilities are secured by floating charge over the Group's assets and are subject to interest between 3.25% to 3.8% plus base.

19.    Leases

 

Amounts recognised in the balance sheet:

 

The balance sheet shows the following amounts relating to leases:







Right of use assets



Property



Plant and equipment



 

 

Lease liabilities

Current

Non-current

Total

 

Amounts recognised in the statement of profit or loss:

The statement of profit or loss shows the following amounts relating to leases:







Depreciation charge of right of use assets



Property



Plant and equipment



 

 

Interest expense on lease liabilities

Below is a reconciliation of changes in liabilities arising from financing activities:




Current lease liabilities

Non-current lease liabilities

Total liabilities from financing activities

 

 

The "Other" column includes the effect of reclassification of non-current leases to current due to the passage of time, the effect of the disposal of lease assets with their related creditors and the effect of the unwinding of the discounted ROU creditors over time.

The company does not face a significant liquidity risk with regard to its lease liabilities and these are monitored as part of the overall process of managing cash flows. There are no leases subject to variable lease payment terms.

20.    Financial instruments and risk management


2023


Borrowings

Lease liabilities

Trade and other payables

Total

 

 


2022


Borrowings

Lease liabilities

Trade and other payables

Total

 

 

As at the balance sheet date, t

These include short-term creditors and CBILS term loans of £1.16 million. All financial liabilities will be financed from existing cash reserves and operating cash flows.

The Group is exposed to moderate foreign exchange risk primarily from Euros due to its German operation and Euro denominated licensing income as detailed in note 4 - Segmental Reporting. The Group monitors its foreign currency exposure and manages the position where appropriate. A 5% change in the Euro rate at the year-end would have resulted in an additional gain or loss of £12

Allotted, issued and fully paid

Class

Nominal value


Ordinary

10p

£



Number

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.

 

Basic earnings / (loss) per share




 

Before non-recurring charges

After non-recurring charges


Diluted earnings / (loss) per share


 

Before non-recurring charges

After non-recurring charges

Calculation of before non-recurring charges

 

Profit / (loss) after tax for the period

Non-recurring charges

 

Profit / (loss) after tax for the period before non-recurring charges

Weighted average number of shares



Weighted average number of ordinary shares for the purpose of basic

earnings per share

Weighted average number of ordinary shares for the purpose of diluted

earnings per share

 

The weighted average number of shares is calculated as follows:

 

Weighted average number of shares in issue during the period


Impact from purchase of own shares 28 September 2022


Weighted average number of ordinary shares

 

Weighted average number of ordinary shares 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 used in the calculation of

diluted earnings per share


As set out in note 24, there are share options outstanding which, if exercised, would increase the number of shares in issue. In the year to 31 December 2022, the diluted loss per share is the same as the basic loss per share as the loss for that year has an anti-dilutive effect.

 

 

Date of grant

Number

Option period

Price

 

 

 

 

 

30 June 2021

82,000

30 June 2024 - 30 June 2031

125p

24 August 2022

76,000

24 August 2025 - 24 August 2032

102.5p

21 December 2023

37,000

21 December 2026 - 21 December 2033

60p

 





Number of options outstanding as at the beginning of the period


Granted

Lapsed / surrendered

Forfeited

Number of options outstanding as at the end of the period

Weighted average exercise price


The total share-based payment charge for the year, calculated in accordance with IFRS2 on share-based payments, was £5k (2022: £5k). The Black Scholes model was used to obtain the fair value of share options. Further information in respect of the calculation of fair values has not been presented as the fair values are not material to the financial statements.



Opening balance


Acquisition of 49,405 shares by Employee Benefit Trust


Closing balance

 

Contact details:

SpaceandPeople Plc

0845 241 8215

Nancy Cullen, Gregor Dunlay




Zeus (Nominated Adviser and Broker)

0203 829 5000

David Foreman, Ed Beddows


 

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