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Woodspeen Training Group Plc (WSTP)

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Tuesday 19 November, 2013

Woodspeen Training Group Plc

Audited Results for Year to 31 July 2013


                                                                  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

a d v e r t i s e m e n t