RNS Number:4398O
Electric Word PLC
21 February 2008


                                                                                

                                                                                

21 February 2008

                                                                                

                               ELECTRIC WORD PLC                                

                                                                                

                              PRELIMINARY RESULTS                               

                      FOR THE YEAR ENDED 30 NOVEMBER 2007                       

 

Electric Word, the specialist information publisher, today announces preliminary
results for the year to 30 November 2007.

 

                 SOLID BASE FOR STRONG ORGANIC GROWTH POTENTIAL                 

 

  *          Fourth successive year of strong financial growth

              *     Turnover up 26% to �13.5m (2006: �10.7m)

              *     Adjusted profit before tax* up 41% to �1.4m (2006: �1.0m)

              *     Adjusted earnings per share* up 36% to 0.87p (2006: 0.64p)

  *          Adjusted profit before tax* margin up 11% to 10% (2006: 9%)

  *          33% of Group revenue from renewal subscriptions

  *          Two significant acquisitions, in new education sectors, enhance
             future growth

  *          Current year started well, with trading in line with Board's
             expectations

 

* excludes tax, goodwill amortisation, exceptional costs, minority interests and
                          notional accounting charges                           

 

Julian Turner, Chief Executive of Electric Word, commented:

 

"At the end of a year of focussed, productive work Electric Word has improved
the profits and cash flows from its continuing businesses and used them to
invest in both enhancing their growth prospects for the future and acquiring new
businesses of real potential. Our significant level of subscription-based
revenue and good cash generation gives us a firm financial base from which to
develop these opportunities and the business is well positioned to drive future
growth in earnings per share.

 

"The current year has started well and in line with the Board's expectations and
in 2008 we are anticipating continued organic growth, the full profit benefit of
the 2007 Speechmark acquisition and further revenue growth from MyChild, with
profits building into 2009. We are confident we will be able to take advantage
of further synergies and new opportunities across all the businesses to make
2008 another year of strong growth for the Group. "

 

 

                                      ENDS                                      

 

Enquiries:

 
Julian Turner, Chief Executive                                           
Electric Word                        0207 954 3470                       
                                                                         
Helen Thomas / Tim Spratt                                                
Financial Dynamics                   0207 831 3113                       

 

Notes to Editors

 

Electric Word plc delivers specialist information in a wide range of formats to
communities in two market sectors, targeting growing niche areas with strong
defensive qualities:

 

*  Education: serves professional communities in schools and other institutions, 
   including school leaders and managers, special needs and speech therapy professionals,
   teachers and parents, accounting for 65% of group revenue.


*  Sport: covers the communities of amateur and elite sports competitors, governing 
   bodies, media bidding for sports content, venues, sponsoring brands and the 
   online gaming industry, accounting for 35% of group revenue.

 

The range of products and services offered to these communities include
subscription newsletters, magazines, websites, events, books, special reports
and bespoke research and publishing. In 2007 60% of revenue came from selling
content, including 33% from subscription revenue, and 40% came from selling
access to these communities.

 

EXTRACTS FROM CHAIRMAN'S AND CHIEF EXECUTIVE'S REPORTS

 

INTRODUCTION

 

2007 marks Electric Word's fourth successive year of strong improvement in
pre-tax profits and margins and in turnover. As previously, profit growth was
achieved from a combination of organic development and acquisitions,
highlighting the Group's capacity to create value through its well-organised
publishing competencies in highly specialist markets in the education and sports
sectors. The progress made across the business in 2007, combined with two
significant acquisitions, leaves the Group in an excellent position to
capitalise on the exciting opportunities for organic growth in both the
continuing operations and the new businesses added during the year.


The year started with a reorganisation of the company structure and management
teams and a renewed focus on the most important and valuable customer
communities and businesses. This process, which included cutting out some
sub-scale products and niches, was successfully completed in 2007 at the same
time as new products were launched and new businesses acquired in the areas of
greatest and most sustainable growth potential.

 

2007 has also seen significant progress in building the Group's infrastructure.
New enlarged premises in Milton Keynes now house both the expanding Incentive
Plus catalogue business and the newly-acquired Speechmark Publishing, creating
an immediate efficiency benefit in 2008. In July 2007 the Board appointed
Quentin Brocklebank as Finance Director, whose arrival has significantly
strengthened the senior management team, enabling Natascha Lloyd to be appointed
Electric Word's first HR Director and other senior managers to focus on leading
and developing the business units.

 

Looking ahead, the outlook appears as positive as 2007 has been successful.
Electric Word's business model is robust. Revenue is driven by established
competencies in direct marketing (81% of revenues) and sales (19%), with a
business culture rooted in measured improvements in the return on resources
invested. The Group's market sectors are ones in which information remains of
high value and enduring interest. Sport continues to grow in importance for
participants, media and governments around the world. The management of our
schools, the quality of our teachers' professional education and children's
behaviour and learning remain long-term political priorities. In entering the
parents' market with the acquisition of a majority stake in MyChild magazine,
Electric Word is addressing a specialist information market with potential for
significant growth and scale.

 

The growth potential in these markets and in the acquired businesses in
particular, creates a platform for continued growth over several years to come.
The Board would like to thank the staff in all Electric Word's businesses, as
well as our external partners, for their contribution to the results achieved in
2007 and the opportunities they have created for the future.

 

 

FINANCIAL REVIEW

 

2007 has seen a further year of strong growth for the Group with a 26% increase
in turnover to �13.5m (2006: �10.7m) and an increase in adjusted profit before
tax* of 41% to �1.35m (2006: �0.96m). This growth was driven by a combination of
margin improvement and the benefit of a full year's result from the 2006
Incentive Plus acquisition of �204,000, which, if excluded from these results,
still leaves comparable year on year results up by �189,000.

 

With 33% of all revenues coming from renewable subscriptions, cash generation
has been strong, with operating cash flows at 101% of adjusted pre-tax profits.
Cash, along with the strong balance sheet position at the end of 2006, supported
the greater leverage achieved in 2007 that enabled Electric Word to make
investments of �3.7m in acquisitions during the year without dilution at current
share prices. As a result, despite the fact that at least one of those
businesses is at an early stage of development, adjusted earnings per share rose
by 36% to 0.87p in 2007 (2006: 0.67p).

 

 
Financial summary (�000)             2007       2006    Change
Turnover                           13,508     10,712      +26%
Gross Profit                        6,167      4,919      +25%
Adjusted EBITDA*                    1,522      1,088      +40%
Adjusted profit before tax*         1,353        960      +41%
Profit before tax                     186        196       -5%
Adjusted earnings per share*        0.87p      0.64p      +36%
Earnings per share (diluted)         0.02       0.16          
Operating cash flow                 1,365        511     +167%
Cash balance                        1,116      1,475      -24%

 

*Adjusted numbers exclude tax �150,648 (2006: �(72,611) credit), goodwill
amortisation �938,806 (2006: �704,003), exceptional costs �102,684 (2006: �nil),
minority interests �6,097 (2006: �27,037) and notional accounting charges
�125,757 (2006: �59,181). The amount for notional accounting charges encompasses
the unwinding of discounts on preference shares �69,656 (2006: �19,375) and
provisions �6,367 (2006: �6,666) and FRS20 share based payment costs �49,734
(2006: �33,140). The adjusted earnings per share measure is fully diluted. All
references to profit in this announcement refer to the adjusted basis as defined
above unless otherwise stated.

 

Interest paid increased significantly in the period following the negotiation of
a �1.5 million revolving credit facility, which was fully drawn down to pay for
the Speechmark Publishing Limited acquisition. This deal represented a
significant change for the business, being the first acquisition by the Group
that was fully debt funded.

 

In total the Group entered into acquisitions in 2007 with a total value in the
region of �3.7m, of which �2.6m was disbursed in the year. Along with �255,000
related to deferred or contingent consideration on prior year deals this
amounted to a cash spend of �2.8m. It should be noted that none of this spend
was financed by the issue of shares. It was instead financed by the revolving
credit facility, a �0.5m short term loan and cash from working capital.

 

 

OPERATIONAL PERFORMANCE

 

2007 has been another year of development and progress for Electric Word with
strong profit growth achieved in both the education (+64%) and sport (+28%)
sectors, following a sharper focus on profits while continuing to invest in
future growth. The revenue mix has continued to build, with long-established
subscriptions revenues (33% of the total) now matched by event, book and report
sales also reaching a significant scale. The advances made in 2006 in the
development of new tiers of revenue from selling access to our valuable
specialist communities have been consolidated and, with a full year of commerce
revenues from Incentive Plus' catalogue of other suppliers' education products,
these 'sell-side' revenues now account for 40% of the total.


Education

 
�000                                 2007       2006    Change
Turnover                            8,678      6,580       32%
Adjusted EBITA*                     1,276        776       64%
Profit margin                         15%        12%       25%

 

Electric Word's Education business has been significantly strengthened in 2007.
The 64% increase in operating profits was driven by improved margins in Optimus
Professional Publishing and a full year of trading in Incentive Plus, acquired
in May 2006. Following the acquisition of a majority stake in MyChild, the Group
now enjoys a strong position in both the school and parent ends of the UK
education market.

 

Optimus

 

The professional communities that Optimus has served, for example heads, bursars
and middle managers responsible for managing the curriculum and continuing
professional development, have proliferated over the last decade with the
devolution of management responsibilities to schools and new initiatives from
successive education ministers. 2007 saw some peripheral consolidation, with
Optimus exiting some sub-scale niches and under-performing products and
replacing these revenue streams with new products launched into the core
communities around school leadership, management, special needs and teaching and
learning, each supported by increasingly well-developed e-marketing channels.
With the new books front list enhanced also by the CKP imprint (specialising in
learning, teaching and thinking skills) acquired in 2006, books revenues jumped
46%. Optimus conferences also achieved a significant increase in revenues, with
delegate sales up 16% on 13% fewer events.

 

Optimus added a new format to its portfolio by taking over the publishing of
three magazines owned by Special Education Publishing Ltd in September 2007,
with a contractual option to purchase them for a fixed consideration of �875,000
or 6.6 million shares. Special Children, Teaching & Learning and PE & Sport
Today have a strong subscriber base in primary schools and, by occupying two of
the most important niches, offer opportunities to develop advertising revenues
in the Optimus business for the first time.

 

Overall, these developments in 2007 maintained revenues and improved profits by
17%. The pruning of some less profitable activities was balanced by investments
in new senior roles around education media sales, online marketing and books
publishing, creating a platform for further organic growth in the future.

 

Incentive Plus

 

The social and emotional aspects of learning (SEAL) are a key part of the
Government's current and future agenda, encompassing both behaviour and
emotional and intellectual development. Incentive Plus, which Electric Word
acquired in May 2006, brings together materials that teachers and other
professionals working with young people can use in this work. Following a
successful first 12 months as part of Electric Word, on the back of a
significant increase in marketing investment, Incentive Plus relocated to larger
premises in Milton Keynes in August 2007.

 

With a full year of Incentive Plus sales, education commerce revenues in
Electric Word increased by 138% in 2007, representing a 17% increase on the
equivalent period in 2006. Profits increased fivefold, despite the costs and
disruption of relocation.

 

The acquisition of Incentive Plus brought to the Group a competency in
generating commerce revenue from the sale of third-party products and its
logistical support. Electric Word sees the combination of owned content and
commerce as strategically important: content to attract and retain communities
of customers and commerce to generate revenue from access to them (in this case
by owning a distribution channel). This strategy also underpins Electric Word's
entry to the parents' side of the education market led by the acquisition of a
majority stake in MyChild.

 

MyChild

 

Parental impact on children's educational attainment is another key influence on
strategic Government thinking. Parents make a difference by what they do at
home, through the emotional preparedness of their children and by the nature of
their relationship with schools. MyChild magazine, in which Electric Word
acquired a 10% stake in August 2007 and a further 40.1% stake in November 2007,
aims to support parents with their children's educational development both in
and out of school.

 

MyChild has over 26,000 parent subscribers and is currently adding around 1,000
new subscribers per month through a range of different sales channels. The
circulation growth now supports advertising, which since the year end has been
strengthened by the re-launch of the www.mychild.co.uk website. Catalogue and
e-commerce revenues are also being introduced this year on the back of the
improved Incentive Plus infrastructure which will give parents the opportunity
to buy products to support their children's educational and emotional
development.

 

Electric Word has developed a strong position in the education market over many
years. In 2007 it has given that position more focus and more depth while also
opening itself an important new market among parental audiences. Strategically,
the Group's leading position at both the school and parent ends of the UK
education sector presents unique opportunities for organic growth over the long
term.

 

Sport Sector

 
�000                                 2007       2006    Change
Turnover                            4,829      4,133       17%
Adjusted EBITA*                       940        736       28%
Profit margin                         19%        18%        5%

 

Electric Word's sport sector underwent a dramatic transformation last year
following the acquisition of SportBusiness Group in 2005. Progress has been
continued in 2007 in both the consumer (P2P Publishing) and the
business-to-business divisions, with profit growth of 28% on a 17% revenue
increase.

 

P2P Publishing

 

In 2007 profits grew by 32% as the business continued to migrate online and take
advantage of higher online margins. Costs were also reduced by closing the small
Australian office and although Australia remains an important market for the
business, we identified that it no longer needed to be managed and marketed
locally. At the same time a substantial investment was made in rebuilding the
successful Peak Performance website with a greater community focus and a wider
range of digital content. This is part of a strategy to further increase content
sales from the site and increase the potential monetisation of the audience
through advertising and e-commerce.

 

SportBusiness Group

 

In 2006, the first year of its ownership of SportBusiness Group (SBG), bespoke
revenues were particularly important as Electric Word had the benefit of a
substantial contract to publish the official magazine of the Asian Games. It is
a mark of the significant progress the business has achieved with revenue growth
across SBG by 26% in 2007 despite that contract finishing at the end of the
first quarter.

 

Sales of both content and access to the SBG community contributed to growth.
Subscription revenues increased 30% in the period as SportBusiness International
magazine continued to attract a growing subscriber base of senior executives.
Its premium position and strong brand have also attracted high-quality
advertisers keen to influence this target audience, including a growing number
of cities bidding to host major sports events - a trend that is set to continue
with the increasingly important role of sport in geopolitics and inward
investment.

 

At the start of 2007 i-Gaming Business magazine faced some uncertainty in the
market as a result of compliance changes in the USA. However revenues actually
increased substantially in 2007, with advertising strong enough to support the
launch of a second magazine and the opportunity for i-Gaming to take advantage
of Electric Word's established event management competency to launch a series of
online gaming marketing exhibitions.

 

The result has been that business-to-business sport publishing increased profits
by 23% and pushed overall sport sector margins up again to 19% (18%), exceeding
what was expected to be a high point in 2006. Looking ahead, the outlook is
promising, with a buoyant international market and significant potential for
further growth.

 

 

OPERATING REVIEW

 

In 2007 the resource at the centre of the Group was enhanced with the
appointment of Quentin Brocklebank as Finance Director and the creation of a
senior HR role. Central costs not directly attributable to businesses increased
to �835k (�541k), or 6.2% of Group revenues (5.1%).

 

As anticipated in last year's review, we moved ahead with relocating the
Incentive Plus business into larger premises in Milton Keynes. By doubling
warehouse capacity, we are now in a position to handle considerable future
growth, while fully off-setting the higher short term costs by in-sourcing
storage and distribution for other parts of the group. The increased office area
enabled us to seamlessly relocate the Smallwood and the Speechmark acquisitions.
Co-location has yielded further integration benefits for these businesses, both
in terms of cost-savings and management control. Enhanced IT and e-commerce
systems were also successfully implemented at Incentive Plus, which we
anticipate rolling out to the Speechmark business in 2008. This should yield
further efficiencies, and reflects our philosophy of consolidating systems
whenever possible across the Group. The launch of a catalogue and e-commerce
revenue stream around the MyChild Family Learning brand is also being led from
Milton Keynes, demonstrating our commitment to sharing Group competencies as a
way of opening up new avenues for growth.

 

In December 2006 we reorganised the Group's corporate structure, creating
separate subsidiaries for each of our five business units. By the end of the
year, the acquisitions of Speechmark and MyChild had expanded this to seven. The
reorganisation was mirrored in terms of management responsibilities, with more
control being given to our emerging market-facing managers. This has proved to
be very successful, with the emergence of dynamic and collaborative teams within
the separate business units. At the same time, we strengthened the provision of
group-wide central services in finance, HR, IT and fulfilment. The appointments
of a Finance Director and HR Director have under-pinned this investment,
increasing our senior team capacity. Group wide services are not only
cost-effective, but they ensure that systems, procedures and reporting systems
are consistent and robust.

 

 

OUTLOOK

 

At the end of a year of focussed, productive work Electric Word has improved the
profits and cash flows from its continuing businesses and used them to invest in
both enhancing their growth prospects for the future and adding new businesses
of real potential. Our significant level of subscription based revenue and good
cash generation gives us a solid base from which to develop these opportunities
and the business is well positioned to drive future growth.

 

The current year has started well and in line with the Board's expectations, We
are anticipating continued organic growth, the full profit benefit of the 2007
Speechmark acquisition and further revenue growth from MyChild, with profits
building into 2009. We are confident we will be able to take advantage of
further synergies across the sector businesses and that 2008 will be another
year of strong growth for the Group.
                                                                                     
Consolidated Profit and Loss Account 30 November 2007                                

 
                                    Continuing  Acquisitions        2007        2006
                                                                          (restated)
                                                                                   
                              Note           �            �           �           �
                                                                                   
                                                                                   
                                                                                   
TURNOVER                         2   13,036,493      471,068  13,507,561  10,712,433
                                                                                                            
                                                                                   
Cost of Sales                       (4,741,751)    (193,246) (4,934,997) (3,633,291)
                                                                                   
Marketing                           (2,321,251)     (84,044) (2,405,295) (2,160,353)
                                                                                   
                                      ---------    ---------   ---------   ---------
                                                                                   
GROSS PROFIT                          5,973,491      193,778   6,167,269   4,918,789
                                                                                                                
Operating expenses                  (4,571,293)    (264,850) (4,836,143) (3,981,420)
                                                                                   
Amortisation of goodwill              (938,806)            -   (938,806)   (704,003)
                                                                                   
                                       --------     --------    --------    --------                            
Total administrative expenses       (5,510,099)    (264,850) (5,774,949) (4,685,423)
                                                                                   
                                      ---------    ---------   ---------   ---------
                                                                                   
OPERATING PROFIT / (LOSS)               463,392     (71,072)     392,320     233,366
                                                                                                                        
                                                                                   
Exceptional costs                3    (102,684)            -   (102,684)           -
                                                                                   
Interest receivable              4       32,784            -      32,784      28,003
                                                                                   
Interest payable                 4    (136,452)        (211)   (136,663)    (64,962)
                                                                                   
                                      ---------    ---------   ---------   ---------
                                                                                   
PROFIT / (LOSS) ON ORDINARY   2, 5      257,040     (71,283)     185,757     196,407
ACTIVITIES BEFORE TAXATION                                                         
                                                                                                             
Taxation                         7    (156,727)        6,079   (150,648)      72,611
                                                                                   
                                      ---------    ---------   ---------   ---------
                                                                                   
                                                                                   
                                                                                   
PROFIT / (LOSS) ON ORDINARY                                                        
ACTIVITIES AFTER TAXATION            100,313     (65,204)      35,109     269,018
                                                                                                                      
Minority interests                     (6,097)            -     (6,097)    (27,037)
                                                                                   
                                     ---------    ---------   ---------   ---------
                                                                                   
                                                                                   
                                                                                   
PROFIT / (LOSS) ON ORDINARY                         
ACTIVITIES AFTER TAXATION AND         94,216     (65,204)      29,012     241,981
MINORITY INTERESTS                                                                 
                                                                                   
                                     ---------    ---------   ---------   ---------
                                                                                   
                                                                                   
                                                                                   
EARNINGS PER SHARE                                                                 
                                                                                   
Basic                            8                                0.02p       0.19p                                
                                                               ---------   ---------                      
                                                                                   
Diluted                          8                                0.02p       0.16p                               
                                                               ---------   ---------
                                                                                   
                                                                                                          
The operating profit for the year arises from the Group's continuing operations.

                                          
                                                                                     
                                                                                     
                                                                                     
Consolidated statement of recognised gains and losses 30 November 2007               

 
                                                                    Group      Group     
                                                                    2007       2006      
                                                       Notes        �          �         
                                                                                         
                                                                                         
                                                                                         
Profit for the year                                                 35,109     269,018   
                                                                                         
Prior period adjustments                                10          (160,644)  -                                   
                                                                    ---------  --------- 
                                                                                         
Total gains and losses recognised                                                        
since the last annual report                                        (125,535)  269,018                              
                                                                    ---------  --------- 
                                                                                         
Attributable to:                                                                         
                                                                                         
- Equity holders of the parent                                      (131,632)  241,981   
                                                                                         
- Minority interests                                                   6,097    27,037                                 
                                                                   ---------  --------- 
                                                                                                  
                                                                                     
                                                                                     
                                                                                     
Consolidated Balance Sheet 30 November 2007                                          

 
                                                                      Group       Group      
                                                                      2007        2006       
                                                                                  (restated) 
                                                                                             
                                                         Notes           �            �          
                                                                                             
                                                                                             
                                                                                             
FIXED ASSETS                                                                                 
                                                                                             
Intangible assets                                         9           10,870,300  6,122,743  
                                                                                             
Tangible assets                                                          418,310    313,900    
                                                                                             
Investments                                                           -              90,000     
                                                                                             
                                                                      ---------   ---------  
                                                                                             
                                                                      11,288,610  6,526,643  
                                                                                             
                                                                      ---------   ---------  
                                                                                             
CURRENT ASSETS                                                                               
                                                                                             
Stocks                                                                  860,260     284,462    
                                                                                             
Debtors due within one year                                           3,811,478   2,618,336  
                                                                                             
Debtors due after more than one year                                    385,226     578,097    
                                                                                             
Cash at bank and in hand                                              1,116,199   1,475,468  
                                                                                             
                                                                      ---------   ---------  
                                                                                             
                                                                      6,173,163   4,956,363  
                                                                                             
                                                                      ---------   ---------  
                                                                                             
                                                                                             
                                                                                             
CREDITORS: Amounts falling due within                                                        
one year                                                                                     
                                                                                             
Deferred revenue                                                      (5,055,165) (3,079,905)
                                                                                             
Other creditors                                                       (3,658,430) (1,948,442)
                                                                                                                   
                                                                      ---------   ---------  
                                                                                             
                                                                      (8,713,595) (5,028,347)        
                                                                      ---------   ---------  
                                                                                             
NET CURRENT (LIABILITIES)                                             (2,540,432)   (71,984)   
                                                                                             
                                                                      ---------   ---------  
                                                                                             
                                                                                             
                                                                                             
TOTAL ASSETS LESS CURRENT LIABILITIES                                 8,748,178   6,454,659  
                                                                                             
                                                                                             
                                                                                             
CREDITORS: Amounts falling due after more than                        (2,705,140) (1,489,302)
one year                                                                                     
                                                                                             
                                                                                             
                                                                                             
PROVISIONS FOR LIABILITIES                                            (1,261,492) (330,592)  
                                                                                             
                                                                      ---------   ---------  
                                                                                             
NET ASSETS                                                            4,781,546   4,634,765  
                                                                                             
                                                                      ---------   ---------  
                                                                                             
CAPITAL AND RESERVES                                                                         
                                                                                             
Called up share capital                                   10          1,423,644   1,381,442  
                                                                                             
Share premium account                                     10          3,038,644   2,977,933  
                                                                                             
Merger reserve                                            10            105,011     105,011    
                                                                                             
Reserve for own shares                                    10           (103,376)    (67,497)   
                                                                                             
Reserve for share based payments                          10            104,182      54,448     
                                                                                             
Profit and loss account                                   10            185,403     156,391    
                                                                                             
                                                                      ---------   ---------  
                                                                                             
SHAREHOLDERS' FUNDS                                                   4,753,508   4,607,728  
                                                                                                                        
Minority Interest                                                        28,038      27,037     
                                                                                             
                                                                      ---------   ---------  
                                                                                             
                                                                      4,781,546   4,634,765  
                                                                                             
                                                                      ---------   ---------  
                                                                                           
                                                                    
                                                                                     
                                                                       
                                                                                     
Consolidated Cash Flow Statement 30 November 2007                                    

 
                                                                     2007        2006       
                                                        Notes           �           �          
                                                                                            
                                                                                            
                                                                                            
Net cash flow from operating                             11a         1,365,000    511,087    
activities                                                                                  
                                                                                            
                                                                                            
                                                                                            
Returns on investments and servicing                     11b           (27,856)    (11,769)   
of finance                                                                                  
                                                                                            
                                                                                            
                                                                                            
Taxation                                                                (4,080)    (84,582)   
                                                                                            
                                                                                            
                                                                                            
Capital expenditure and financial                        11b         (233,573)   (226,815)  
investment                                                                                  
                                                                                            
                                                                     ---------   ---------  
                                                                                            
Cash inflow before acquisitions and                                  1,099,491   187,921    
financing                                                                                   
                                                                                            
                                                                                            
                                                                                            
Acquisitions                                             11b         (2,812,425) (1,955,138)
                                                                                            
                                                                                            
                                                                     ---------   ---------  
                                                                                            
Cash outflow before financing                                        (1,712,934) (1,767,217)
                                                                                            
                                                                                            
                                                                                            
Financing                                                11b         1,353,665   2,362,008  
                                                                                            
                                                                     ---------   ---------  
                                                                                            
(DECREASE)/INCREASE IN CASH IN THE                                   (359,269)   594,791    
YEAR                                                                                        
                                                                                            
                                                                     ---------   ---------  
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET (DEBT) / FUNDS                           
                                                                     2007        2006       
                                                                     �           �          
                                                                                            
                                                                                            
                                                                                            
(Decrease)/increase in cash in the                                   (359,269)   594,791    
year                                                                                        
                                                                                            
Cash outflow from movement in lease                                    41,987     37,439     
financing                                                                                   
                                                                                            
Cash inflow from increase in loans                                   (1,329,531) (650,000)  
                                                                                            
                                                                     ---------   ---------  
                                                                                            
MOVEMENTS IN NET FUNDS IN THE YEAR                                   (1,646,813) (17,770)   
                                                                                            
                                                                                            
                                                                                            
NET FUNDS AT 1 DECEMBER 2006                                           716,852     734,622    
                                                                                            
                                                                     ---------   ---------  
                                                                                            
NET (DEBT) / FUNDS AT 30 NOVEMBER 2007                   11c         (929,961)   716,852    
                                                                                            
                                                                     ---------   ---------  
                                                                                            

 
                                                                                     
                                                                                     
                                                                                     
                                                                                     
Notes to the Consolidated Financial Statements                                       
                                                                                     
For the year ended 30 November 2007                                                  

 

1 BASIS OF ACCOUNTING

 

The announcement was approved by the Board of directors on 20 February 2008. The
preliminary results for the year ended 30 November 2007 are unaudited. The
financial information set out in the announcement does not constitute the
Company's statutory accounts for the years ended 30 November 2007 or 30 November
2006. The financial information for the year ended 30 November 2006 is derived
from the statutory accounts for that year, which have been delivered to the
Registrar of Companies. The auditors reported on those accounts and their report
was unqualified. Accounting policies remain consistent with those used in the
financial statements for the year ended 30 November 2006 except as disclosed
below.

 

The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards. One change from the
prior year's policies is the adoption of 'FRS20 - Accounting for Share-Based
Payments', the impact of which is a cost of �49,734 (2006: �19,140, net of the
reversal of a �14,000 charge previously recognised under "UITF 17 - Employee
share schemes"). In addition a charge of �21,308 was posted to the profit and
loss account at 30 November 2005 to restate the brought forward position. A
second change is the adoption of "UITF 25 - National Insurance contributions on
share option gains", the impact of which has been to accrue for �120,196 against
the profit and loss account at 30 November 2005 and post against this accrual a
cost of �30,240 in the year following an exercise of warrants.

 

2 TURNOVER AND SEGMENTAL ANALYSIS

 

The Group's turnover and profit on ordinary activities before taxation were all
derived from its principal activity. An analysis of sales by destination in the
following geographical markets is as follows:

 
                                                              2007       2006      
                                                              �          �         
                                                                                   
                                                                                   
United Kingdom                                                10,618,421 8,434,816 
Rest of Europe                                                   773,067    381,107   
Rest of the World                                             2,116,073  1,896,510 
                                                              ---------  --------- 
                                                              13,507,561 10,712,433
                                                              ---------  --------- 

 
                                               Profit on ordinary                       
Analysis by class of                       activities before taxation                   
business                   Turnover          and minority interests       Net assets    
                     2007       2006       2007       2006        2007        2006      
                                                      (restated)              (restated)
                     �          �          �                    � �           �         
                                                                                        
                                                                                        
Public Sector        8,678,152  6,579,833  683,899    335,277     2,030,501   1,893,585 
Sport Sector         4,829,409  4,132,600  385,617    472,467     3,288,979   3,189,033 
Group overheads      -          -          (883,759)  (611,337)   (537,934)   (447,853) 
                                                                                        
                                                                                        
                     ---------  ---------  ---------  ---------   ---------   --------- 
                     13,507,561 10,712,433 185,757    196,407     4,781,546   4,634,765 
                     ---------  ---------  ---------  ---------   ---------   --------- 

 

3 EXCEPTIONAL COSTS

 

The exceptional costs relate to the costs of a fundamental reorganisation of the
business as described in the annual report for the year ended 30 November 2006.
This resulted in a significant change in management responsibilities and a
restructure of the businesses into four subsidiaries matching the Group's major
business units. The costs associated with this included some redundancy and
legal and financial assistance. These were all considered to be allowable
expenses for corporation tax and thus have been treated as reducing the Group's
charge in the year at 30% of their value.

 
                                                                                     
                                                                                     
                                                                                     
                                                                                     
Notes to the Consolidated Financial Statements - continued                           
                                                                                     
For the year ended 30 November 2007                                                  

 

4 INTEREST RECEIVABLE AND PAYABLE

 
Receivable                                                    2007       2006      
                                                              �          �         
                                                                                   
                                                                                   
Bank interest                                                 32,784     28,003    
                                                              ---------  --------- 

 
Payable                                                       2007       2006      
                                                              �          �         
                                                                                   
                                                                                   
Bank loans and overdrafts                                     56,306     36,440    
Finance lease interest                                        4,334      2,481     
Unwinding of discount on preference shares and provisions     76,023     26,041    
                                                              ---------  --------- 
                                                              136,663    64,962    
                                                              ---------  --------- 

 

5 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

 
                                                              2007       2006      
                                                                         (restated)
                                                                                   
                                                              �          �         
                                                                                   
                                                                                   
Profit on ordinary activities before taxation is stated after                      
charging:                                                                          
Depreciation and amounts written off tangible fixed assets                         
- owned assets                                                107,678     62,185    
- leased assets                                                33,453     45,225    
Amortisation of intangible fixed assets                       938,806    704,003   
Operating lease rentals:                                                           
Land and buildings                                            133,740     91,200    
Share based payment costs                                      49,734     33,140    
Loss on foreign exchange                                       20,845     12,005    
                                                              ---------  --------- 

 

Amounts payable to Baker Tilly or Baker Tilly UK Audit LLP and their associates
in respect of both audit and non-audit services are as follows:
                                                              2007       2006      
                                                              �          �         
                                                                                   
                                                                                   
Fees payable to the company's auditor for the audit of the    37,500     35,000    
company's annual accounts                                                          
Fees payable to the company's auditor and its associates for                       
other services:                                                                    
- the audit of the company's subsidiaries pursuant to         22,500     18,000    
legislation                                                                        
- other services relating to taxation                         25,000     57,550    
- services relating to corporate finance transactions                              
involving the company or its subsidiaries                     25,000     19,000                                     
- other services                                              14,000     32,317    
                                                            ---------  --------- 

                                     
                                                                                     
                                                                                     
                                                                                     
Notes to the Consolidated Financial Statements - continued                           
                                                                                     
For the year ended 30 November 2007                                                  

 

6 EMPLOYEES

 
                                                              2007       2006      
                                                              No         No        
                                                                                   
                                                                                   
The average monthly number of persons (including directors)                        
employed by the Group during the year was                                          
- Sales and marketing                                         30         29        
- Content and production                                      30         33        
- Administration and management                               47         36        
                                                              ---------  --------- 
                                                              107        98        
                                                              ---------  --------- 

 
                                                              2007       2006      
                                                                         (restated)
                                                                                   
                                                              �          �         
                                                                                   
                                                                                   
Staff costs for the above persons:                                                 
- Wages and salaries                                          3,022,057  2,682,217 
- Social security costs                                         352,647    283,512   
- Pension costs                                                  34,535      5,564     
- Equity-settled share-based payments and related costs          49,734     33,140    
                                                              ---------  --------- 
                                                              3,458,973  3,004,433 
                                                              ---------  --------- 

 

7 TAXATION

 
                                                              2007       2006      
                                                              �          �         
                                                                                   
Current tax:                                                                       
UK corporation tax on profits of the period                   915        110,063   
                                                              ---------  --------- 
Total current tax                                             915        110,063   
                                                              ---------  --------- 
                                                                                   
Deferred taxation:                                                                 
Effect of decreased tax rate on opening assets                48,326     -         
Origination and reversal of timing differences                101,407    (182,674) 
                                                              ---------  --------- 
                                                              149,733    (182,674) 
                                                              ---------  --------- 
                                                                                   
Tax on profit on ordinary activities                          150,648    (72,611)  
                                                              ---------  ---------                       
                                                                                     
                                                                                     
                                                                                     
Notes to the Consolidated Financial Statements - continued                           
                                                                                     
For the year ended 30 November 2007                                                  

 

7 TAXATION (continued)

 
Factors affecting tax charge for the period                   2007       2006      
                                                                         (restated)
                                                                                   
                                                              �          �         
                                                                                   
The tax assessed for the period differs from the standard                          
rate of corporation tax in the UK. The differences are                             
explained below:                                                                   
                                                                                   
Profit on ordinary activities before tax                      185, 757   196,407   
                                                              ---------  --------- 
Profit on ordinary activities multiplies by the standard rate                      
of corporation tax in the UK of 30% (2006 - 30%)              55,727      58,922    
                                                                             
Effect of:                                                                         
Expenses not deductible for tax purposes                      34,869      87,115    
Amortisation of intangible fixed asset                        264,414    213,047   
Capital allowances in arrears / (excess) of depreciation      (6,667)    (33,080)  
Share based payments                                           14,920      5,742     
Tax relief on share options and warrants exercised            (109,191)   -         
Other timing differences                                       (14,310)   -         
Utilisation of tax losses                                     (239,931)  (214,372) 
Small companies relief                                          (2,050)    (7,311)   
Over provision in prior year                                     3,134    -         
                                                              ---------  --------- 
Current tax charge for the period                                  915   110,063   
                                                              ---------  --------- 

 

There are accumulated losses of �12.7 million (2006: �10.3 million) which,
subject to agreement with the HM Revenue & Customs, are available to offset
future profits of the same trade. A deferred tax asset of �730,623 (2006:
�729,297) has been recognised on the balance sheet representing losses which are
expected to be utilised in the foreseeable future.

 

8 EARNINGS PER ORDINARY SHARE

 

The calculation of earnings per ordinary share is based on the following:

 
                               Weighted    2007                   Weighted    2006      
                               average     Earnings               average     Earnings  
                     Earnings  number of   per share  Earnings    number of   per share 
                               shares                             shares                
                                                      (restated)              (restated)
                     �                     p                    �             p         
                                                                                        
                                                                                        
                                                                                        
Earnings per share   29,012    140,982,634 0.02p      241,981     126,251,152 0.19p     
                                                                                        
                                                                                        
Adjustment in                                                                           
respect of SIP                                                                          
Shares               -         (1,228,046) 0.00p      -           (992,783)   0.00p     
                     --------- ---------   ---------  ---------   ---------   --------- 
Basic earnings per   29,012    139,754,588 0.02p      241,981     125,258,369 0.19p     
share                                                                                   
                                                                                        
Dilutive effect of                                                                      
share options        -         7,790,729   0.00p      -           14,066,599  (0.02p)   
                                                            
Dilutive effect of   -         8,602,869   0.00p      -           10,089,713  (0.01p)   
warrants                                                                                
                                                                                        
                     --------- ----------  ---------  ---------   ----------  --------- 
Diluted earnings per 29,012    156,148,186 0.02p      241,981     149,414,681 0.16p     
share                                                                                   
                     --------- ----------  ---------  ---------   ----------  --------- 
                                                                                        
                                                                                        

 
                                                                                     
                                                                                     
                                                                                     
                                                                                     
Notes to the Consolidated Financial Statements - continued                           
                                                                                     
For the year ended 30 November 2007                                                  

 

9 INTANGIBLE FIXED ASSETS

 
                                                      Goodwill    Magazines  Total     
                                                      �           �          �         
                                                                                       
                                                                                       
                                                                                       
Cost                                                                                   
1 December 2006                                       7,821,042   50,000     7,871,042 
Additions                                             5,686,363   -          5,686,363 
                                                      ---------   ---------  --------- 
30 November 2007                                      13,507,405  50,000     13,557,405
                                                      ---------   ---------  --------- 
                                                                                       
                                                                                       
Amortisation                                                                           
1 December 2006                                       1,698,299   50,000     1,748,299 
Charged in the year                                   938,806     -          938,806   
                                                      ---------   ---------  --------- 
30 November 2007                                      2,637,105   50,000     2,687,105 
                                                      ---------   ---------  --------- 
Net book value                                                                         
30 November 2007                                      10,870,300  -          10,870,300
                                                                                       
                                                      ---------   ---------- --------- 
                                                                                       
30 November 2006                                      6,122,743   -          6,122,743 
                                                      ---------   ---------- --------- 

 

The additions to the Group in the year relate to four current year acquisitions
as detailed below and �246,032 on prior year acquisitions, relating to fair
value adjustments.

 

The current year additions to the Group comprise:
Acquisition                   Percentage of      Goodwill Consideration Consideration
                               issued share    arising on          paid    payable in
                                    capital   acquisition                        2008
                                  purchased                                          
                                                        �             �             �
                                                                                     
ArkSports Limited                      100%       144,324       144,626             -
Smallwood Publishing                   100%       180,054       189,717        12,500
Limited                                                                              
Speechmark Publishing                  100%     1,985,878     1,464,656       654,125
Limited                                                                              
MyChild Limited                       50.1%     3,130,075       609,134       512,500
                                                                                     
                                                ---------     ---------     ---------
                                                5,440,331     2,408,133     1,179,125
                                                ---------     ---------     ---------

 

The consideration payable in 2008 is deferred except for that on Smallwood
Publishing Limited where the maximum payable is �75,000.

 

 
                                                                                     
                                                                                     
                                                                                     
                                                                                     
Notes to the Consolidated Financial Statements - continued                           
                                                                                     
For the year ended 30 November 2007                                                  

 

10 CAPITAL AND RESERVES
                                             Reserve   Reserve Profit and          
                           Share    Merger                 for       Loss          
             Share       premium   reserve   for own              account Total    
                                                         Share                     
             Capital                          shares     Based                     
                                                                                   
                                                      Payments                     
GROUP        �         �         �         �         �         �          �        
                                                                                   
30 November                                                                        
2006 as                                                                            
previously                                                                         
stated                                                                             
             1,381,442 2,977,933 105,011   (53,497)  -         317,035    4,727,924
Prior year                                                                         
adjustments* -         -         -         (14,000)  54,448    (160,644)  (120,196)
                                                                      
             --------- --------- --------- --------- --------- ---------  ---------
1 December                                                                         
2006 as                                                                            
restated     1,381,442 2,977,933 105,011   (67,497)  54,448    156,391    4,607,728
Share issues 42,202    60,711    -         -         -         -          102,913  
Share issue  -         -         -         -         -         -          -        
costs                                                                              
Purchase of  -         -         -         (35,879)  -         -          (35,879) 
shares                                                                             
Share based                                                                        
payment                                                                            
costs        -         -         -         -         49,734    -          49,734   
Profit for   -         -         -         -         -         29,012     29,012   
the year                                                                           
             --------- --------- --------- --------- --------- ---------  ---------
30 November                                                                        
2007                                                                               
             1,423,644 3,038,644 105,011   (103,376) 104,182   185,403    4,753,508
             --------- --------- --------- --------- --------- ---------- ---------

 

* One prior period adjustment relates to the adoption of 'FRS20 - Accounting for
Share-Based Payments'. The impact on 2006 is a reduction in profits of �19,140,
net of the reversal of a �14,000 charge previously recognised under 'UITF 17 -
Employee share schemes'. In addition a charge of �21,308 was posted to the
brought forward balances at 30 November 2005 to restate that balance. A second
adjustment is the adoption of "UITF 25 - National Insurance contributions on
share option gains" which has accrued �120,196 against the profit and loss
account at 30 November 2005.

 

11 CASH FLOWS

 

a Reconciliation of operating profit to net cash inflow from operating
activities
                                                              2007       2006      
                                                                         (restated)
                                                                                   
                                                              �          �         
                                                                                   
                                                                                   
Operating profit                                              392,320    233,366   
Exceptional costs                                             (102,684)  -         
Amortisation                                                  938,806    704,003   
Depreciation                                                  141,131    107,410   
Decrease in stocks                                            (15,688)   (90,086)  
Increase in debtors                                           (597,809)  (626,481) 
Increase in creditors                                         559,190    149,735   
Movement in share based payment reserve                       49,734     33,140    
                                                              ---------  --------- 
Net cash inflow from operating activities                     1,365,000  511,087   
                                                              ---------  --------- 

 

b Analysis of cash flows for headings netted in the cash flow statement
                                                              2007       2006      
                                                              �          �         
                                                                                   
Returns on investments and servicing of finance                                    
                                                                                   
Interest received                                             32,784     28,003    
Bank interest paid                                            (56,306)   (37,291)  
Interest element of finance lease rental payments             (4,334)    (2,481)   
                                                              ---------  --------- 
Net cash outflow from returns on investments and servicing of (27,856)   (11,769)  
finance                                                                            
                                                                                   
                                                              ---------  --------- 

 

 
                                                                                     
                                                                                     
                                                                                     
                                                                                     
Notes to the Consolidated Financial Statements - continued                           
                                                                                     
For the year ended 30 November 2007                                                  

 

11 CASH FLOWS (continued)

 

b Analysis of cash flows for headings netted in the cash flow statement
(continued)

 
                                                              2007       2006      
                                                              �          �         
                                                                                   
Returns on investments and servicing of finance                                    
                                                                                   
Interest received                                             32,784     28,003    
Bank interest paid                                            (56,306)   (37,291)  
Interest element of finance lease rental payments             (4,334)    (2,481)   
                                                              ---------  --------- 
Net cash outflow from returns on investments and servicing of (27,856)   (11,769)  
finance                                                                                                                 
                                                              ---------  --------- 

 
Capital expenditure and financial investment                                       
                                                                                   
Purchase of tangible fixed assets                             (233,573)  (226,815) 
                                                              ---------  --------- 

 
Acquisitions                                                                         
                                                                                     
Purchase of subsidiary undertakings                           (2,498,673) (2,130,930)
Purchase of unincorporated businesses                         -           (86,624)   
Payment of deferred / contingent consideration on             (254,592)   -          
acquisitions                                                                         
(Bank overdraft) / cash acquired with subsidiary undertakings (59,160)    262,416    
                                                              ---------   ---------  
Net cash outflow from acquisitions                            (2,812,425) (1,955,138)
                                                                                     
                                                              ---------   ---------  

 
Financing                                                                          
                                                                                   
Issue of share capital                                        102,000    1,900,000 
Share issue costs                                             -          (107,265) 
Cash inflow from long term bank loan                          1,500,000  750,000   
Repayment of long term loans                                  (170,469)  (100,000) 
Capital element of finance lease rental payments              (41,987)   (37,439)  
Purchase of own shares                                        (35,879)   (43,288)  
                                                              ---------  --------- 
Net cash inflow from financing                                1,353,665  2,362,008 
                                                                                   
                                                              ---------  --------- 

 

c Analysis of funds

 
                                                 At 1                  Other       At 30
                                             December               non-cash    November
                                                 2006   Cash flow    charges        2007
                                           �          �           �          �          
                                                                                        
                                                                                        
Cash at bank and in hand                   1,475,468  (359,269)   -          1,116,199  
                                           ---------  ---------   ---------  ---------  
Cash                                       1,475,468  (359,269)   -          1,116,199  
                                           ---------  ---------   ---------  ---------  
                                                                                        
Loans due within one year                  (150,000)  170,469     (200,911)  (180,442)  
Finance leases due within one              (38,463)   41,987      (41,923)   (38,399)   
year                                                                                    
                                           ---------  ---------   ---------  ---------  
Debt due within one year                   (188,463)  212,456     (242,834)  (218,841)  
                                           ---------  ---------   ---------  ---------  
                                                                                        
Loans due after one year                   (500,000)  (1,500,000) 200,911    (1,799,089)
Finance leases due after one               (70,153)   -           41,923     (28,230)   
year                                                                                    
                                           ---------  ---------   ---------  ---------  
Debt due after one year                    (570,153)  (1,500,000) 242,834    (1,827,319)
                                           ---------  ---------   ---------  ---------  
Net funds / (debt)                         716,852    (1,646,813) -          (929,961)  
                                           ---------  ---------   ---------  ---------  

 



                      This information is provided by RNS
            The company news service from the London Stock Exchange

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