GB00B2PKCW45
19 November 2013
WOODSPEEN TRAINING GROUP PLC (TICKER WSTP)
WOODSPEEN TRAINING GROUP PLC ("Woodspeen" or the "Company" or the "Group")
AUDITED RESULTS FOR YEAR TO 31 JULY 2013
The financial information set out below is derived from the statutory
financial statements of Woodspeen Training Group plc for the year to 31 July
2013. The statutory financial statements for the year ended 31 July 2013, upon
which an unqualified audit report has been given, have not yet been filed with
the Registrar of Companies.
CHAIRMAN'S STATEMENT
I am pleased to announce the results of the Group for the year ended 31 July
2013.
Whilst anticipated in our interim statement in April 2013 it is still
disappointing to report an operating loss for the year ended 31 July 2013,
before amortisation of acquired intangible assets and exceptional items, of
GBP 397,362 as against a loss of GBP 164,397 in the 16 months period ended 31
July 2012.
As a detailed business review is given in the Chief Executive's Report I am
taking the opportunity of setting out an overview of where we are now, after
just over five years of trading, and what our plans and prospects are for the
future.
With the benefit of hindsight Woodspeen entered the government sponsored
vocational training market at a most unpropitious time. In 2008 and early 2009
we acquired our first two companies - Futures Training Centres Limited and A &
R Training Services Limited - for some GBP 4.3 million. At that time we were
profitable but very soon after the arrival of the coalition government in May
2010 a large proportion of the programmes undertaken by the Group, in
particular the New Deal programme for the unemployed and "programme led"
apprenticeships, were wound down and closed.
This has meant that over the last three years the Group has had to re-engineer
its programmes in order to stay in business. At the same time this difficult
situation has been compounded by harsh economic conditions with employers,
understandably, reluctant to take on young learners.
Over this period our management team, under the very capable leadership of our
Chief Executive, has had to contend with these issues and at the same time
integrate our businesses into one operating unit. They are to be congratulated
in achieving this. We have also managed to conserve the cash of some GBP 2.5
million that we raised at the end of 2010 and early 2011 for acquisitions.
The Group is now focused on programmes where funding is currently most
resilient but there are still uncertainties as to the future direction of
Government policy.
We are in a better place and our objective is to grow turnover in order to
achieve scale. The Group is focused on delivering organic growth and
integrating acquisitions, which we are now actively pursuing, in order to
return Woodspeen to profitability.
We have learned some painful lessons and I fully expect next year will again
be challenging. I do nevertheless have confidence that we are on the right
track and look forward to reporting better news in the years ahead.
Charles Prior
Chairman
19 November 2013
CHIEF EXECUTIVE'S REPORT
I am pleased to report to you on the Group's results for the year ended 31
July 2013.
Business overview
The Group delivers Government funded programmes to employed and unemployed
learners through two divisions: Vocational Training and Skills Training.
Vocational Training programmes comprise pre-apprenticeship and apprenticeship
training, predominantly to younger learners (aged 16-18). Apprenticeships are
paid jobs with learners employed from day 1 of their apprenticeship.
Programmes include delivery of both workplace assessment and off-the-job
training in core skills including Maths and English.
Skills Training programmes comprise the provision of skills and employability
training including Maths, English and CV writing. These programmes are
delivered to unemployed adults.
The Group's programmes are funded substantially through a direct contract held
with the Skills Funding Agency (SFA).
The continued availability of Government funding for training programmes
undertaken by the Group is the key driver of the Group's long term success.
Performance for the year
Group performance for the year has been disappointing but in line with the
Board's expectations as set out in my Interim Statement.
Group operating profit before amortisation of acquired intangible assets of
GBP 52,000 (2012 - GBP 279,803) and impairment of goodwill GBP nil (2012 - GBP
1,000,000) is as follows:
12 Months ended 16 Months ended
31 July 2013 31 July 2012
Operating Operating
Revenue Profit/(Loss) Revenue Profit/(Loss)
GBP GBP GBP GBP
Vocational Training 2,682,393 (119,167) 4,693,804 188,244
Skills Training 1,330,940 60,083 1,854,066 96,515
----------- ----------- ----------- -----------
Total for segments 4,013,333 (59,084) 6,547,870 284,759
Group items:
Corporate and central costs (338,278) (449,156)
----------- ----------- ----------- -----------
4,013,333 (397,362) 6,547,870 (164,397)
=========== =========== =========== ===========
Vocational revenues have declined further in the second 6 month period
resulting in an operating loss for the year. The dual effects of operating
with lower 16-18 learner volumes throughout the past year coupled with reduced
exposure to 24+ learners, in line with Government funding priorities during
this year, has resulted in lower revenue for the year.
In contrast, performance in Skills has improved on a like for like programme
basis as the Group is now funding in excess of 80% of delivery of these
programmes through direct contract. 16 month comparative figures for Skills
Training included the impact of high margin New Deal employment programmes now
ceased.
Central costs for the year include legal costs, incurred in the second 6
months, related to the restructure of the Company's share capital to eliminate
the deficit on its reserves.
Performance by division is analysed in further detail below.
Vocational Training
Revenue has declined on a like for like basis as the Group has continued to
pull away from the training of 25+ apprenticeship learners (24+ from next
year). Government funding priorities are focused on the 16-18 and 19-24
apprenticeship age groups (19-23 from next year). The Group has focused on the
priority age groups during the year.
Recruitment in the key 16-18 year age group has remained challenging.
Regrettably but predictably the introduction of new legislation, applicable to
year 11 learners this academic year, has had a dampening effect on learner
supply around the year end.
Known as RPA (Raising the Participation Age), the legislation requires school
children to continue in education or training until the age of 17 but,
importantly, does not require them to stay at school. A lack of impartial
information around the training choices available to learners, in particular
around apprenticeships, has negatively impacted both the quality and volume of
learner supply. Your Board anticipates this impact will be relatively short
lived however as improving information, advice and guidance becomes more
widely available to learners.
On the demand side and by contrast, employer demand for young apprentices has
stabilised and is beginning to show early signs of recovery, with the Group
notably operating with net vacancies (more job vacancies than learners) for
the first time around the year end.
The number of apprenticeship learners enrolled on Woodspeen programmes is as
follows:
As at As at As at
31 July 31 January 31 July
2013 2013 2012
In-Learning volumes
16 - 18 learners 362 366 387
19 - 24 learners 252 246 224
------- ------- -------
Total 16 - 24 learners 614 612 611
25+ learners 119 240 289
------- ------- -------
Total learners 733 852 900
======= ======= =======
Notwithstanding the supply side challenges the Group has stabilised its 16-24
learner volumes during the year. 25+ learners have declined in line with
Government funding priorities.
The Group has undertaken and completed its transformation, from a provider of
predominantly classroom-based "Programme Led" apprenticeships to a provider of
apprenticeship recruitment and training services to employers. With a base
level of employed apprentices the Group is now focused on growing the employed
learner book to operational scale.
Skills Training
The Group delivers Skills programmes to the unemployed working with key
referral partners including Job Centre Plus (JCP) and Work Programme providers
as part of the Government's Welfare to Work supply chain. The Group does not
engage directly in the Work Programme in line with its previously stated
strategy. Comparatives included the impact of the Group's engagement with New
Deal unemployment programmes.
12 Months ended 16 Months ended
31 July 2013 31 July 2012
Operating Operating
Revenue Profit/(Loss) Revenue Profit/(Loss)
GBP GBP GBP GBP
Basic Skills Programmes 1,330,940 1,162,053
New Deal/other discontinued - 692,013
programmes
---------- ---------- ---------- ----------
Skills Training 1,330,940 60,083 1,854,066 96,515
========== ========== ========== ==========
The Government's Welfare to Work agenda is focused on removing barriers to
employment. Basic skills programmes for the unemployed, of the type provided
by the Group, are recognised as a key enabler to securing future employment.
In previous years, funding for the Group's programmes was entirely through
subcontracts which restricted flexibility over spend. The Group's strategy has
been to move from subcontract funded delivery to direct funding.
In excess of 80% of the Group's Skills programmes are now funded directly.
Direct funding has provided the Group with flexibility to expand its programme
delivery, profitably, into other centres.
Demand for Skills programmes is expected to remain robust in the foreseeable
future. However the Group remains dependent on the continued availability of
sufficient funding to support delivery.
The Group has completed its transformation from a subcontract-funded provider
of Welfare to Work programmes to a focused and substantially directly funded
provider of Skills programmes for the unemployed.
Funding and Government policies
The effects of the Coalition's spending priorities, originally set out in late
2010, are now having their full effect on the sector. Reductions in funding
rates, changes in programme priorities as well as the impact of the economic
downturn have hammered down margins and forced providers out of the market.
Against this backdrop Woodspeen has continued to deliver those programmes
where funding is considered likely to remain most resilient.
With the election now less than two years away, a number of important
Government consultations are underway including those around further funding
reform. As a result, there may be further, far reaching implications for the
sector and your Board continues to monitor closely Government and Opposition
party policies to assess their impact on the long term prosperity of the
Group.
Outlook
The sector continues to face challenges as funding constraints and
uncertainties around future Government funding policy remain. The Group
operates within the constraints of what is now perhaps the tightest funding
environment in living memory and we cannot expect to be immune to further
funding restrictions or policy changes. Against this background however and
over the past few years the Group has transformed from a number of acquired
and separately run subsidiaries to a single integrated operating business unit
focused on delivering core programmes aligned to the Government's priorities.
There are emerging signs that employer demand for apprentices has reached base
level and the Group is cautiously anticipating a return to organic growth.
Demand remains firm for the Group's well-respected Skills programmes and this
business has momentum. There remains significant scope for profitable growth
subject to the continued availability of funding.
With the appointment in July of a Chief Operating Officer to take full
responsibility for the day to day running of the business, the management
re-structure of the business has been completed. As Chief Executive I am now
able to focus on acquisition activity and, together with the Chairman, we are
focused on making value-accretive acquisitions that will enable Woodspeen to
achieve scale expeditiously.
In this regard vendor expectations are becoming more realistic as the sector
continues to adjust to the changed funding landscape and your Board is
currently examining a number of acquisition opportunities. We have a first-hand
understanding of the challenges associated with operating in the sector and
this knowledge and expertise will be essential to converting potential
acquisition opportunities into value.
Your Board views the next 12-24 month horizon with caution. With apprenticeship
programmes typically of 12-24 month duration, the Group expects that re-building
volumes will translate into higher revenues and improving returns in the years
ahead. Performance in the short-term will however remain challenging as it will
take time to re-build volumes to previous levels.
I look forward to keeping you informed of our progress.
Si Hussain
Chief Executive
19 November 2013
WOODSPEEN TRAINING GROUP PLC
CONSOLIDATED INCOME STATEMENT
YEAR ENDED 31 JULY 2013
Note Year 16 Months
Ended Ended
31 July 31 July
2013 2012
GBP GBP
Revenue 2 4,013,333 6,547,870
Cost of sales (3,066,534) (4,487,702)
------------ ------------
Gross profit 946,799 2,060,168
Administrative expenses (1,396,161) (3,504,368)
------------ ------------
Loss from operations 2 (449,362) (1,444,200)
Analysed as:
(Loss)/Profit from operations before
amortisation
and impairment intangible assets (397,362) (164,397)
Amortisation intangibles - customer
contracts
acquired on acquisition (52,000) (279,803)
Impairment intangibles - Goodwill 3 - (1,000,000)
------------ ------------
(449,362) (1,444,200)
------------ ------------
Finance revenue 21,339 28,630
------------ ------------
Loss before taxation (428,023) (1,415,570)
Tax credit 4 13,136 78,836
------------ ------------
Loss for the period (414,887) (1,336,734)
============ ============
Earnings per share
Basic and diluted 5 (1.16)p (3.74)p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 JULY 2013
There is no difference between the loss for the year/period shown and total
comprehensive expense.
Reconciliation of movements in total equity are given in the Statement of
changes in equity.
WOODSPEEN TRAINING GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2013
31 July 31 July
Note 2013 2012
GBP GBP
Assets
Non-current assets
Property, plant and equipment 252,994 178,968
Intangible assets 1,633,948 1,689,819
Deferred tax assets 17,921 20,804
------------ ------------
1,904,863 1,889,591
------------ ------------
Current assets
Trade and other receivables 544,389 747,434
Cash and short term deposits 2,590,485 2,927,056
------------ ------------
3,134,874 3,674,490
------------ ------------
Total assets 5,036,437 5,564,081
------------ ------------
Liabilities
Current liabilities
Trade and other payables 649,057 714,331
Deferred revenue 12,080 9,523
Current tax liabilities - 10,557
Provisions - 94,817
------------ ------------
661,137 829,228
------------ ------------
Non-current liabilities
Provisions 21,360 10,550
Deferred tax liabilities 30,049 43,853
------------ ------------
51,409 54,403
------------ ------------
Total liabilities 712,546 883,631
------------ ------------
Net assets 4,327,191 4,680,450
============ ============
Equity
Capital and reserves attributable to
equity holders of the Company
Issued share capital 7 357,862 3,578,620
Share premium reserve - 2,997,637
Merger reserve 376,000 376,000
Retained earnings 3,593,329 (2,271,807)
------------ ------------
Total equity 4,327,191 4,680,450
============ ============
WOODSPEEN TRAINING GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 31 JULY 2013
Note Year 16 Months
Ended Ended
31 July 31 July
2013 2012
GBP GBP
Cash flows from operating activities
Loss before taxation (428,023) (1,415,570)
Adjustments for:
Impairment goodwill 3 - 1,000,000
Depreciation of property, plant and equipment 75,841 72,074
Depreciation of leasehold improvements 36,292 55,378
Loss on disposal of property, plant and equipment - 32,802
Amortisation of intangibles - customer
contracts acquired on acquisition 52,000 279,803
Amortisation of intangibles - software 6,158 6,636
Loss on disposal of intangibles - software - 2,371
Share based payment expense 61,628 63,792
Finance income (21,339) (28,611)
Decrease in trade and other receivables 194,200 470,025
Decrease in trade and other payables (65,274) (261,174)
Increase/(Decrease) in deferred revenue 2,557 (30,795)
Decrease in provisions (120,299) (166,363)
------------ ------------
Cash (absorbed)/generated by operations (206,259) 80,368
Income taxes paid (342) (336,220)
------------ ------------
Cash flows absorbed by operating activities (206,601) (255,852)
------------ ------------
Cash flows from investing activities
Acquisitions - Consideration - (1,817,433)
Acquisitions - Cash acquired - 1,330,998
Purchase of plant and equipment (149,867) (101,148)
Purchase of intangibles - software (2,287) (17,402)
Interest received 22,184 24,572
------------ ------------
Net cash used in investing activities (129,970) (580,413)
------------ ------------
Decrease in cash and cash equivalents (336,571) (836,265)
Cash and cash equivalents at start of 2,927,056 3,763,321
year/period
------------ ------------
Cash and cash equivalents at end of 2,590,485 2,927,056
year/period
============ ============
WOODSPEEN TRAINING GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 31 JULY 2013
Total
Issued Share Share-
Share Premium Merger Retained Holders
Capital Account Reserve Earnings Equity
GBP GBP GBP GBP GBP
At 1 April 2011 3,528,620 2,997,637 336,000 (998,865) 5,863,392
Transactions with
owners:
Allotted on acquisition 50,000 - 40,000 - 90,000
of BDTS Ltd
Employee share option
schemes:
- Share based payment - - - 63,792 63,792
Total comprehensive - - - (1,336,734) (1,336,734)
expense
------------ ------------ ------------ ------------ ------------
At 31 July 2012 3,578,620 2,997,637 376,000 (2,271,807) 4,680,450
=========== =========== =========== =========== ===========
At 1 August 2012 3,578,620 2,997,637 376,000 (2,271,807) 4,680,450
Transactions with
owners:
Reduction of capital
and cancellation
of share premium (3,220,758) (2,997,637) - 6,218,395 -
account
Employee share option
schemes:
- Share based payments - - - 61,628 61,628
Total comprehensive - - - (414,887) (414,887)
expense
------------ ------------ ------------ ------------ ------------
At 31 July 2013 357,862 - 376,000 3,593,329 4,337,191
=========== =========== =========== =========== ===========
WOODSPEEN TRAINING GROUP PLC
NOTES TO ANNOUNCEMENT OF AUDITED RESULTS
FOR THE YEAR ENDED 31 JULY 2013
1 Basis of preparation
The financial statements of the Company for the year ended 31 July 2013
comprise the consolidated financial statements of the Company and its
subsidiaries (together referred to as the Group).
The consolidated financial statements of the Group have been prepared under
International Financial Reporting Standards ("IFRS") as adopted by the
European Union. The results in this announcement have been prepared in
accordance with IFRS applicable at 31 July 2013 and have been taken from the
Group's Financial Statements. This financial information set out above does
not constitute statutory accounts as defined in Section 435 of the Companies
Act 2006.
The Group's statutory financial statements for the year ended 31 July 2013,
upon which an unqualified report has been given, have not yet been filed with
the Registrar of Companies.
The financial information for the period to 31 July 2012 is derived from the
statutory accounts for that period which have been delivered to the Registrar
of Companies.
2 Segment information
The Chief Operating Decision Maker has been identified as the Chief Executive.
The Chief Executive reviews the Group's internal reporting in order to assess
performance and allocate resources. Management has determined the operating
segments based on reports used by the Board.
The Chief Executive assesses the performance of operating segments based on
operating profit before amortisation of acquired intangible assets, interest
and tax. Information presented to the Chief Executive is measured in a manner
consistent with that in the financial statements.
The performance of operating segments reviewed by the Chief Executive does
not include corporate and central costs. Corporate and central costs, although
not
an operating segment as defined by IFRS8 are reviewed by the Chief Executive
and shown as Group items in the table below.
The principal activity of the Group is Government sponsored training,
assessment and related services. The Chief Executive considers the Group's
business through two reporting segments based on principal activity:
- Vocational Training (Apprenticeships, Foundation Learning and other
vocational training programmes); and
- Skills Training (Skills for Life and other employability training
programmes).
Year ended 16 Months ended
31 July 2013 31 July 2012
Operating Operating
Revenue Profit/(Loss) Revenue Profit/(Loss)
GBP GBP GBP GBP
Vocational Training 2,682,393 (119,167) 4,693,804 188,244
Skills Training 1,330,740 60,083 1,854,066 96,515
------------ ------------ ------------ ------------
Total for segments 4,013,333 (59,084) 6,547,870 284,759
Group items:
Corporate and central costs (338,278) (449,156)
------------ ------------
(397,362) (164,397)
Amortisation charge on
acquired intangible assets (52,000) (279,803)
Impairment of goodwill - (1,000,000)
------------ ------------ ------------ ------------
Total for Group 4,013,333 (449,362) 6,547,870 (1,444,200)
=========== =========== =========== ===========
The reconciliation, by operating segment of the profit/(loss) reported to the
Chief Decision Maker to operating profit shown in the financial statements is
as follows:
Year ended 31 July 2013
Reported Amortisation
Segmental on Acquired Segmental
Operating Intangible Impairment Operating
Profit/(Loss) Assets of Goodwill Profit/(Loss)
GBP GBP GBP GBP
Vocational Training (119,167) (52,000) - (171,167)
Skills Training 60,083 - - 60,083
------------ ------------ ------------ ------------
Total for segments (59,084) (52,000) - (111,084)
Group items:
Corporate and central (338,278)
costs
------------ ------------ ------------ ------------
Total for Group (449,362)
=========== =========== =========== ===========
16 Months ended 31 July 2012
Reported Amortisation
Segmental on Acquired Segmental
Operating Intangible Impairment Operating
Profit/(Loss) Assets of Goodwill Profit/(Loss)
GBP GBP GBP GBP
Vocational Training 188,244 (279,803) (1,000,000) (1,091,559)
Skills Training 96,515 - - 96,515
------------ ------------ ------------ ------------
Total for segments 284,759 (279,803) (1,000,000) (995,044)
Group items:
Corporate and central (449,156)
costs
------------ ------------ ------------ ------------
Total for Group (1,444,200)
=========== =========== =========== ===========
All income is derived from the United Kingdom.
The Government, through various funding agencies and bodies, directly and through
sub-contacting arrangements entered into by the Group, is the Group's single
largest customer and accounts for GBP 3,944,0000 (98%) of revenue spread across a
number of contracts. The revenue is reported within both Vocational and Skills
Training operating segments.
No other single customer accounts for than 10% of Group revenue.
Given the nature of the Group's business, the Chief Executive does not receive
or review balance sheet information for operating segments.
3 Impairment of goodwill
Year 16 Months
Ended Ended
31 July 31 July
2013 2012
GBP GBP
Recognised in arriving at Group operating loss
from continuing operations:
Impairment of goodwill - 1,000,000
=========== ===========
As a result of the annual review of the carrying value of goodwill as at 31 July
2012, the Group determined that an impairment charge of GBP 1,000,000 against
the carrying value of goodwill for Vocational Training was appropriate as the
sector has faced and continues to face challenging conditions. Securing employment
for young learners, which is a pre-cursor to providers delivering apprenticeship
training, is an industry wide challenge. At the same time margins are being
adversely affected by the Government's "more for less" agenda.
4 Income tax expense
(a) Tax on loss for the year/period
Year 16 Months
Ended Ended
31 July 31 July
Tax charged/(credited) in the income statement 2013 2012
GBP GBP
Current tax:
UK corporation tax on loss for the year/period - 53,652
Adjustment for (over)/under provision in prior (2,215) 1,023
periods
------------ ------------
Total current tax (2,215) 54,675
------------ ------------
Deferred tax
Origination and reversal of temporary differences (8,444) (125,044)
Deferred tax income resulting from reduction (2,447) (8,467)
in tax rate
------------ ------------
Total deferred tax (10,921) (133,511)
------------ ------------
Tax credit in the income statement (13,136) (78,836)
=========== ===========
(b) Reconciliation of the total tax credit
The reasons for the difference between the actual tax credit for the year/period
and the standard rate of corporation tax in the UK applied to
profits for the year/period are as follows:
Year 16 Months
Ended Ended
31 July 31 July
2013 2012
GBP GBP
Accounting loss before tax (428,023) (1,415,570)
Expected tax charge based on the standard rate
of corporation tax in the UK for the year/period
of 23.67% (2012 - 25.5%) (101,313) (360,971)
Effects of:
Marginal relief - (458)
Share based payments relief - 3,033
Non-deductible expenses for tax purposes
Impairment of goodwill - 255,000
Other non- deductible expenses 7,240 21,888
Share based payments 14,587 16,267
Tax losses for which no deferred tax asset is 59,575 8,288
recognised
Other items 11,467 (14,439)
Adjustment for under/(over) provision for
current tax in previous periods (2,215) 1,023
Reduction in opening deferred taxes resulting
from reduction in tax rate (2,447) (8,467)
------------ ------------
Total tax (credit) for the year/period (13,136) (78,836)
=========== ===========
5 Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to
ordinary shareholders by the weighted number of shares in issue during the
period.
Diluted earnings per share are calculated by adjusting the weighted average
number of ordinary shares for the conversion of all dilutive potential
ordinary shares.
For the better understanding of the underlying trading performance, the directors
feel it appropriate to disclose earnings per share before and after adjusting for
the amortisation of intangible assets acquired on acquisition of subsidiaries and
impairment of goodwill.
The Group reported a loss after tax both before and after adjusting for the
amortisation of intangible assets acquired on acquisition of subsidiaries and
impairment of goodwill in the year to 31 July 2013 and in the period to 31 July
2012. Options granted under Employee Share Schemes were anti-dilutive and basic
and adjusted diluted earnings per share are the same as basic and adjusted earnings
per share.
Year 16 Months
Ended Ended
31 July 31 July
2013 2012
Earnings GBP GBP
Earnings attributable to ordinary shareholders (414,887) (1,336,734)
Amortisation of acquired intangible assets 52,000 279,803
Taxation impact amortisation of acquired (13,804) (78,469)
intangible assets
Impairment of goodwill - 1,000,000
------------ ------------
Adjusted (loss)/profit on ordinary (376,691) (135,400)
activities after tax
============ ============
Number of shares Number Number
Weighted average number of shares for
Basic and diluted earnings per share 35,786,204 35,781,081
============ ============
Year 16 Months
Ended Ended
31 July 31 July
2013 2012
Pence Pence
Earnings per share
Basic earnings per share (1.16) (3.74)
Diluted earnings per share (1.16) (3.74)
Adjusted earnings per share
Adjusted basic earnings per share (1.05) (0.38)
Adjusted diluted earnings per share (1.05) (0.38)
The calculation of adjusted basic earnings per share is set out below:
Earnings per share Pence Pence
Basic earnings per share (1.16) (3.74)
Amortisation of acquired intangible assets 0.15 0.78
Taxation impact amortisation of acquired (0.04) (0.22)
intangible assets
Impairment of goodwill - 2.80
------------ ------------
Adjusted basic earnings per share (pence) (1.05) (0.38)
============ ============
6 Dividends
The directors do not recommend payment of a dividend.
7 Share capital
At the Annual General Meeting held on 11 December 2012 shareholders in the Company
approved the sub-division of the Company's shares such that each issued Ordinary
share of 10p nominal value was sub-divided into one Ordinary share of 1p and one
Deferred share of 9p and each authorised but unissued existing Ordinary share was
sub-divided into ten Ordinary shares of 1p each.
The Ordinary shares of 1p carry the same rights in all respects as the 10p
Ordinary shares, including voting rights and right to participate in dividends of
the Company.
The Deferred shares did not carry any rights to vote or dividend rights and they
were only entitled to a payment on a return of capital on a winding up of the
Company or otherwise after each 1p Ordinary Share had received the amount paid up
on such shares and a payment of GBP 10,000,000. The Deferred shares were not listed
or traded on the ISDX Growth Market and were not transferable without the written
consent of the Company.
On 13 February 2013 Court approval required to give effect to the reduction of
capital was received and the Deferred shares were cancelled.
The Company has one class of Ordinary shares which carry equal voting rights and no
right to fixed income.
Ordinary Shares Deferred Shares
Number GBP Number GBP
Authorised
Ordinary & Deferred shares
At 31 July 2012 100,000,000 10,000,000
Increase authorised share capital
11 December 2012 on sub-division of
each issued Ordinary share of 10p
into 1 Ordinary share of 1p each and
1 Deferred share of 9p each; and
sub-division each authorised
but unissued Ordinary of 10p into
1 Ordinary share of 1p each 577,924,164 (3,220,758) 35,786,204 3,220,758
------------ ------------ ------------ ------------
At 31 July 2013 677,924,164 6,779,242 35,786,204 3,220,758
============ =========== ============ ===========
Ordinary Shares Deferred Shares
Number GBP Number GBP
Allotted, called up and fully
paid Ordinary & Deferred shares
At 31 July 2012 35,786,204 3,578,620
Sub-division 11 December 2012
of each Ordinary share of 10p into
1 Ordinary share of 1p each and 1
Deferred share of 9p each - (3,220,758) 35,786,204 3,220,758
------------ ------------ ------------ ------------
Ordinary shares 1p & Deferred shares 9p 35,786,204 357,862 35,786,204 3,220,758
Cancellation 13 February 2013
Deferred shares of 9p (35,786,204) (3,220,758)
------------ ------------ ------------ ------------
At 31 July 2013 35,786,204 357,862 - -
============ ============ ============ ============
The Financial Statements for the year to 31 July 2013 will be posted to shareholders
shortly.
Copies of the Financial Statements may be obtained from the Company Secretary,
Woodspeen Training Group plc, 32 Wingate Road, Hammersmith, London W6 0UR, the
Company's website or from the ISDX website.
The Parent Company's Annual General Meeting will be held at the offices of Memery
Crystal LLP, 44 Southampton Buildings, London WC2A 1AY on 16 December 2013 at 10.30am.
The directors of Woodspeen Training Group plc take responsibility for this announcement.
Contacts:
Woodspeen Training Group plc
Si Hussain 0786 283 7437
Lynn Chandler 07932 753 799
Corporate Adviser
Peterhouse Corporate Finance Limited
Mark Anwyl 020 7220 9796