TIDMELE
RNS Number : 3119K
Electric Word PLC
17 August 2012
17 August 2012
ELECTRIC WORD PLC
Interim Results to 31 May 2012
Electric Word, the specialist information publisher, announced
today interim results for the six months ended 31 May 2012 and
plans to raise funds for additional investment through a Firm
Placing and Open Offer.
Financial Headlines
-- Revenue of GBP7.7m flat on prior year, with 2011
restructuring reducing activity in the Education division
compensated by growth in Health and Sport & Gaming
-- Education division returns to profit* from continuing
activities with GBP0.1m profit (2011: GBP0.1m loss), from 2011
restructuring and improved event bookings
-- Adjusted profit before tax* of GBP0.4m (May 2011: GBP0.5m)
through a period of much investment and development across all
three divisions
-- Net debt remains at GBP1.7m (May 2011: GBP1.7m)
-- GBP1.2m net Firm Placing to fund accelerated development and enhance value
-- Open Offer to allow existing shareholders to subscribe for
shares at the same price as the Firm Placing
* Adjusted numbers (note 3) exclude amortisation and impairment
of goodwill and intangible assets, acquisition-related and
restructuring costs, and share based payment costs, as well as the
tax impact of those adjusting items and any non-cash tax credits
and charges (which relate to movements on deferred tax such as the
use of tax losses or tax credits from recognition of tax
losses).
Net debt (note 7) includes bank cash, overdrafts and loans, and
deferred and contingent consideration.
Operational Headlines
-- Education division: successfully launched online subscription
service for schools offering regulatory information, case studies
and advice across many different staff roles; investment now in
selling and marketing the new service
-- Health division: maintains revenue despite significant change
both in the sector and products; investment now in marketing with
substantial online development starting
-- Sport & Gaming division: launched new sponsorship deals
data product; further investment in media rights and gaming
-- Proposed accelerated investment in the second half of the year
-- Opportunities for organic growth in all sectors
Julian Turner, Chief Executive of Electric Word, commented:
"We are engaged in a programme of investment to create
businesses of lasting value in each of our markets. We have
continued this programme despite the difficult trading conditions
that we have faced in public sector markets because we see new
opportunity in the structural changes that are taking place. While
the turbulence is likely to continue for some time, particularly in
the Health sector, we are taking the opportunity to build products
and market positions to deliver future growth. The additional funds
raised will allow us to accelerate that process as we seek to
deliver significant increases in value across all three divisions
in the coming years."
Financial summary (GBP'000) 2012 2011 Percentage 2011
6 months 6 months change 12 months
---------------------------------- ---------- ---------- ----------- -----------
Revenue 7,730 7,713 -% 15,123
---------------------------------- ---------- ---------- ----------- -----------
Gross Profit 3,803 3,578 +6% 7,400
---------------------------------- ---------- ---------- ----------- -----------
Adjusted EBITDA* 528 622 -15% 1,594
---------------------------------- ---------- ---------- ----------- -----------
Depreciation (65) (58) (115)
---------------------------------- ---------- ---------- ----------- -----------
Adjusted EBITA* 463 564 -18% 1,479
---------------------------------- ---------- ---------- ----------- -----------
Adjusted profit before
tax* 422 527 -20% 1,388
---------------------------------- ---------- ---------- ----------- -----------
Less: amortisation and
impairment (526) (555) (4,708)
---------------------------------- ---------- ---------- ----------- -----------
Less: acquisition-related
and restructuring costs 238 (143) (1,295)
---------------------------------- ---------- ---------- ----------- -----------
Less: share based payment
charges (82) (212) (69)
---------------------------------- ---------- ---------- ----------- -----------
Profit / (loss) before
tax (PBT) 52 (383) +114% (4,684)
---------------------------------- ---------- ---------- ----------- -----------
Diluted earnings per share 0.01p (0.09)p +111% (1.52)p
---------------------------------- ---------- ---------- ----------- -----------
Adjusted earnings per
share* 0.07p 0.15p -53% 0.24p
---------------------------------- ---------- ---------- ----------- -----------
Cash generated by operations
before interest and tax 67 142 693
---------------------------------- ---------- ---------- ----------- -----------
Cash balance (net of overdrafts) 25 592 305
---------------------------------- ---------- ---------- ----------- -----------
Purchases of PP&E, web
and software assets 233 145 526
---------------------------------- ---------- ---------- ----------- -----------
Net debt (1,724) (1,743) (1,752)
---------------------------------- ---------- ---------- ----------- -----------
* Adjusted numbers (note 3) exclude amortisation and impairment
of goodwill and intangible assets, acquisition-related and
restructuring costs, and share based payment costs, as well as the
tax impact of those adjusting items and any non-cash tax credits
and charges (which relate to movements on deferred tax such as the
use of tax losses or tax credits from recognition of tax
losses).
Net debt (note 7) includes bank cash, overdrafts and loans, and
deferred and contingent consideration.
ENDS
Julian Turner, Chief Executive, Electric Word 020 7954 3470
Andrew Potts, Panmure Gordon 020 7459 3600
Charles Palmer / Clare Thomas, FTI Consulting 020 7831 3113
Notes to Editors
Electric Word plc is a specialist media company supporting
professional education, compliance and management through a wide
range of digital, paper and live formats to three market-facing
divisions:
-- Education: provides school management and professional
development information through an online subscription service
supplemented by conferences and training products.
-- Health: provides professional education and training products
for doctors, healthcare managers, speech therapists, elderly care
professionals, and other health professionals as well as HR
management and training compliance software.
-- Sport & Gaming: is an international provider of insight,
data and analysis to professionals in both the business of sport
(working in governing bodies, the media, sports marketing,
sponsorship, and club and event management) and the online gaming
industry (serving both the industry itself and its marketing
affiliates).
The range of products and services offered to communities within
these divisions include subscription websites, journals, magazines,
events, training, books, special reports and bespoke research, and
consultancy; with a concentration on activities with potential for
higher margins and greater scale, such as site-level subscriptions
and other services, consultancy and events.
The Group's aim is to support its customers in achieving their
key commercial and professional objectives through higher-value
advice, compliance reporting, professional development and
decision-critical data. The Group aims to achieve this by employing
teams immersed in their sectors that understand the challenges
within those sectors and their customers' key requirements through
close relationships.
In the six months to 31 May 2012, 63% (2011: 60%) of revenue
came from selling content, including 24% (2011: 23%) from
subscription revenue, and 37% (2011: 40%) from selling access to
communities within the three divisions.
Group revenue mix 2012 2011 2011
(GBP'000)
6 months 6 months 12 months
-------------------------- ---------- ----- ---------- ----- ----------- -----
Live 2,107 27% 1,933 25% 3,670 24%
-------------------------- ---------- ----- ---------- ----- ----------- -----
Publishing - online
/ mixed 1,658 21% 729 10% 3,728 25%
-------------------------- ---------- ----- ---------- ----- ----------- -----
Publishing - pure
print 3,051 40% 4,015 52% 6,033 40%
-------------------------- ---------- ----- ---------- ----- ----------- -----
Other - commerce/bespoke 914 12% 1,036 13% 1,693 11%
-------------------------- ---------- ----- ---------- ----- ----------- -----
7,730 100% 7,713 100% 15,123 100%
-------------------------- ---------- ----- ---------- ----- ----------- -----
In the period the Group launched its online service for its
Education subscription base, which significantly enhances the
previous print periodical offerings.
Electric Word plc
INTERIM RESULTS TO 31 May 2012
Chairman's and Chief Executive's Statement
Each of the Group's three divisions has made progress in
developing its businesses despite what continues to be a
challenging economic backdrop, particularly in the public sector
markets.
The Education division has returned to profit* in the period
(excluding the disposed of consumer arm) through stronger event
bookings since quarter 4 last year and from the restructuring work
last year improving margins and removing loss making products. This
is achieved despite investment in development and sales of its
online subscription service for managers in schools, which was
successfully launched on schedule in January. The Optimus
subscription service is supplemented by its well-established live
events and new self-delivered training products to provide a broad
range of school management and professional development
resources.
The Health division has increased revenues on an organic basis
despite a period of great uncertainty and change throughout the
sector. Profits were reduced in the six months to May 2012 compared
to the six months to May 2011, due to a combination of investment
in building this relatively new division (notably in adding a
marketing team) and the transition of Radcliffe Solutions' HR
software products from a single central contract to individual
sales to the Trusts. On the latter, the Board believes that
ultimately this will create additional opportunity and the effect
was known and planned into the long-term development of the
business.
The Sport & Gaming division saw a harder trading environment
during the first half of the year after strong growth in 2011 but
still produced an operating margin* of 22% (six months to May 2011:
27%; six months to November 2011: 28%) while investing in the
launch of a new subscription service for the sponsorship market.
Within the division the gaming and TV Sports Markets areas have
grown profits in this period, but advertising in SportBusiness was
lower.
Total Group 2012 2011 Change on 2011
organic
(GBP'000) Acquired 6 months 6 months comparables 12 months
Total Organic Total Total
----------------- ------- ---------- ---------- ---------- ------------- -----------
Revenue 7,730 273 7,457 7,713 -3% 15,123
----------------- ------- ---------- ---------- ---------- ------------- -----------
Adjusted EBITA* 463 (17) 480 564 -15% 1,479
----------------- ------- ---------- ---------- ---------- ------------- -----------
Margin 6% 6% 7% 10%
----------------- ------- ---------- ---------- ---------- ------------- -----------
Net interest
payable (41) - (41) (37) (91)
----------------- ------- ---------- ---------- ---------- ------------- -----------
Adjusted PBT* 422 (17) 439 527 -17% 1,388
----------------- ------- ---------- ---------- ---------- ------------- -----------
* Adjusted numbers (note 3) exclude amortisation and impairment
of goodwill and intangible assets, acquisition-related and
restructuring costs, and share based payment costs, as well as the
tax impact of those adjusting items and any non-cash tax credits
and charges (which relate to movements on deferred tax such as the
use of tax losses or tax credits from recognition of tax
losses).
EDUCATION division
Continuing operations (GBP'000) 2012 2011 2011
6 months 6 months Change 12 months
--------------------------------- ---------- ---------- -------- -----------
Revenue 2,434 2,849 -15% 5,454
--------------------------------- ---------- ---------- -------- -----------
Adjusted EBITA* 104 (63) +265% 248
--------------------------------- ---------- ---------- -------- -----------
Margin 4% (2)% 5%
--------------------------------- ---------- ---------- -------- -----------
The above results exclude 'The School Run' which was disposed of
for no consideration in April 2012 (note 9). This contributed
revenue of GBP110,000 (31 May 2011: GBP153,000; 30 November 2011:
GBP329,000) and adjusted EBITA* of GBP129,000 loss (31 May 2011:
GBP111,000 loss; 30 November 2011: GBP167,000 loss) before disposal
whilst the Group now receives a licence income calculated as a
percentage of revenue.
In January, the Optimus Education online subscription
information service for schools was launched. This replaces
fourteen role-specific newsletters which were sold to individuals
in the school communities and contained news and case studies.
These were supported in key areas by separately marketed
conferences and books.
The new service continues the news and case studies of the
newsletters and indeed in the near term the newsletters continue to
be printed to support the transition while the new site and the
added value it brings are introduced to the market. The enhanced
service includes areas of frequently updated content, practical
case studies and the opportunity to ask advice from a panel of
experts if the information sought cannot be found on site. Rather
than being role specific, the online service is split into seven
broader areas each engaging several members of the school's senior
team. This allows better sharing of knowledge and, when the seven
are taken together, provides comprehensive support for a school's
key managerial roles including Heads, Deputies, Governors and
middle managers working in special needs, child protection, teacher
education and early years.
Within these subject areas the sites then market other relevant
Optimus resources such as conferences, training resources and books
and allow individual employees of a subscribing school to manage
all of their Optimus products. Training resources were launched in
the period and are a higher priced product than the book products
which were cut in the 2011 restructuring and are perceived as being
a better fit with customer needs.
Customer feedback has been very positive but the migration
process is at the early stage of a journey which is expected to
result in more users per site and, ultimately, higher average
revenues as the benefits of the improved service are
recognised.
The period's lower revenue is due to the reduction in the range
of books following last year's restructuring, but which has seen it
become profitable this period, and the catalogue business which
continues to be hardest hit by squeezed public sector spending. The
profit impact here has been greatly reduced through the warehouse
and fulfilment outsourcing which also formed part of the prior year
restructuring. The catalogue will in future focus on special
educational needs.
With Optimus conferences continuing the stronger performance
seen at the very end of last year, and now delivering higher
profits from fewer events off higher average delegates, the
division has been able to rebuild its products while still
delivering a profit in the period.
HEALTH division
(GBP'000) 2012 2011 Change on 2011
organic
Acquired 6 months 6 months comparables 12 months
Total Organic Total Total
----------------- ------- ---------- ---------- ---------- ------------- -----------
Revenue 2,503 273 2,230 2,198 +1% 4,619
----------------- ------- ---------- ---------- ---------- ------------- -----------
Adjusted EBITA* 241 (17) 258 384 -33% 775
----------------- ------- ---------- ---------- ---------- ------------- -----------
Margin 10% 12% 17% 17%
----------------- ------- ---------- ---------- ---------- ------------- -----------
There are three main strands to the Group's Health division as
well as its original consumer business. Radcliffe Publishing,
acquired in November 2010, provides doctors, medical students and
healthcare managers with professional education and training
products. Speechmark, acquired in October 2007, publishes books and
resources for speech therapists and mental health and elderly care
professionals. Radcliffe Solutions, acquired in April 2011, has
developed HR software to measure and report on compliance and staff
performance within health and social care organisations.
The three businesses have been pulled together to share
knowledge and cross-over opportunities. The current stage is one of
integrating the books publishing businesses, developing new
marketing channels and building data. The increased investment in
staff has reduced profits year on year and the investment will
continue and deepen into a programme of online development as new
digital products evolve and the Group's web development team shifts
focus from the Education division to Health over the course of this
year.
Targeted niche communities are being identified around key
products such as Radcliffe Publishing's journals with a target of
delivering their professional education needs, which will be
provided online in many cases.
Double digit margins have been maintained through this period,
despite static revenues and investment costs. Revenue has declined
in the consumer arm (with limited profit impact) and in the HR
software business, Radcliffe Solutions. This business was
originally built around a centrally funded contract to provide a
system for online appraisals for NHS staff. This contract expired
in March 2012 and the system is now being sold to individual Trusts
along with a separate system for recording and managing staff
training for compliance and insurance risk purposes. Through the
current period of NHS Trust mergers and rationalisation this
process is understandably slow. In the medium term the direct
contracts are expected to offer growth opportunities as the cost
savings and management benefits that the system provides are
recognised through a number of established users, including all
Trusts in Scotland, and with new strategic consultancy services
potentially added. Investment has been and continues to be made to
cover these sales opportunities.
SPORT & GAMING division
(GBP'000) 2012 2011 2011
6 months 6 months Change 12 months
----------------- ---------- ---------- -------- -----------
Revenue 2,683 2,513 +7% 4,721
----------------- ---------- ---------- -------- -----------
Adjusted EBITA* 588 668 -12% 1,338
----------------- ---------- ---------- -------- -----------
Margin 22% 27% 28%
----------------- ---------- ---------- -------- -----------
The division contains three main businesses, all with long-term
growth potential and reasonable scale.
In the online gaming sector organic revenue growth has continued
in both the events and paid information products. To support that,
investment has been made in both the sales team, in the expectation
that it will deliver revenues in future years, and in new products,
with the launch of a North American edition of the business
magazine and planned launches of social gaming events later in the
year. Further opportunities exist and will be evaluated to launch
or expand where possible including consideration of all US
opportunities and further online revenues.
TV Sports Markets operates a high-value online deals analysis
subscription service and a research and consultancy business for
the media rights industry. It has shown strong revenue growth but
much of that has been reinvested in the sales team and building the
consultancy arm. Further revenue growth and higher margins are
expected to follow as yields continue to grow and the subscription
business matures.
In SportBusiness, a similar model is being developed in the area
of sponsorship deals with the launch of the new product earlier in
2012, Sports Marketing Frontiers. As a new subscription business it
will carry an investment cost in this year whilst the SportBusiness
Intelligence consultancy, launched in 2011, is growing. The other
products in this area include Sports Business International
magazine, for professionals working in sport governing bodies,
media and club or event management, in which advertising has been
lower than the previous year, and contract publishing, including
for example a tablet magazine for the sport of fencing.
Central costs
(GBP'000) 2012 2011 2011
6 months 6 months Change 12 months
----------------------- ---------- ---------- -------- -----------
Adjusted EBITA* (341) (314) -9% (715)
----------------------- ---------- ---------- -------- -----------
As % of Group revenue 4% 4% 5%
----------------------- ---------- ---------- -------- -----------
Net interest payable (41) (37) (91)
----------------------- ---------- ---------- -------- -----------
Despite the acquisitions in the previous years, the Group's
central costs continue to represent only 4% of the Group's revenue.
The amount has increased marginally over the previous year with no
significant factors.
FINANCIAL REVIEW
The Group has secured a new term loan with its bank in the
period (note 7), increasing the length of the loan by 30 months but
otherwise on consistent terms.
Outsourcing cash collection to the company fulfilling
warehousing and customer services has reduced cash conversion in
the year while bringing benefits in flexibility and cost.
Otherwise, the underlying cash performance of the Group remains in
line with previous periods.
(GBP'000) 2012 2011 CHANGE
-------------------------------------------- ------ ------ -------
Adjusted EBITA* 463 564
-------------------------------------------- ------ ------ -------
Depreciation 65 58
-------------------------------------------- ------ ------ -------
Adjusted EBITDA* 528 622 -15%
-------------------------------------------- ------ ------ -------
Add back: non-cash acquisition costs 282 -
-------------------------------------------- ------ ------ -------
Increase in inventories (185) (171)
-------------------------------------------- ------ ------ -------
(Increase) / decrease in trade receivables (418) 474
-------------------------------------------- ------ ------ -------
(Increase) / decrease in prepay /
other receivables (381) (223)
-------------------------------------------- ------ ------ -------
(Increase) / decrease in deferred
income (99) 125
-------------------------------------------- ------ ------ -------
Increase / (decrease) in trade payables 159 (534)
-------------------------------------------- ------ ------ -------
Increase / (decrease) in accrual
/ other payables 225 (8)
-------------------------------------------- ------ ------ -------
Cash from adjusted EBITDA* 111 285 -61%
-------------------------------------------- ------ ------ -------
Conversion percentage of adjusted
EBITA* 24% 51%
-------------------------------------------- ------ ------ -------
Trade debt and trade payables decreased by abnormally high
amounts in first half 2011 as both were increased by acquisition
impacts.
The expensed investments will weaken margins in the short term
and reduce cash conversion. The intended placing funds are intended
to cover that working capital deficit and provide for capital
investment as the business continues to develop its products and
markets.
FUND RAISING
The Board believes that the Group's three divisions each contain
publishing assets whose value can be significantly enhanced over
the medium term through an accelerated programme of investment in
the short term. Maximising the potential of each division should
reflect positively on the Group and marry with the focus on growing
shareholder value.
The fundraising (note 11) will enable the Group to accelerate
and extend these investments by providing additional funds to
invest and the working capital appropriate for a period of
significant change and development.
The Company intends to use the funds to: increase web
development capacity; pay for additional content for new digital
products; strengthen senior management; reduce bank debt to improve
terms and flexibility; and for general working capital purposes as
required by this heavy investment programme.
The Company has received credit committee approval from its
Bank, subject to entering into legally binding documentation, to
amend the current facility agreement:
i. to permit the Company to make an accelerated repayment of
GBP250,000 of its existing term loan (previously payable as
GBP125,000 on 1 November both 2012 and 2013); and
ii. to provide the Company with improved banking terms which
will provide the Company with greater financial headroom.
This in turn will enable the Company to accelerate its
investment programme across its three divisions.
The binding agreement with the Bank will be conditional on the
Firm Placing becoming unconditional in all respects. The
fundraising is conditional on, amongst other things, a binding
agreement being entered into with the Bank and the Directors
anticipate this being in place prior to the General Meeting
(details of which are set out in note 11).
Current Trading and Prospects
Current trading is in line with the Board's expectations but
will be impacted by its plans to accelerate its programme of
investment through the rest of the year. This takes place against a
background that includes a number of short term risks and
opportunities. The migration online of the Education subscriptions
business is a significant change and will take time to become
established. In the Health division, the customers for Radcliffe
Solutions' HR software business are going through considerable and
rapid change. Both offer great opportunity in the medium term but
with short term variables. At the same time, the Group is building
on its previous investment in a new online publishing system to
develop new digital products in the Health and Sport & Gaming
divisions, with the objective of adding to the long-term value of
those businesses.
The equity fundraising announced with these results will allow
the business the scope and capital to speed up these investments to
take full advantage of the Group's opportunities over the next
three years. This will have a short term adverse impact on
profitability but is expected to leave the businesses in a much
stronger position in the medium term.
Peter Rigby Chairman
Julian Turner Chief Executive
Electric Word plc
CONSOLIDATED INCOME STATEMENT
For the six months ended 31 May 2012 - unaudited
Six months Six months Year
ended ended ended
31 May 31 May 30 November
2012 2011 2011
Note GBP'000 GBP'000 GBP'000
-------------------- ------------------------ ------ ---------- ---------- ------------
REVENUE 2 7,730 7,713 15,123
Cost of sales - direct costs (2,978) (2,723) (5,293)
Cost of sales - marketing expense (949) (1,412) (2,430)
---------------------------------------------- ------ ---------- ---------- ------------
Gross profit 3,803 3,578 7,400
Other operating expenses (3,357) (3,168) (5,875)
Restructuring expense (44) - (1,259)
Acquisition-related costs 282 (143) (36)
Depreciation expense (65) (58) (115)
Amortisation expense (494) (443) (957)
Impairment charges and reduction
to goodwill 3 (32) (112) (3,751)
---------- ---------- ------------
Total administrative expenses (3,710) (3,924) (11,993)
OPERATING PROFIT / (LOSS) 2, 3 93 (346) (4,593)
Finance costs (41) (38) (92)
Finance income - 1 1
PROFIT / (LOSS) BEFORE TAX 3 52 (383) (4,684)
Taxation 4 86 197 245
PROFIT / (LOSS) FOR THE PERIOD 138 (186) (4,439)
Attributable to:
* Equity holders of the parent 3, 8 39 (284) (4,551)
* Non-controlling interest 99 98 112
---------------------------------------------- ------ ---------- ---------- ------------
138 (186) (4,439)
EARNINGS / (LOSS) PER SHARE 6
Basic 0.01p (0.10)p (1.53)p
Diluted 0.01p (0.09)p (1.52)p
The result for the period arises from the Group's continuing
operations (note 9).
Electric Word plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period ended 31 May 2012 - unaudited
Six months Six months Year
ended ended ended
31 May 31 May 30 November
2012 2011 2011
Note GBP'000 GBP'000 GBP'000
------------------------------------------- ------ ---------- ---------- ------------
Profit / (loss) for the period 138 (186) (4,439)
TOTAL COMPREHENSIVE INCOME /
(LOSS) FOR THE PERIOD 138 (186) (4,439)
Attributable
to:
* Equity holders of the parent 8 39 (284) (4,551)
* Non-controlling interest 99 98 112
138 (186) (4,439)
Electric Word plc
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period ended 31 May 2012 - unaudited
Other
Share reserves Reserve Non-
Share premium (note for own Retained controlling Total
capital account 8) shares earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------- --------- ---------- --------- ---------- ---------- ------------- ---------
At 30 November
2010 2,987 7,061 105 (123) 1,088 11,118 114 11,232
Total comprehensive
income - - - - (284) (284) 98 (186)
Tax taken
directly to
equity - - - - 38 38 - 38
--------------------- --------- --------- ---------- --------- ---------- ---------- ------------- ---------
2,987 7,061 105 (123) 842 10,872 212 11,084
Dividend paid
by subsidiary - - - - - (93) (93)
Share issues 2 - - - - 2 - 2
Share based
payments - - - - 212 212 - 212
--------------------- --------- --------- ---------- --------- ---------- ---------- ------------- ---------
At 31 May
2011 2,989 7,061 105 (123) 1,054 11,086 119 11,205
Total comprehensive
income - - - - (4,267) (4,267) 14 (4,253)
Tax taken
directly to
equity - - - - (69) (69) - (69)
2,989 7,061 105 (123) (3,282) 6,750 133 6,883
Share issues - - - - - - - -
Share issue
cost - - - - - - - -
Share based
payment costs - - - - (143) (143) - (143)
--------------------- --------- --------- ---------- --------- ---------- ---------- ------------- ---------
At 30 November
2011 2,989 7,061 105 (123) (3,425) 6,607 133 6,740
Total comprehensive
income - - - - 39 39 99 138
Tax taken
directly to
equity - - - - (13) (13) - (13)
2,989 7,061 105 (123) (3,399) 6,633 232 6,865
Share issues - - - - - - - -
Share based
payments - - - - 82 82 - 82
At 31 May
2012 2,989 7,061 105 (123) (3,317) 6,715 232 6,947
===================== ========= ========= ========== ========= ========== ========== ============= =========
Electric Word plc
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 May 2012 - unaudited
31 May 31 May 30 November
2012 2011 2011
Note GBP'000 GBP'000 GBP'000
-------------------------------------------------------- ------- -------- -------- -----------
ASSETS
Non-current assets
Goodwill 9 6,351 9,926 6,383
Other intangible assets 9 3,192 3,723 3,558
Property, plant and equipment 180 235 200
Deferred tax assets 944 809 910
-------------------------------------------------------- ------- -------- -------- -----------
10,667 14,693 11,051
-------------------------------------------------------- ------- -------- -------- -----------
Current Assets
Inventories 1,470 1,934 1,284
Trade and other receivables 3,463 3,081 2,665
Cash and cash equivalents 7 55 592 305
4,988 5,607 4,254
-------------------------------------------------------- ------- -------- -------- -----------
TOTAL ASSETS 15,655 20,300 15,305
======================================================== ======= ======== ======== ===========
EQUITY AND LIABILITIES
Capital and reserves
Called up ordinary share capital 2,989 2,989 2,989
Share premium account 7,061 7,061 7,061
Merger reserve 105 105 105
Reserve for own shares (123) (123) (123)
Retained earnings (3,317) 1,054 (3,425)
-------------------------------------------------------- ------- -------- -------- -----------
Equity attributable to equity holders of the parent 8 6,715 11,086 6,607
Non-controlling interest 232 119 133
-------------------------------------------------------- ------- -------- -------- -----------
TOTAL EQUITY 6,947 11,205 6,740
-------------------------------------------------------- ------- -------- -------- -----------
Non-current liabilities
Borrowings 7 1,000 998 750
Provisions 7 324 962 932
Deferred tax liabilities 585 864 726
1,909 2,824 2,408
-------------------------------------------------------- ------- -------- -------- -----------
Current liabilities
Borrowings 7 155 375 375
Current tax liabilities 102 - 47
Trade payables and other liabilities 3,609 2,870 3,003
Provisions 7 300 - -
Deferred income 2,633 3,026 2,732
6,799 6,271 6,157
-------------------------------------------------------- ------- -------- -------- -----------
TOTAL LIABILITIES 8,708 9,095 8,565
-------------------------------------------------------- ------- -------- -------- -----------
TOTAL EQUITY AND LIABILITIES 15,655 20,300 15,305
======================================================== ======= ======== ======== ===========
These financial statements were approved by the Board of Directors and are authorised for
issue on 17 August 2012.
Electric Word plc
CONSOLIDATED CASH FLOW STATEMENT
For the period ended 31 May 2012 - unaudited
6 months 6 months Year ended
ended ended 30
31 May 31 May November
2012 2011 2011
Note GBP'000 GBP'000 GBP'000
------------------------------------------ ------ -------- --------- ----------
OPERATING ACTIVITIES
Profit / (loss) for the period 138 (186) (4,439)
Taxation (86) (197) (245)
Amortisation & impairment expense,
reduction in goodwill 526 555 4,708
Depreciation 65 58 115
Finance costs 41 38 92
Finance income - (1) (1)
Share based payment charges 82 212 69
Operating cash flows before movements
in working capital 766 479 299
(Increase) / decrease in inventories (186) (171) 428
(Increase) / decrease in receivables (798) 251 612
Increase / (decrease ) in payables 285 (417) (646)
------------------------------------------ ------ -------- --------- ----------
Cash inflow from operating activities
before interest and tax 67 142 693
Interest paid (38) (34) (75)
Taxation paid (47) (180) (305)
Cash (outflow) / inflow from operating
activities (18) (72) 313
------------------------------------------ ------ -------- --------- ----------
investing activities
Acquisition of subsidiaries, net
of cash acquired - (55) (55)
Deferred consideration paid 9 (29) (15) (58)
Purchase of property, plant and
equipment (44) (24) (57)
Purchase of intangible assets (189) (1,171) (1,519)
Interest received - 1 1
Cash outflow from investing activities (262) (1,264) (1,688)
------------------------------------------ ------ -------- --------- ----------
financing activities
Proceeds from issuance of ordinary
shares 8 - 2 2
Proceeds from new borrowings 7 1,125 1,500
Repayments of borrowings 7 (1,125) (127) (1,875)
Payment of dividend to non-controlling
interest - (93) (93)
Cash outflow from financing activities - (218) (466)
------------------------------------------ ------ -------- --------- ----------
Net decrease in cash and cash equivalents (280) (1,554) (1,841)
Cash and cash equivalents at the
beginning of the period 305 2,146 2,146
Cash and cash equivalents at the
end of the period 7 25 592 305
========================================== ====== ======== ========= ==========
1 PRESENTATION OF INTERIM RESULTS
GENERAL INFORMATION
Electric Word plc (the "Company") is a company incorporated in
the United Kingdom. The unaudited condensed set of consolidated
financial statements as at May 2012 and for the six months then
ended comprise those of the Company and its subsidiaries (together
referred to as the "Group").
The information for the six months ended 31 May 2012 and the
comparative information for the six months ended 31 May 2011 are
not audited by the Group's auditors. The comparative figures for
the financial year ended 30 November 2011 are not the company's
statutory accounts for that financial year. Those accounts have
been reported on by the Company's auditors and delivered to the
registrar of companies. The report of the auditors was (i)
unqualified, (ii) did not include a reference to any matters to
which the auditors drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement
under section 498 (2) or (3) of the Companies Act 2006. The
consolidated financial statements of the Group as at and for the
year ended 30 November 2011 are available upon request from the
Company's registered office at 33-41 Dallington Street, London,
EC1V 0BB or at www.electricwordplc.com.
ACCOUNTING POLICIES AND ESTIMATES
The financial statements have been prepared under the historical
cost convention and in accordance with International Financial
Reporting Standards ("IFRS") as adopted for use in the European
Union. The condensed set of consolidated financial statements
included in this interim report has been prepared in accordance
with International Accounting Standards 34 "Interim Financial
Reporting", as adopted by the European Union.
The accounting policies, presentation and methods of
computations applied by the Group in its consolidated financial
statements are consistent with those applied by the Group in its
consolidated financial statements for the year ended 30 November
2011.
The preparation of the condensed set of financial statements
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets and liabilities and income and expense. Actual
results may differ from these estimates.
In preparing these condensed set of consolidated financial
statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that were applied to
the consolidated financial statements as at and for the year ended
30 November 2011.
GOING CONCERN
The Group has a net current liability position as at 31 May 2012
at GBP1,811,000 (31 May 2011: GBP664,000 and 30 November 2011
GBP1,903,000). The directors have prepared Group cash flow
forecasts for the period ending 30 November 2013. These forecasts
indicate that the Group will continue to meet its liabilities and
bank debt requirements as they fall due for the foreseeable future.
The business is currently trading in line with these forecasts. In
the event of forecast trading levels not being met due to a weaker
economic climate than forecast, the directors have the scope to
take further actions, to enable the group to meet its liabilities
as they fall due for the foreseeable future and for it to remain
within its financial covenants. There is long-term financing in
place with the Group's bank debt converted in May 2012 to a term
loan with repayments over the period to May 2017 (note 7). The
Group continues to maintain positive cash flows excluding
acquisition spend. On this basis the directors believe that it
remains appropriate to prepare the financial statements on a going
concern basis.
2 SEGMENTAL INFORMATION
Segmental information is presented in respect of the Group's
business divisions. This format is based on the Group's management
and internal reporting structure, as seen by the Board in its
financial information used in allocating resources and making
strategic decisions.
The format consists of three market sectors and a central
function:
-- Education (E): provides school management and professional development information;
-- Health (H): provides professional education and training
products for doctors and healthcare managers, speech therapists and
mental health and elderly care professionals, and athletes, coaches
and sports injury therapists;
-- Sport & Gaming (S&G): provides insight, data and
analysis to the business communities behind the sport and online
gaming industries, including their marketing affiliates; and
-- Central costs (PLC): the group function represents central
PLC costs which are not directly related to the sector trading and
are not recharged. Finance costs and investment income are also
included here as these are driven by central policy which manages
the cash positions across the Group.
The sector analysis includes the adjusted definition of
operating profit (note 3) to allow shareholders to gain a further
understanding of the trading performance of the Group and is
considered by the Board alongside operating profit and profit
before tax to assess performance and review strategy.
Analysis by Six months ended 31 May 2012 Six months ended 31 May 2011
market sector
E H S&G PLC Total E H S&G PLC Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Revenue 2,544 2,503 2,683 - 7,730 3,002 2,198 2,513 - 7,713
Adjusted operating
profit (note
3) (25) 241 588 (341) 463 (174) 384 668 (314) 564
Share based
payment charges (28) (20) (23) (11) (82) (98) (40) (52) (22) (212)
Restructuring
costs (36) - - (8) (44) - - - - -
Acquisition-related
costs - 282 - - 282 - (101) (42) - (143)
Amortisation
of intangible
assets (178) (71) (192) (53) (494) (214) (51) (141) (37) (443)
Impairment
expense - - (32) - (32) - - (112) - (112)
Operating profit (267) 432 341 (413) 93 (486) 192 321 (373) (346)
Finance costs - - - (41) (41) - - - (38) (38)
Investment
income - - - - - - - - 1 1
Profit before
tax (267) 432 341 (454) 52 (486) 192 321 (410) (383)
===================== ======== ======== ======== ======== ======== ======== ======== ======== ======== ========
2 SEGMENTAL INFORMATION (continued)
Analysis by Year ended 30 November 2011
market sector
E H S&G PLC Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- --- --- --- -------- -------- -------- -------- --------
Revenue 5,783 4,619 4,721 - 15,123
Adjusted operating profit
(note 3) 81 775 1,338 (715) 1,479
Share based payment charges (29) (16) (17) (7) (69)
Restructuring costs (1,048) (112) (5) (94) (1259)
Acquisition-related costs - 11 (47) - (36)
Amortisation of intangible
assets (262) (292) (327) (76) (957)
Impairment expense (3,600) - (151) - (3,751)
Operating profit (4,858) 366 791 (892) (4,593)
- - - (92) (92)
Investment
income - - - 1 1
Profit before
tax (4,858) 366 791 (983) (4,684)
============================================ ======== ======== ======== ======== ========
3 ADJUSTED PROFITS
The adjusted profits have been prepared to allow shareholders to
gain a further understanding of the trading performance of the
Group. Profits are adjusted for items not perceived by management
to be part of the underlying trends in the business and the related
tax effect of those items. The adjustments add back items which
have no cash impact or that are both not trade related and of a
non-recurring type.
Adjusted numbers exclude amortisation and impairment of goodwill
and intangible assets, restructuring and acquisition-related costs
and share based payment costs, and any related tax impact of those,
and non-cash tax charges. Non-cash tax charges relate to movements
on deferred tax such as the use of tax losses and tax credits from
recognition of tax losses.
A reduction to goodwill of GBP32,000 (31 May 2011: GBP112,000
and 30 November 2011 GBP151,000) was booked under IFRS in relation
to the acquisition of DMWSL 370 Limited. The acquired entity
contained substantial unrecognised tax losses which on subsequent
recognition cause a reduction of the goodwill recognised at the
acquisition date.
The restructuring costs in 2012 relate to the disposal of the
trade 'The School Run' (note 9). Costs include the related
professional fees, asset write offs and redundancies where staff
did not transfer across. These restructuring costs were all
considered to be taxable items for corporation tax and thus
attributable tax has been added back in the relevant periods at the
relevant rate (note 4). All other adjusting items do not have a tax
affect on the Group.
Acquisition-related costs in the period reflect a total of
GBP307,000 of credits from reductions in the provisions for
contingent consideration (note 7).
6 months 6 months Year ended
ended ended 30 November
31 May 2012 31 May 2011 2011
GBP'000 GBP'000 GBP'000
-------------------------------------------- ------------ ------------ ------------
Operating profit / (loss) for the
period 93 (346) (4,593)
Amortisation of intangible assets 494 443 957
Impairment charges and reduction
to goodwill 32 112 3,751
Acquisition-related and restructuring
costs (238) 143 1,295
Share based payment charges 82 212 69
-------------------------------------------- ------------ ------------ ------------
Adjusting items to operating profit 370 910 6,072
Adjusted operating profit for the
period 463 564 1,479
Depreciation 65 58 115
-------------------------------------------- ------------ ------------ ------------
Adjusted earnings before interest,
tax, depreciation and amortisation
for the period 528 622 1,594
============================================ ============ ============ ============
Profit / (loss) before tax for the
period 52 (383) (4,684)
Adjusting items to operating profit 370 910 6,072
-------------------------------------------- ------------ ------------ ------------
Adjusting items to profit before
tax 370 910 6,072
Adjusted profit before tax for the
period 422 527 1,388
============================================ ============ ============ ============
Profit / (loss) for the period attributable
to equity holders of the parent 39 (284) (4,551)
Adjusting items to profit before
tax 370 910 6,072
Attributable tax expense on adjusting
items (11) (38) (378)
Exclude movements on deferred tax
assets and liabilities taken to
income statement (188) (127) (418)
-------------------------------------------- ------------ ------------ ------------
Adjusting items to profit for the
year 171 745 5,276
Adjusted profit for the period 210 461 725
============================================ ============ ============ ============
4 TAXATION
6 months 6 months Year ended
ended ended 30 November
31 May 2012 31 May 2011 2011
Notes GBP'000 GBP'000 GBP'000
-------------------------------------- -------- ------------ ------------ ------------
Current tax:
UK corporation tax on profits of
the period (80) (351) 144
Adjustment to prior year - 24 28
Overseas tax suffered - 1 1
------------------------------------------------ ------------ ------------ ------------
Total current tax (80) (326) 173
Deferred taxation:
Origination and reversal of timing
differences (9) 115 (440)
Adjustment to prior year 3 14 22
------------------------------------------------ ------------ ------------ ------------
Total deferred tax (6) 129 (418)
Tax on profit / (loss) for the period (86) (197) (245)
================================================ ============ ============ ============
UK corporation tax is calculated in 2012 at 24.7% as 26% for the
first four months of the financial year and 24% for the remainder
(2011: 26.7% as 28% for the first four months of the financial year
and 26% for the remainder) of the estimated assessable profit for
the year. Taxation for other jurisdictions is calculated at the
rates prevailing in the relevant jurisdictions.
The total tax charge can be reconciled to the accounting profit
as follows:
6 months ended 6 months ended Year ended 30
31 May 2012 31 May 2011 November 2011
GBP'000 % GBP'000 % GBP'000 %
------------------------------- ------- ------- --------- ----- --------- ------
Profit / (loss) before tax 52 (383) (4,684)
------------------------------- ------- ------- --------- ----- --------- ------
Profit on ordinary activities
multiplied by the standard
rate of corporation tax in
the UK of 24.7% (2011: 26.7%) 13 25 (102) 27 (1,250) 27
Effect of:
Expenses (deductible) / not
deductible for tax purposes
- principally restructuring
costs and amortisation /
impairment charges (111) (213) (26) 6 927 (20)
Recognition of tax losses
for prior years (9) (17) (112) 29 9 -
Under / (over) provision
in prior year - - 24 (6) 50 (1)
Share based payments 21 40 18 (5) 18 -
Overseas taxation - - 1 - 1 -
Tax expense / effective tax
rate for the period (86) (165) (197) 51 (245) 5
=============================== ======= ======= ========= ===== ========= ======
5 DIVIDENDS
The directors do not recommend the payment of a dividend.
6 EARNINGS PER SHARE
The calculation of earnings per ordinary share is based on the
following:
6 months 6 months Year
ended ended ended
31 May 31 May 30 November
2012 2011 2011
Number Number Number
---------------------------------- ------------- ------------- -------------
Weighted average number of shares 298,916,380 298,823,479 298,870,057
Adjustment in respect of SIP
shares (1,314,212) (1,594,163) (1,400,064)
---------------------------------- ------------- ------------- -------------
Weighted average number of shares
used in basic earnings per share
calculations 297,602,168 297,229,316 297,469,993
Dilutive effect of share options 2,125,463 2,546,611 2,126,976
Weighted average number of shares
used in diluted earnings per
share calculations 299,727,631 299,775,927 299,596,969
================================== ============= ============= =============
6 months 6 months Year
ended ended ended
31 May 31 May 30 November
2012 2011 2011
Note GBP'000 GBP'000 GBP'000
------------------------------------------------- ------ -------- -------- ------------
Basic and diluted earnings /
(loss) 39 (284) (4,551)
Adjustment to earnings 3 171 745 5,276
------------------------------------------------- ------ -------- -------- ------------
Adjusted basic and diluted earnings
figure 210 461 725
================================================= ====== ======== ======== ============
Earnings per share
* Basic earnings / (loss) per share 0.01p (0.10)p (1.53)p
================================================= ====== ======== ======== ============
* Diluted earnings / (loss) per share 0.01p (0.09)p (1.52)p
================================================= ====== ======== ======== ============
Adjusted earnings per share
* Adjusted basic earnings per share 0.07p 0.16p 0.24p
================================================= ====== ======== ======== ============
* Adjusted diluted earnings per share 0.07p 0.15p 0.24p
================================================= ====== ======== ======== ============
7 ANALYSIS OF NET DEBT
Bank net debt
At 1 December Non-cash changes At 31 May
2011 Cash flow GBP'000 2012
GBP'000 GBP'000 GBP'000
------------------------- ------------- ----------- ---------------- ---------
Cash at bank and in hand 305 (250) - 55
Overdraft - (30) - (30)
------------------------- ------------- ----------- ---------------- ---------
Net cash 305 (280) - 25
------------------------- ------------- ----------- ---------------- ---------
Bank loans due within
one year (375) - 250 (125)
Debt due within one year (375) - 250 (125)
Bank loans due after
one year (750) - (250) (1,000)
Debt due after one year (750) - (250) (1,000)
Gross debt (1,125) - - (1,125)
------------------------- ------------- ----------- ---------------- ---------
Net debt (820) (280) - (1,100)
========================= ============= =========== ================ =========
The Group has two types of lending facility from its Bankers.
The first is an overdraft facility of GBP750,000 which when
utilised is repayable on demand and charges an effective interest
rate of 2.5% over the lending Bank's base rate.
The second is a term loan facility which was due to expire in
November 2014. This was converted in May 2012 into a new term loan
with an extended repayment profile out to May 2017. Other terms are
consistent with the original loan with interest payable at 4.25%
over LIBOR.
Acquisition consideration
On the acquisitions of Radcliffe Publishing and Ikonami there is
deferred and contingent consideration debt. On Radcliffe there is
an earn out dependent on the gross profit in the year to November
2012 with GBP150,000 (2011: GBP257,000) provided against a maximum
of GBP800,000. On Ikonami deferred consideration of GBP150,000 is
due in January 2013 and there is contingent consideration based on
profit in the year to November 2013 with GBP350,000 (2011:
GBP550,000) provided net of notional interest (GBP26,000 yet to be
charged as at 31 May 2012) against a maximum of GBP2,000,000.
8 CAPITAL AND RESERVES
In this period no share options have been exercised (31 May
2011: 198,918 and 30 November 2011: 198,918).
The reserve for own shares relates to the Share Incentive Plan
under which the Group owns 1,652,094 shares (31 May 2011: 1,689,871
shares; 30 November 2011: 1,652,094 shares).
9 BUSINESS COMBINATIONS, TRADE CONTRACT BUYOUTS AND DISPOSALS
Business combinations
Cash paid net of cash acquired:
Date of acquisition 6 months 6 months Year ended
ended ended 30 November
31 May 31 May 2011
2012 2011
GBP'000 GBP'000 GBP'000
------------------------- ---------------------- --------- --------- -------------
Prior year acquisition:
Ikonami Limited (1) 14 April 2011 29 70 113
29 70 113
================================================ ========= ========= =============
(1) Cash consideration paid in 2011 on the acquisition of
Ikonami Limited was GBP65,000 on acquisition date but with
GBP10,000 of cash in the business and then GBP58,000 (May 2011:
GBP15,000) of deferred consideration. That tranche of deferred
consideration has been completed by the payments to May 2012.
Trade contract buyout
On 25 January 2011 the Group bought its partner, Affiliate Media
Inc, out of its contracted benefits and obligations in its online
gaming affiliate events and publishing business. The cost of
GBP1,050,000 was recognised as an intangible asset and the buyout
was effective from 1 December 2010.
Disposals
On 4 April 2012 the trade of 'The School Run' was disposed of
for no consideration. This contributed revenue of GBP107,000 (31
May 2011: GBP153,000; 30 November 2011: GBP329,000) and adjusted
EBITA* before central overhead allocations of GBP103,000 loss (31
May 2011: GBP80,000 loss; 30 November 2011: GBP111,000 loss) before
disposal whilst the Group now receives a licence income calculated
as a percentage of revenue. Due to its immaterial size this trade
has not been separated out in the Group's income statement as a
discontinued operation.
10 RELATED PARTIES
The Board received financial advice from Trillium Partners
Limited ("Trillium Partners") in the period. Trillium Partners is a
specialist media advisory firm, which is 45% owned by Stephen
Routledge, a non-executive director of Electric Word, and as such
is a related party for the purposes of the AIM Rules. Accordingly,
the Directors (other than Stephen Routledge) consider, having
consulted with Panmure Gordon (UK) Limited, its nominated adviser,
that the terms of the fees payable to Trillium Partners are fair
and reasonable insofar as the Company's shareholders are concerned.
The total fee to date for the advice and work is under GBP0.1
million (2011: under GBP0.1 million).
There were no other related party transactions other than those
relating to Directors' remuneration in the six months ended 31 May
2012.
11 POST BALANCE SHEET EVENTS
The Group announced on 17 August 2012 a firm placing of new
ordinary shares at 1.5 pence each (the "Firm Placing") and that it
is making an open offer of up to 33,212,931 new ordinary shares at
1.5 pence each (the "Open Offer"). Both the Firm Placing and the
Open Offer are conditional on, amongst other things, shareholders
passing resolutions to authorise the Directors to issue the new
ordinary shares in connection with the Firm Placing and the Open
Offer. The allotment of the new ordinary shares pursuant to the
Firm Placing and the Open Offer will not use the Directors'
existing authorities to allot ordinary shares that were obtained at
the 2012 annual general meeting and which therefore remain in
place.
It is proposed to convene a general meeting to be held on 6
September 2012 at which resolutions to grant the Directors the
requisite authorities to issue the new ordinary shares in
connection with the Firm Placing and Open Offer will be proposed.
Assuming the resolutions are passed, it is proposed that the new
ordinary shares will be issued pursuant to the Firm Placing and the
Open Offer on 10 September 2012, immediately after the general
meeting, conditional on admission of the new ordinary shares to
trading on AIM.
The Company has received credit committee approval from its
Bank, subject to entering into legally binding documentation, to
amend the current facility agreement:
i. to permit the Company to make an accelerated repayment of
GBP250,000 of its existing term loan (previously payable as
GBP125,000 on 1 November both 2012 and 2013); and
ii. to provide the Company with improved banking terms which
will provide the Company with greater financial headroom.
This in turn will enable the Company to accelerate its
investment programme across its three divisions.
The binding agreement with the Bank will be conditional on the
Firm Placing becoming unconditional in all respects. The Firm
Placing and Open Offer are conditional on the binding agreement
being entered into with the Bank and the Directors anticipate this
being in place prior to the General Meeting required to approve the
Firm Placing and Open Offer.
The firm placing would raise GBP1.2 million after expenses.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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