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Results Announcement

20 May 2014 07:00

RNS Number : 5310H
Entertainment One Ltd
20 May 2014
 



 

 

Entertainment One Ltd.

 

Results Announcement for the Financial Year Ended 31 March 2014

 

 Strong Growth with Inaugural Dividend Declared

 

 

Entertainment One Ltd. ("Entertainment One", "eOne", "the Group" or "the Company") is pleased to announce its results for the financial year ended 31 March 2014.

 

Financial Highlights

 

Reported results

Adjusted results

2014

2013

Change

2014

2013

Change

Revenue (£m)

- Reported

819.6

629.1

+30%

- Pro forma/constant currency1

 

819.6

800.7

+2%

Underlying EBITDA2 (£m)

- Reported

92.3

62.5

+48%

- Pro forma/constant currency1

 

92.3

74.6

+24%

Profit before tax3 (£m)

 

21.0

5.5

+282%

77.9

53.8

+45%

Diluted earnings/(loss) per share3 (pence)

 

7.0

(0.5)

+7.5

20.9

15.9

+5.0

Net debt4 (£m)

154.9

144.5

+10.4

111.1

87.8

+23.3

 

1

Pro forma/constant currency financial results provide a like-for-like comparison with the prior year shown on a pro forma basis for the results of Alliance Films Holdings Inc. ("Alliance"), which was acquired on 8 January 2013, as if that business had been acquired on the first day of the comparative period. Constant currencies have been calculated by retranslating the comparative figures using monthly average exchange rates for the year to 31 March 2014.

 

2

Underlying EBITDA is operating profit before operating one-off items, share-based payment charges, depreciation and amortisation of acquired intangibles. Underlying EBITDA is reconciled to operating profit in the 'Financial Review' section of this Results Announcement.

 

3

Adjusted profit before tax is profit before tax before operating one-off items, share-based payment charges, amortisation of acquired intangibles and one-off items within net finance charges; adjusted diluted earnings is adjusted for the tax effect of these items.

 

4

Adjusted net debt includes net borrowings under the Group's senior debt facility but excludes production net debt.

 

Operational Highlights

- Growth in revenues and underlying EBITDA reflecting a strong underlying performance across the Group, including the first full year of results for Alliance which was acquired on 8 January 2013

- The Film Division released 275 titles theatrically (2013 pro forma: 311), delivering improved margins driven by the realisation of Alliance synergies and has a strong slate of films in place for future years, including those from the renewal of key output agreements and its own production slate

- The Television Division delivered 317 half hours of television programming (2013: 295 half hours) and signed new distribution agreements with AMC Networks and El Rey Network, and has a strong pipeline of new network orders and renewals already commissioned

- Peppa Pig continues to grow its international presence with licensing agreements now numbering more than 300 globally - and is expanding further into new markets including Latin America, China, South-East Asia, France and Germany

Strategic Highlights

- The Company transferred the listing category of all of its common shares from the standard listing segment to the premium listing segment of the Official List of the Financial Conduct Authority on 1 July 2013

- Entertainment One became a constituent member of the UK's FTSE 250 Index on 23 September 2013

- The directors have declared a final dividend for the financial year of 1.0 pence per share, being the Company's inaugural dividend

 

 

Darren Throop, Chief Executive Officer, commented:

"It has been another very positive year for Entertainment One and I am delighted to report a year of growth and higher margins. This strong operating performance again demonstrates the strength of our strategy of investing in content rights and exploiting them across multiple territories and multiple consumer platforms. The Company's entry into the FTSE 250 and the payment of an inaugural dividend mark another milestone in eOne's development and continues our track record of delivering an improved return on investment for our shareholders."

 

Allan Leighton, Chairman, commented:

"I am delighted to be joining Entertainment One at a time when the business is in such a robust position. eOne's multi-territory, multi-platform strategy ideally positions the Group to benefit from growing consumer demand for high-quality exclusive content."

 

For further information, please contact:

 

Redleaf Polhill

Emma Kane / Rebecca Sanders-Hewett

Tel: +44 (0)20 7382 4730

Email: eOne@redleafpr.com

Entertainment One

Darren Throop (CEO)

via Redleaf Polhill

 

Patrick Yau (Director of Investor Relations)

Tel: +44(0)20 3714 7931

Email: PYau@entonegroup.com

 

 

Giles Willits (CFO)

via Redleaf Polhill

 

J. P. Morgan Cazenove

(Joint Broker)

Hugo Baring / Virginia Khoo

Tel: +44 (0)12 0234 2000

 

Cenkos Securities plc

(Joint Broker)

Stephen Keys

Tel: +44 (0)20 7397 8926

 

A presentation to analysts will take place on Tuesday, 20 May 2014 at 9.30am BST at Entertainment One's offices at 45 Warren Street, London W1T 6AG.

 

 

 

 

 

 

 

Cautionary statement

This Results Announcement contains certain forward-looking statements with respect to the financial condition, results, operations and businesses of Entertainment One Ltd. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this Results Announcement should be construed as a profit forecast.

 

A copy of this Results Announcement for the year ended 31 March 2014 can be found on our website at www.entertainmentone.com. Copies of the Annual Report and Accounts for the year ended 31 March 2014 will be available to shareholders shortly.

 

 

BUSINESS PERFORMANCE AND FINANCIAL REVIEW

 

OVERVIEW

 

Delivering the strategy

Following the successful integration of the Alliance business, which was acquired in January 2013, the Group has now reached a size and scale where it can more fully realise its potential through delivering on its strategy. The financial strength of the enlarged Group has enabled eOne to increase its investment in exclusive film and television content, while delivering higher EBITDA margins in both the Film and Television Divisions. The Film business is now the leading independent distributor in its core territories and the expansion of the Television business, including Peppa Pig's international presence, has further increased the geographical footprint of the Group's revenues.

The Group's goal remains the same - to become the world's leading independent entertainment group through the production and acquisition of entertainment content rights for exploitation across all consumer media throughout the world - and the business continues to focus on its three strategic pillars:

· Grow content portfolio: create future value by growing a diversified film and television rights portfolio

Investment in acquired content rights and productions increased by 27% to £271.2 million (2013 pro forma: £214.2 million). Based on the independent valuation dated March 2013, the Group's content library has increased in value by 85% to over US$650 million (2013: over US$350 million)

 

· Extend global content reach: expand reach of content by both geography and content platform

As well as taking market leading positions in its core territories during the year, the Group has continued to grow its international business (outside these territories), which now delivers over 23% of Group revenues (2013 pro forma: 18%). eOne's Television business distributes programming to over 150 countries and the Group has re-launched its International Film business to also exploit film rights outside its core territories

 

· Enhance investment returns: use size and scale to drive improved financial return

Digital sales, which now account for 21% of Group revenues, increased 38% year-on-year to £172.0 million (2013 pro forma: £124.5 million) and synergies from the Alliance acquisition, which have delivered ahead of the C$20 million target, helped increase EBITDA margin to 11.3% (2013 pro forma: 9.3%)

 

As we execute on these strategic pillars, our performance will be reflected in the achievement of our long-term financial objectives, which include growing adjusted earnings per share, return on capital employed and cash conversion.

 

The success of the Group's strategy is reflected in another strong financial performance in the year delivering EBITDA of £92.3 million on revenues of £819.6 million and the business enters the new financial year well-positioned in both Divisions and in all of its core territories.

 

Premium listing and FTSE inclusion

Entertainment One transferred the listing category of all of its common shares from the standard listing segment to the premium listing segment of the Official List of the Financial Conduct Authority on 1 July 2013 and became a constituent member of the FTSE UK Index Series on 23 September 2013.

 

The Company's premium listing has broadened its range of investors and enhanced the liquidity of its shares.

 

Declaration of dividend

The directors have declared a final dividend for the financial year of 1.0 pence per share, being the Company's inaugural dividend under its progressive dividend policy, reflecting the Board's confidence in Entertainment One's medium and long-term prospects.

 

Outlook

Based on the foundation of strong financial performance and consistently delivering on its strategy, the Group outlook for the new financial year is very positive.

 

The Film Division has a strong slate of over 275 films set for release in the coming year and a much larger library of titles for exploitation.

 

In Television Production & Sales there is continued growth in the roster of new programming and renewals and, against the backdrop of healthy demand for content from digital platforms and traditional television networks, revenues from its new output agreements will start to be delivered during the new financial year. Family remains focused on growing its international licensing and marketing presence with its existing properties, while building its portfolio through the development of new properties.

 

DIVISIONAL REVIEWS

 

The Group continues to report its revenues in two segments, Film Division and Television Division. Unless otherwise stated, comparative information for the year ended 31 March 2013 in the Divisional Reviews is stated on a pro forma and constant currency basis to provide a like-for-like comparison of performance.

Film

Overview & strategy

The Group's Film business, which comprises operations in the UK, Canada, the US, Spain, Benelux and Australia, is the largest independent film distributor in the world. The Division's focus is on the acquisition of exclusive film content rights and the exploitation of these rights on a multi-territory basis across all media channels.

 

eOne is also developing its own film production capability which enables it to retain upside in a film's performance, whilst reducing its financial exposure to a level comparable to a typical third-party produced content acquisition. During the year, the Group also re-launched its International Film business under new leadership to improve access to new content and to enable the Group to benefit from the exploitation of film content rights outside its core territories.

This financial year was a period of consolidation in the Film Division, with a planned rationalisation of the Group's activities in Canada and the UK, where the legacy Alliance and eOne businesses had competing operations. A reduction in the number of theatrical and home entertainment releases removed the overlap in film release slates, and the combination of back-office departments and rationalisation of suppliers delivered cost savings in excess of the Group's synergy targets. The Group will continue to drive economies of scale and operational efficiencies in this current financial year.

The Film business is now well-positioned in each of its international territories and is of a scale where it can more fully realise the potential of its strategy. Investment in content is set to grow to over £200 million in the new financial year, targeted on maintaining the Group's presence in its existing territories, with growing International Film and Film Production to bring further content into the portfolio.

The number of multi-territory theatrical titles released during the year continued to expand in line with the Group's operating strategy and key output agreements were signed or renewed with Relativity Media and CBS Films during the year, and with The Weinstein Company in April 2014, helping to secure the baseline for future release schedules.

 

The combination of the enlarged Film business, eOne's portfolio approach of delivering a significant number of releases spread across its six territories, together with upfront visibility of US box office performance, results in a low-risk model which means that the Group is not reliant upon the success of a small number of titles. Whilst it is expected that the performance of individual titles will vary, the effect of the portfolio is to deliver a consistent margin performance at the overall Film Division level.

 

Summary financial performance: Film

Reported (audited)

Pro forma/constant currency* (unaudited)

2014

2013

Change

2013

Change

Revenue (£m)

686.9

518.0

+33%

696.4

-1%

% of revenue:

- Theatrical (%)

19%

17%

 

+2pts

 

21%

-2pts

- Home

entertainment (%)

41%

53%

-12pts

 

47%

-6pts

- Broadcast and

Digital (%)

32%

24%

+8pts

 

28%

+4pts

- Other (%)

 

8%

6%

+2pts

4%

+4pts

 

Underlying EBITDA (£m)

 

74.1

49.3

+50%

62.5

+19%

EBITDA margin (%)

10.8

9.5

+1.3pts

9.0

+1.8pts

Investment in acquired content and productions (£m)

194.6

95.4

+104%

 

136.3

+43%

* In order to provide like-for-like comparisons, the above table includes the prior year figures on a pro forma and constant currency basis. For the purposes of this analysis, pro forma includes the results of Alliance, which was acquired on 8 January 2013 as if that business had been acquired on the first day of the comparative period. Constant currencies have been calculated by retranslating the comparative figures using monthly average exchange rates for the year to 31 March 2014.

On a reported basis, revenue increased by 33% to £686.9 million (2013: 518.0 million) and underlying EBITDA increased by 50% to £74.1 million (2013: £49.3 million), supported by increased investment in acquired content and productions, up 104% to £194.6 million (2013: £95.4 million).

 

On a pro forma basis, primarily driven by the rationalisation of the Canadian business, revenues were 1% lower (2013: £696.4 million). However, the delivery of operating efficiencies and synergies drove an increase in pro forma underlying EBITDA of 19% to £74.1 million (2013: £62.5 million), with EBITDA margins higher at 10.8% (2013 pro forma: 9.0%). Pro forma investment in acquired content rights and productions was 43% higher at £194.6 million (2013: £136.3 million), reflecting underlying growth in the UK, Canada, Benelux and Australia, and the timing of MG payments at the year end.

Changes in the overall mix of revenues in the Film business reflect the rationalisation of the theatrical and home entertainment slate and the anticipated market shift of physical to digital distribution, as well as growth in other sales which include the Film Production business, reflecting the increased focus on this area of the Film Division.

Operating performance

Theatrical

The Group released 275 titles theatrically in the year (2013: 311), generating box office takings of US$540 million (2013: US$609 million) and delivering theatrical revenues that were 11% lower than the prior year and comprising 19% of overall film revenues.

 

Theatrical revenues were lower in the UK, partly driven by the exceptional performance of The Twilight Saga: Breaking Dawn - Part 2 in the prior year, and Canada where the planned rationalisation of the combined film slate of the eOne and Alliance businesses resulted in fewer releases. Lower performance in the UK and Canada was partially offset by growth in Benelux and Australia which was particularly strong with eOne's investment strategy driving increases in theatrical revenues of 44% and 82%, respectively.

 

The Hunger Games: Catching Fire and Divergent opened as number one at the box office in Canada, whilst number one releases in the UK included Prisoners, Need for Speed and Academy Award winner 12 Years a Slave. Other key theatrical releases in the year included Now You See Me, Rush, American Hustle, The Butler, 2 Guns, Philomena, Blue Jasmine, Dallas Buyers Club, Red 2and Behind the Candelabra. Additionally, Insidious: Chapter 2, which was produced as well as distributed by eOne, opened as number one at the box office in the US, Canada and the UK and grossed over US$150 million in global box office revenues.

 

Based on box office takings for 2013 calendar year, eOne was the leading independent distributor in Canada, the UK, Benelux and Spain. Canada remains the Group's largest territory where its box office share is over 20%.

The Group plans to release over 275films theatrically during the next financial year, including Hunger Games: Mockingjay Part 1, Paddington, Suite Française, Insurgent, St. Vincent de Van Nuys, The Water Diviner, Nativity 3 and Expendables 3.

Home entertainment

The Group handled 611 home entertainment releases in the year (2013: 777) with overall revenues 14% lower than the prior year, comprising 41% of overall Film revenues.

 

The lower revenue was primarily driven by the overall anticipated market decline, reflecting the move from physical to digital formats, and by the planned rationalisation of the Group's home entertainment release schedule in Canada, following the Alliance acquisition.

 

The UK and Australia saw growth in their respective home entertainment sales reflecting box office release timings, but performance in all other territories reflected the general market trends and was in line with management expectations. This decline was partly offset by the significant increase in digital revenues, reflecting the anticipated growth in demand from new media channels for entertainment content.

 

Key releases included Safe Haven, Red 2, Welcome to the Punch, Django Unchained, Silver Linings Playbook, The Impossible, Quartet, Prisoners, Warm Bodies, Now You See Me and The Hunger Games: Catching Fire.

 

The Group plans over 575 home entertainment releases during the next financial year, including 12 Years a Slave, Divergent,Hunger Games: Mockingjay Part 1, Paddington, Expendables 3 and Need for Speed.

 

Broadcast and Digital

The Group's combined broadcast and digital revenues increased by 15% year-on-year, with growth in all core territories, and now accounts for 32% of overall Film revenues (2013: 28%).

 

In the UK, digital revenues increased as the combined business now has ongoing agreements in place with both LOVEFiLM and Netflix. The year also saw new broadcast deals with Channel 4 and the BBC. In Benelux, digital revenues were higher than the previous year because of increased revenue from Netflix, which launched in the territory during the year.

Australian television and digital sales continue to grow, reflecting the increased investment in content since acquisition in 2011, which helped the business conclude a three-year agreement with local broadcaster, Foxtel.

 

Canadian broadcast revenues were in line with prior year despite the extension of the Bell Media contract only being concluded in April 2014 and therefore falling outside the current financial year. Digital revenues were supported by a new library deal which was agreed with Netflix for Canadian titles.

 

Key broadcast/digital releases in the year included The Twilight Saga: Breaking Dawn - Part 2, Now You See Me, The Woman in Black, Looper, The Impossible, Nativity 2, The Sweeney, Warm Bodies, The Perks of Being a Wallflower, Song for Marion, Sinister, Riddick, and Gnomeo & Juliet.

 

Film Production

eOne's Film Production business has had a good first full year. The Group's biggest success in the period, Insidious: Chapter 2, opened as number one at the box office in the US, the UK and Canada and has delivered over US$150 million in global box office revenues. Other productions delivering revenues for the business during the current year were Dark Skies and The Woman in Black.

 

Films produced by eOne are managed through a combination of owned and joint-venture production companies and are financed in a way that ensures eOne retain upside in the performance of each title, whilst reducing its financial exposure to a level comparable to a typical third-party produced content acquisition.

 

Suite Française is currently in post-production and due for release in late 2014 and the business has other productions in the pipeline including Sinister 2, The Woman in Black: Angel of Death and Insidious: Chapter 3.

International Film

eOne's International Film business is a full service agent for independent producers and directors, and connects eOne's global Film activities including Film Production and worldwide acquisitions. It provides an integrated financing and investment model to offer film producers a more efficient and concentrated route to market for their films, supported by external funding relationships and leveraging eOne distribution territories.

For eOne, the business delivers earlier access to content creators to acquire worldwide rights and secure distribution for eOne territories and supports the monetisation of productions through its international distribution network.

Collaboration with eOne's own Film business territories allows the Group to maximise distribution potential of films and improve margins.

Following its re-launch in January 2014, eOne has announced international distribution deals for Trumbo and Eye in the Sky.

Television

 

Overview & strategy

The Group's Television Division comprises the North American-based Television Production & Sales business and the UK-based Family business. It also incorporates the results of the Group's US-based music label.

The Division's focus is on the production of television programming, the acquisition of television content rights and the exploitation of branded properties through licensing and merchandising activities.

 

The Production & Sales business has had a strong financial year. As well as increasing its own programming output and library sales during the year, eOne signed significant new distribution agreements with AMC Networks and El Rey Network. As the Production & Sales business continues to grow, the Group will continue to look for new output, co-production and co-development deals to supplement its own programming output.

For the first time, syndication opportunities for Rookie Blue are now being explored, and these are expected to take 18-24 months to come to fruition - however, once in place, these agreements will further improve margins in the Television Production business.

The Family business has seen particularly strong growth in the year, with the continued international expansion of Peppa Pig and its other existing properties. Licensing agreements now number more than 450 globally, and the Group continues to develop new properties for exploitation, supported by strong broadcasting partnerships.

Summary financial performance: Television

Reported (audited)

Constant currency (unaudited)

2014

2013

Change

2013

Change

Revenue (£m)

162.2

133.4

+22%

126.6

+28%

% of revenue:

- Television

Production &

Sales (%)

66%

73%

-7pts

72%

-6pts

- Family (%)

22%

13%

+9pts

14%

+8pts

- Music (%)

12%

14%

-2pts

14%

-2pts

 

 

Underlying EBITDA (£m)

 

24.3

18.0

+35%

16.9

+44%

EBITDA margin (%)

15.0

13.5

+1.5pts

13.3

+1.7pts

Investment in acquired content and productions (£m)

76.6

79.6

-4%

77.9

-2%

 

On a reported basis, revenue increased by 22% to £162.2 million (2013: 133.4 million) and underlying EBITDA increased by 35% to £24.3 million (2013: £18.0 million), with investment in acquired content rights and productions marginally lower at £76.6 million (2013: £79.6 million).

 

Revenues were 28% higher on a constant currency basis. Underlying EBITDA was up 44% to £24.3 million (2013: £16.9 million) driven by higher EBITDA margins at 15.0% (2013: 13.3%). Investment in acquired content rights and productions was broadly in line with prior year at £76.6 million (2013: £77.9 million) reflecting an increase in investment in Television Production & Sales offset by a reduction in Music (which included the acquisition of Death Row Records in the prior year) and Family.

Operating performance

Television Production & Sales

Television Production & Sales comprises the Group's production and international distribution businesses.

Increased production activities resulted in another year of revenue and underlying EBITDA growth with eOne continuing to strengthen its position as a leading North American independent producer. Production revenues increased due to the higher number of half hours of production delivered (317 half hours versus 295 half hours in 2013) and improved library sales, with EBITDA margin increasing year-on-year.

Good progress was made in obtaining renewals for existing shows and commissioning new programmes. 40% of deliveries related to new commissions (2013: 51%) indicating a positive inflow of new production to drive future renewals. Current year renewals accounted for 60% (2013: 49%) representing 190 half hours compared to 146 in the previous year. The pipeline remains robust. Whilst contracted sales not yet recognised at the year end relating to work in progress were lower at £15 million (2013: £35 million), this was because two significant renewals for Hell on Wheels and Haven, which together total £31 million, were concluded in April 2014 and therefore fell outside the 2014 financial year.

Significant digital subscription on demand sales were made during the year, with digital revenues now comprising 12.9% of revenues (2013: 2.4%).

Highlights of new commissions have included Klondike, the Discovery Channel's first scripted project (which helped drive Discovery Channel to deliver its most-watched Monday primetime to-date and best ever month for viewership), and Bitten, which premiered on Syfy and Space.

Other major primetime shows delivered during the year included season two of Saving Hope, season two of Rogue, season three of Hell on Wheels and season four of Haven.eOne's most successful show to-date, Rookie Blue, commenced delivery of a new season in March 2014. Deliveries of movies of the week for the Hallmark Channel included Window Wonderland, My Gal Sunday and Riverboat Mystery Cruise. Non-scripted deliveries included Undercover Boss, Mary Mary 3, Sisters with Voices and The Sheards.

The new financial year's production slate already includes commissioned renewals for season three of Saving Hope, season four of Hell on Wheels and seasons five of Haven and Rookie Blue, as well as new commission Book of Negroes for Black Entertainment Television. Commissions for eOne's most successful shows have renewed with expanded orders - Hell on Wheels renewed with 13 episodes (up from ten episodes), Rookie Blue renewed with 22 episodes (up from 13 episodes) and Haven renewed for a double season of 26 episodes. Television movies commissioned include Mother's Day Off and The Memory Book ordered by the Hallmark Channel.

Revenues from international television sales of the Group's own productions and third-party content continued to develop well. Exclusive multi-year television distribution agreements for original scripted series with US-based AMC Networks' AMC and Sundance Channel and the recently-launched El Rey Network were concluded during the year and are expected to deliver strong international sales revenues in the new financial year through productions including Halt and Catch Fire and Turn.

 

Family

The Family business had a strong year of growth in licensing and merchandising sales. Revenues were more than double prior year levels, driven by increased international sales, and delivered strong growth in EBITDA. The cumulative number of Peppa Pig licensing agreements have now reached more than 300 globally, with a further 150 agreements for the Group's other licensing properties.

 

Peppa Pighas held its position as the leading pre-school toy licensed property in the UK (winning the award for Best Pre-school Licensed Property for the fourth time at the Annual Licensing Awards) and delivered its highest level of UK royalties to-date. Demand remains strong enabling eOne to continue to retain good support from existing and new licensees.

 

Peppa is also the number one property in Italy, Spain and Australia. In Italy, Peppa has experienced significant growth with support from our local broadcasting partners RAI YOYO and Disney Jr.

March 2014 saw Peppa increase its US television presence, where it now airs for three hours on Nick Jr. on a daily basis. In March 2014, the first Peppa Pig DVD launched in the US, shipping to key retailers including Wal-Mart, Target and Toys'R'Us with sales far exceeding initial forecasts. Peppa toys launched in January 2014 on Amazon.com and will launch on Walmart.com in the third quarter, adding to the range of Peppa merchandise already available online and in stores at Toys'R'Us.

Peppa's international marketing for the next two years will be focused on Latin America, China, South-East Asia, France and Germany.

Revenues from Ben & Holly's Little Kingdom have grown in the year, supported by strong broadcast ratings in the UK, and a new Character Options toy line will launch in the autumn. Ben & Holly has also been launched exclusively in Australia via ABC stores and in Spain with eOne's existing broadcaster and agent.

The acquisition of Art Impressions (a Los Angeles-based brand and licensing agency), in July 2013, marks an expansion of eOne Family's licensing business into the 'lifestyle' segment. Key brands owned and managed by Art Impressions are So So Happy and Skelanimals, both of which are teen/tween brands driven by design concepts rather than television programming. So So Happy branded products are featured in specialty shops around the world and were also launched in Walmart Canada during the year.

In addition, eOne is in production on a new animated show for 6-12 year-olds, called Winston Steinburger and Sir Dudley Ding Dong, for broadcast in association with Teletoon Canada and ABC3 Australia.

Two more shows are currently in production and will be announced when the series are closer to delivery. One is a pre-school property with strong licensing potential for boys that will complement well the girl-skewed licensing programmes for Peppa Pig and Ben & Holly's Little Kingdom. The second is an action adventure property aimed at boys in the 5-8 year-old age group, again with strong licensing potential. eOne has worldwide licensing rights for both of these properties, including television, digital and licensing on a global basis.

Both of these properties demonstrate the strategy of the Family business which is to develop, produce and brand-manage strong properties targeting every key demographic of the licensing industry.

Music

Revenue in eOne's music label was 11% higher than the prior year, benefitting from the 2013 purchase of the rights to the Death Row Records catalogue and a higher level of digital sales. There were strong catalogue sales in the year on the label from 2Pac's album All Eyez on Me, as well as major releases from DJ Drama, Pop Evil, Snoop Dogg and Jake Miller. The new financial year will see releases from Kelly Price, The Game, Michelle Williams and Ace Frehley.

 

 

FINANCIAL REVIEW

 

The Group delivered strong growth in the year, increasing reported revenue by 30% to £819.6 million (2013: £629.1 million) and reported underlying EBITDA (operating profit before operating one-off items, share-based payment charge, depreciation and amortisation of acquired intangibles) by 48% to £92.3 million (2013: £62.5 million). This was driven by a full year's ownership of the Alliance business compared to only three months in the prior year, delivery of synergies and a strong underlying performance, particularly in Television. On a pro forma constant currency basis (including the results of Alliance, which was acquired on 8 January 2013, as if that business had been acquired on the first day of the comparative period) Group revenues and underlying EBITDA increased by 2% and by 24%, respectively.

 

 

Reported (audited)

Adjusted (audited)

2014

2013

2014

2013

£m

£m

£m

£m

Revenue

819.6

629.1

819.6

629.1

Underlying EBITDA

92.3

62.5

92.3

62.5

Amortisation of acquired intangibles

(36.0)

(18.2)

-

-

Depreciation

(2.6)

(2.6)

(2.6)

(2.6)

Share-based payment charge

(2.7)

(1.2)

-

-

One-off items

(22.1)

(26.8)

-

-

Operating profit

28.9

13.7

89.7

59.9

Net finance charges

(7.9)

(8.2)

(11.8)

(6.1)

Profit before tax

21.0

5.5

77.9

53.8

Tax

(1.3)

(6.6)

(19.4)

(15.0)

Profit/(loss) for the year

19.7

(1.1)

58.5

38.8

 

Adjusted operating profit (which excludes amortisation of acquired intangibles, share-based payment charges and operating one-off items) increased by 50% to £89.7 million (2013: £59.9 million) reflecting the growth in underlying EBITDA, helping drive a 45% increase in adjusted profit before tax to £77.9 million.

 

The Group's reported profit before tax of £21.0 million (2013: £5.5 million) increased by 282% on the prior year.

 

Amortisation of acquired intangibles

Amortisation of acquired intangibles increased by £17.8 million to £36.0 million, reflecting the full year charge following the increase in acquired intangible assets resulting from the Alliance acquisition.

 

Capital expenditure and depreciation

Capital expenditure increased by 45% to £4.2 million (2013: £2.9 million), driven by systems and leasehold property spending as a result of the integration of the Alliance businesses. Depreciation, which includes the amortisation of software, was in line with the prior year at £2.6 million.

 

Share-based payment charge

During the year a new Long Term Incentive Plan ("LTIP") was implemented by the Group. The new scheme has been extended to an increased number of employees. Two grants were made under the LTIP during the year covering approximately 100 employees which have resulted in the share-based payment charge increasing by £1.5 million to £2.7 million for the year ended 31 March 2014.

 

One-off items

One-off items totalled £22.1 million and included £19.5 million of net Alliance-related costs and £2.6 million of other corporate projects and acquisition costs, mainly related to the transfer of the listing category of all of the Company's common shares from the standard listing segment to the premium listing segment of the Official List of the Financial Conduct Authority.

 

The Alliance-related costs comprise £14.2 million of restructuring expenditure and a charge of £5.3 million resulting from a reassessment of the amount of contingent consideration payable in respect of box office targets, net of provisions for under-performing titles, related to the Alliance acquisition.

 

Net finance charges

Reported net finance charges were £7.9 million. These included one-off gains of £3.9 million relating primarily to the revaluation of certain monetary assets and liabilities acquired as part of the Alliance acquisition and also on the implementation of a finance structure. Excluding one-off gains adjusted finance charges of £11.8 million were £5.7 million higher in the current year, reflecting the full year impact of the higher average net debt levels since the Alliance acquisition.

 

The weighted average interest cost was 5.1% compared to 5.2% in the prior year, giving a cash interest cover of 8.6 times underlying EBITDA (2013: 9.9 times).

 

Tax

The reported tax charge for the year was £1.3 million (2013: £6.6 million) giving an effective tax rate of 6.2% (2013: 120.0%). On an adjusted basis (excluding operating one-off items, amortisation of acquired intangibles, share-based payment charges and one-off items in net finance costs and the tax effect of excluded items), the effective tax rate was 24.9% (2013: 27.9%). The year-on-year decrease in the effective tax rate is due to the impact of a lower UK tax rate and changes in the mix of profits between jurisdictions with differing tax rates.

 

Earnings per share

Reported basic earnings per share was 7.1 pence (2013: loss of 0.5 pence). The increase reflects the strong underlying EBITDA performance in the year. On an adjusted basis, profit after tax was £58.5 million, 51% ahead of the prior year with adjusted diluted earnings per share up 31% at 20.9 pence (2013: 15.9 pence). This reflects a higher adjusted profit after tax which is partially offset by the impact of a higher weighted average number of shares compared to the prior year.

 

Dividends

The directors have declared a final dividend for the year ended 31 March 2014 of 1.0 pence per share, which is expected to result in a total payment to shareholders of £2.9 million. It will be paid on or around 9 September 2014 to shareholders who are on the register of members on 11 July 2014 (the record date). This dividend is expected to qualify as an eligible dividend for Canadian tax purposes. The dividend will be paid net of withholding tax, based on the residency of the individual shareholder. The directors did not recommend the payment of a dividend for the year ended 31 March 2013.

 

Cash flow

Net cash from operating activities of £258.3 million was 45% ahead of the previous year, reflecting the improved underlying EBITDA and strong cash generation from the enlarged business and the Group's content acquisition and production activities.

 

Consistent with the Group's strategy to grow its content portfolio, investment in acquired content rights and productions totalled £271.2 million, compared to £175.0 million in the prior year.

 

Free cash outflow is £13.0 million higher at £17.1 million (2013: £4.1 million) as a result of higher investment in acquired content rights and productions, partly offset by higher cash from operating activities.

 

 

31 March 2014

Adjusted net debt

£m

Prod'n net debt

£m

 

Total

£m

31 March

2013

£m

Net debt at 1 April

(87.8)

(56.7)

(144.5)

(90.2)

Net cash from operating activities

180.0

78.3

258.3

178.0

Investment in acquired content rights and productions

(199.5)

(71.7)

(271.2)

 

(175.0)

Purchases of acquired intangible assets

-

-

-

(4.2)

Purchase of other non-current assets ¹

(4.1)

(0.1)

(4.2)

(2.9)

Free cash flow

(23.6)

6.5

(17.1)

(4.1)

Acquisition of subsidiaries, net of cash acquired

(6.1)

-

(6.1)

(141.0)

Debt acquired

(2.5)

-

(2.5)

(2.7)

Net interest paid

(8.7)

(2.0)

(10.7)

(6.3)

Net proceeds from issue of ordinary shares

4.1

-

4.1

107.4

Fees paid on amendment to senior bank facility

(0.6)

-

(0.6)

-

Amortisation of deferred finance charges

(1.7)

-

(1.7)

(1.3)

Write-off of unamortised deferred finance charges

-

-

-

(1.8)

Foreign exchange

15.8

8.4

24.2

(4.5)

Net debt at 31 March

(111.1)

(43.8)

(154.9)

(144.5)

¹ Other non-current assets comprise property, plant and equipment and intangible software.

 

The net cash outflow from the acquisition of subsidiaries was £6.1 million. £3.9 million related to the acquisition of Art Impressions Inc. (£6.4 million including acquired debt), £1.8 million was paid into an escrow account in relation to the Alliance box office target and £0.4 million was paid in respect of other smaller acquisitions.

 

Foreign exchange movements of £24.2 million are non-cash movements and primarily relate to the translation impact of the strengthening of pounds sterling against the Canadian dollar.

 

Financing

The net debt balances at 31 March 2014 comprise the following:

 

 

2014

2013

£m

£m

Cash and other items (excluding production)

(25.5)

(26.3)

Senior credit facility

136.6

114.1

Adjusted net debt

111.1

87.8

Production net debt

43.8

56.7

Net debt

154.9

144.5

Adjusted net debt leverage

1.2x

1.4x

 

 

Adjusted net debt was £111.1 million, up £23.3 million from the previous year. The increase is driven primarily by the increase in investment in acquired content rights and productions, partly offset by strong cash flow from operating activities. Adjusted net debt leverage reduced year-on-year to 1.2x (2013: 1.4x).

 

Production net debt, which comprises interim production financing in relation to the Group's film and television production businesses, decreased by £12.9 million year-on-year to £43.8 million. This financing is independent of the Group's senior credit facility. It is excluded from the calculation of adjusted net debt as it is secured over the assets of individual film and television production companies and represents shorter-term working capital financing that is arranged and secured on a production-by-production basis.

 

Financial position and going concern basis

The Group's net assets decreased £23.4 million to £307.4 million at 31 March 2014 (2013: £330.8 million). The decrease primarily reflects the significant foreign exchange movements year-on-year, particularly the weakening of the Canadian dollar against pounds sterling.

 

The directors acknowledge guidance issued by the Financial Reporting Council relating to going concern. The directors consider it appropriate to prepare the accounts on a going concern basis, as set out in Note 3 to this Results Announcement.

 

 

Statement of Directors' Responsibility

 

The directors are responsible for preparing the Annual Report and Accounts and the consolidated financial statements in accordance with applicable law and regulations.

 

The directors are required to prepare the consolidated financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and Article 4 of the IAS Regulation. The directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these consolidated financial statements, International Accounting Standard 1 requires that directors:

 

· properly select and apply accounting policies;

· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

· provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

· make an assessment of the Group's ability to continue as a going concern.

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.

 

Responsibility statement

We confirm that to the best of our knowledge:

 

· the consolidated financial statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group as a whole;

· the Business Performance and Financial Review on pages 4 to 16 includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that they face; and

· the Annual Report and Accounts and the consolidated financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

 

By order of the Board

 

Giles Willits

Director

19 May 2014

Independent Auditor's Report to the Members of Entertainment One Ltd.

 

Opinion on the consolidated financial statements of Entertainment One Ltd.

In our opinion the consolidated financial statements:

 

· give a true and fair view of the state of the Group's affairs as at 31 March 2014 and of the Group's profit for the year then ended; and

· have been properly prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union.

 

The consolidated financial statements comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated cash flow statement and the related Notes 1 to 35. The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union.

 

Going concern

We have reviewed the directors' statement contained within Note 3 to the consolidated financial statements that the Group is a going concern. We confirm that:

· we have concluded that the directors' use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate; and

· we have not identified any material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern.

 

However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group's ability to continue as a going concern.

 

Our assessment of risks of material misstatement

The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team:

 

Risk 

How the scope of our audit responded to the risk

Accounting for investment in acquired content rights and investment in productions

The Group continues to acquire film and television content rights and invest in television and film productions. The accounting for the amortisation of these assets requires significant judgement and is directly affected by management's best estimate of future revenues, which are determined from opening box office performance or initial sales data; the pattern of historical revenue streams for similar genre productions and the remaining life of the Group's rights.

We have assessed management's process in estimating future revenues, specifically by:

· assessing the completeness and consistency of their process;

· challenging the expectations of major titles/shows by looking at box office/home entertainment performance, current sales data and other title/shows specific market information; and

· reviewing their past forecasting history.

We have specifically assessed management's calculations in respect of the profitability of titles which have yet to be released. We challenged the judgements and assumptions for estimating future cash inflows and outflows by assessing minimum guarantee commitments, past performance on similar titles and expected print and advertising spend. We considered whether the asset carrying value was deemed recoverable and if any required provisions for onerous contracts were made appropriately.

 

Independent Auditor's Report to the Members of Entertainment One Ltd. (continued)

 

Risk 

How the scope of our audit responded to the risk

Impairment of goodwill and other intangible assets

The Group has £191.9m of goodwill and a further £91.5m of other intangible assets on the consolidated balance sheet at 31 March 2014. Management is required to carry out an annual goodwill impairment test, which is judgemental and based on a number of assumptions including in respect of future profitability and discount rates.

We challenged management's assumptions used in the impairment model for goodwill and other intangible assets, as described in Note 15 to the consolidated financial statements.

 

We considered whether management's impairment review methodology is compliant with IAS 36 Impairment of Assets. Our audit work focused on the assumptions used in the impairment model, including specifically:

· using valuation experts to determine the appropriateness of the discount rates;

· comparison of growth rates against those achieved historically and external market data where available; and

· agreeing the underlying cash flow projections for Film and Television to Board-approved forecasts and corroborating trends to our other audit work to understand the drivers of any potential impairment.

The presentation and consistency of the income and expenditure presented separately as one-off items

The Group has recorded exceptional income and expenditure in respect of one-off items and transactions that fall outside of the normal course of trading.

We reviewed the nature of one-off items, challenged management's judgements in this area and agreed the quantification to supporting documentation.

 

We assessed whether they are in line with both the Group's accounting policies and the guidance issued by the Financial Reporting Council in December 2013.

 

We considered whether management's application of their policies have been applied consistently with previous accounting periods, including whether the reversal of any items originally recognised as exceptional are appropriately classified as exceptional items.

 

We also assessed whether the disclosures within the consolidated financial statements provide sufficient detail for the reader to understand the nature of these items.

Deferred tax assets

In accordance with IAS 12 Income Taxes, deferred tax assets should only be recognised to the extent that it is probable that future taxable profit will be available against which they can be utilised.

 

There is a risk that inappropriate judgements are made by management, which could affect the quantum of the deferred tax assets that are recognised.

We involved our tax specialists to consider the appropriateness of management's assumptions and estimates in relation to the likelihood of generating suitable future taxable profits to support the recognition of deferred tax assets, challenging those assumptions and considering supporting forecasts and estimates.

 

Revenue recognition

The Group derives its revenues from the licensing, marketing and distribution of feature films, television, video programming and music rights.

 

Judgement is exercised by management in providing for returns of physical home entertainment products.

Our procedures included understanding the Group's revenue recognition policy and confirming the consistent application of the policy across the Group through substantive testing.

 

We performed detailed testing on the returns provision calculations, and assessed whether the methodology applied is appropriate for each business unit based on the historical level of returns.

Independent Auditor's Report to the Members of Entertainment One Ltd. (continued)

 

The Audit Committee's consideration of these risks is set out in their Report.

 

Our audit procedures relating to these matters were designed in the context of our audit of the consolidated financial statements as a whole, and not to express an opinion on individual accounts or disclosures. Our opinion on the consolidated financial statements is not modified with respect to any of the risks described above, and we do not express an opinion on these individual matters.

 

Our application of materiality

We define materiality as the magnitude of misstatement in the consolidated financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

 

We determined materiality for the Group to be £2.9m, which is approximately 7.5% of normalised adjusted profit before tax. Normalised adjusted profit before tax is adjusted profit before tax, as defined and analysed in Note 3, adding back the deductions made for amortisation of acquired intangibles and share-based payment charges. We use this normalised profit as a base for materiality measure as it is a key measure of underlying business performance for the Group.

 

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £58,000, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the consolidated financial statements.

 

An overview of the scope of our audit

Our Group audit scope was based on a quantitative risk assessment considering metrics including revenue and adjusted profit before tax as well as a qualitative risk assessment, considering significant risks of material misstatement and our assessment of local market risk.

 

In selecting the business units in scope each year, we update our understanding of the Group and its environment, its principal risks, performance, and our understanding of the Group's system of internal controls, in order to check that the business units selected provide an appropriate basis on which to undertake audit work to address the identified risks of material misstatement. Such audit work represents a combination of procedures, all of which are designed to target the Group's identified risks of material misstatement in the most effective manner possible.

 

Our Group audit scope focused primarily on the Group's UK and Canadian business units. Of the Group's fourteen business units, five were subject to a full scope audit, and seven were subject to focused audit procedures where the extent of our testing was based on our assessment of the risks of material misstatement and of the materiality of the Group's operations at those locations. The five full scope divisions represent the principal business units and account for approximately 70% of the Group's revenue and 93% of the Group's adjusted profit before tax. They were also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above. Our audit work at the different locations was executed at levels of materiality applicable to each individual entity which were lower than Group materiality.

At the parent entity level we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to audit or audit of specified account balances.

 

The Group audit team continued to follow a programme of planned visits that has been designed so that the Senior Statutory Auditor or senior member of the Group audit team visits each of the locations where the Group audit scope was focused at least once a year.

 

Independent Auditor's Report to the Members of Entertainment One Ltd. (continued)

 

Matters on which we are required to report by exception

Corporate Governance Statement

Under the Listing Rules we are also required to review the part of the Corporate Governance Statement relating to the Company's compliance with nine provisions of the UK Corporate Governance Code. We have nothing to report arising from our review.

 

Our duty to read other information in the Annual Report and Accounts

Under International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the Annual Report and Accounts is:

· materially inconsistent with the information in the audited consolidated financial statements; or

· apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of performing our audit; or

· otherwise misleading.

 

In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the directors' statement that they consider the Annual Report and Accounts are fair, balanced and understandable and whether the Annual Report and Accounts appropriately disclose those matters that we communicated to the Audit Committee which we consider should have been disclosed. We confirm that we have not identified any such inconsistencies or misleading statements.

 

Respective responsibilities of directors and auditor

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the consolidated financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the consolidated financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. We also comply with International Standard on Quality Control 1 (UK and Ireland). Our audit methodology and tools aim to ensure that our quality control procedures are effective, understood and applied. Our quality controls and systems include our dedicated professional standards review team, strategically focused second partner reviews and independent partner reviews.

 

This report is made solely to the Company's members, as a body, in accordance with Disclosure and Transparency Rule 4.1. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Scope of the audit of the consolidated financial statements

An audit involves obtaining evidence about the amounts and disclosures in the consolidated financial statements sufficient to give reasonable assurance that the consolidated financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the consolidated financial statements. In addition, we read all the financial and non-financial information in the Annual Report and Accounts to identify material inconsistencies with the audited consolidated financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Deloitte LLP

Chartered Accountants and Statutory Auditor

London, United Kingdom

19 May 2014

Consolidated Income Statement

for the year ended 31 March 2014

 

Year ended

Year ended

31 March

31 March

2014

2013

Notes

£m

£m

Revenue

5

819.6

629.1

Cost of sales

(639.4)

(490.6)

Gross profit

180.2

138.5

Administrative expenses

(151.3)

(124.8)

Operating profit

6

28.9

13.7

Analysed as:

Underlying EBITDA

5

92.3

62.5

Amortisation of acquired intangibles

16,17

(36.0)

(18.2)

Depreciation

5

(2.6)

(2.6)

Share-based payment charge

31

(2.7)

(1.2)

One-off items

9

(22.1)

(26.8)

28.9

13.7

Finance income

10

4.5

1.0

Finance costs

10

(12.4)

(9.2)

Profit before tax

21.0

5.5

Income tax charge

11

(1.3)

(6.6)

Profit/(loss) for the year

19.7

(1.1)

Earnings/(loss) per share (pence)

Basic

14

7.1

(0.5)

Diluted

14

7.0

(0.5)

Adjusted earnings per share (pence)

Basic (2013 restated)

14

21.1

16.8

Diluted

14

20.9

15.9

 

All activities relate to continuing operations. All of the profit/(loss) for the year is attributable to the owners of the ultimate parent company.

 

 

Consolidated Statement of Comprehensive Income

for the year ended 31 March 2014

 

Year ended

Year ended

31 March

31 March

2014

2013

£m

£m

Profit/(loss) for the year

19.7

(1.1)

Items that may be reclassified subsequently to profit or loss:

Exchange differences on foreign operations

(46.5)

9.2

Fair value movements on cash flow hedges

(2.4)

1.5

Reclassification adjustments for movements on cash flow hedges

(0.6)

0.5

Tax related to components of other comprehensive income

0.8

(0.5)

Total comprehensive (loss)/income for the year

(29.0)

9.6

 

All of the total comprehensive (loss)/income for the year is attributable to the owners of the ultimate parent company.

Consolidated Balance Sheet

at 31 March 2014

 

(restated)

31 March

31 March

2014

2013

Note

£m

£m

ASSETS

 

Non-current assets

Goodwill

15

191.9

218.5

Other intangible assets

16

91.5

130.6

Investment in productions

17

61.2

70.2

Property, plant and equipment

18

5.5

5.3

Trade and other receivables

21

12.1

8.7

Deferred tax assets

12

5.3

8.7

Total non-current assets

367.5

442.0

Current assets

Inventories

19

47.2

50.0

Investment in acquired content rights

20

230.1

202.4

Trade and other receivables

21

230.5

252.1

Cash and cash equivalents

22

37.1

33.4

Current tax assets

0.3

2.5

Derivative financial instruments

28

2.1

1.7

Total current assets

547.3

542.1

 

Total assets

5

914.8

 

984.1

LIABILITIES

 

Non-current liabilities

Interest-bearing loans and borrowings

23

150.3

131.9

Other payables

25

6.7

18.3

Provisions

26

2.8

12.9

Deferred tax liabilities

12

3.2

7.4

Total non-current liabilities

163.0

170.5

Current liabilities

Interest-bearing loans and borrowings

23

41.7

46.0

Trade and other payables

25

370.3

399.4

Provisions

26

13.2

17.0

Current tax liabilities

15.9

19.1

Derivative financial instruments

28

3.3

1.3

Total current liabilities

444.4

482.8

 

Total liabilities

607.4

 

653.3

 

Net assets

307.4

330.8

EQUITY

 

Stated capital

 

30

286.0

 

282.4

Own shares

30

(3.6)

(7.2)

Other reserves

30

8.2

11.0

Currency translation reserve

(4.2)

42.3

Retained earnings

21.0

2.3

 

Total equity

307.4

 

330.8

 

The restatement of the consolidated balance sheet at 31 March 2013 relates to a reclassification between investment in productions and investment in acquired content rights and is further explained in Note 17.

 

These consolidated financial statements were approved by the Board of Directors on 19 May 2014.

 

Giles Willits

Director

Consolidated Statement of Changes in Equity

for the year ended 31 March 2014

Other reserves

Cash flow

Restructur-

Currency

Stated

Own

hedge

Warrants

ing

translation

Retained

Total

capital

shares

reserve

reserve

reserve

reserve

earnings

equity

£m

£m

£m

£m

£m

£m

£m

£m

At 1 April 2012

173.9

(7.7)

(0.4)

0.6

9.3

33.1

2.9

211.7

 

Loss for the year

-

-

-

-

-

-

 

(1.1)

 

(1.1)

Other comprehensive income

-

-

1.5

-

-

9.2

-

10.7

Total comprehensive income/(loss) for the year

-

-

1.5

-

-

9.2

(1.1)

9.6

Issue of common shares - for cash1

110.0

-

-

-

-

-

-

110.0

Transaction costs relating to issue of common shares for cash (net of deferred tax of £1.1m)1

(3.0)

-

-

-

-

-

-

(3.0)

Issue of common shares - on exercise of share options1

0.2

-

-

-

-

-

-

0.2

Issue of common shares - on exercise of share warrants1

1.3

-

-

-

-

-

-

1.3

Credits in respect of share-based payments

-

0.5

-

-

-

-

0.5

1.0

 

At 31 March 2013

 

282.4

 

(7.2)

 

1.1

0.6

9.3

 

42.3

 

2.3

 

330.8

 

Profit for the year

-

-

-

-

-

-

 

19.7

 

19.7

Other comprehensive loss

-

-

(2.2)

-

-

(46.5)

-

(48.7)

Total comprehensive (loss)/income for the year

-

-

(2.2)

-

-

(46.5)

19.7

(29.0)

Issue of common shares - on exercise of share options1

0.1

-

-

-

-

-

-

0.1

Issue of common shares - on exercise of share warrants1

4.0

-

-

-

-

-

-

4.0

Reclassification of warrants reserve on exercise of share warrants1

0.6

-

-

(0.6)

-

-

-

-

Distribution of shares to beneficiaries of the Employee Benefit Trust

-

3.6

-

-

-

-

(3.6)

-

Credits in respect of share-based payments

-

-

-

-

-

-

2.8

2.8

Reversal of deferred tax asset previously recognised on transaction costs relating to issue of common shares1

(1.1)

-

-

-

-

-

-

(1.1)

Deferred tax movement arising on share options

-

-

-

-

-

-

(0.2)

(0.2)

 

At 31 March 2014

286.0

(3.6)

(1.1)

-

9.3

(4.2)

21.0

307.4

 

1 See Note 30 for further details.

Consolidated Cash Flow Statement

for the year ended 31 March 2014

 

(restated)

 

Year ended

Year ended

 

31 March

31 March

2014

2013

 

Note

£m

£m

 

Operating activities

 

 

Operating profit

28.9

13.7

 

 

Adjustments for:

 

Depreciation of property, plant and equipment

18

1.4

1.5

 

Amortisation of software

16

1.2

1.1

 

Amortisation of acquired intangibles

16

36.0

17.8

 

Amortisation of investment in productions

17

72.4

63.8

 

Amortisation of investment in acquired content rights

20

168.9

75.5

 

Impairment of investment in acquired content rights

20

-

4.1

 

Foreign exchange movements

(0.8)

(0.6)

 

Share-based payment charge

31

2.7

1.2

 

Operating cash flows before changes in working capital and provisions

310.7

178.1

 

(Increase)/decrease in inventories

(5.7)

2.4

 

(Increase)/decrease in trade and other receivables

(14.1)

11.2

 

Decrease in trade and other payables

(14.0)

(11.1)

 

(Decrease)/increase in provisions

(12.7)

6.4

 

Cash generated from operations

264.2

187.0

 

Income tax paid

(5.9)

(9.0)

 

Net cash from operating activities

258.3

178.0

 

 

Investing activities

 

Acquisition of subsidiaries, net of cash acquired

33

(6.1)

(141.0)

 

Purchase of investment in acquired content rights

(199.4)

(101.6)

 

Purchase of investment in productions, net of grants received

(71.8)

(73.4)

 

Purchase of acquired intangibles

-

(4.2)

 

Purchase of property, plant and equipment

18

(2.4)

(1.5)

 

Purchase of software

16

(1.8)

(1.4)

 

Net cash used in investing activities

(281.5)

(323.1)

 

 

Financing activities

 

Proceeds on issue of shares

30

4.1

111.5

 

Transaction costs related to issue of shares

30

-

(4.1)

 

Drawdown of interest-bearing loans and borrowings

182.6

322.2

 

Repayment of interest-bearing loans and borrowings

(147.8)

(261.7)

 

Net drawdown of interim production financing

0.4

5.9

 

Interest paid

(10.7)

(6.3)

 

Fees paid in relation to the Group's senior bank facility

(1.0)

(8.5)

 

Net cash from financing activities

27.6

159.0

 

 

Net increase in cash and cash equivalents

4.4

 

13.9

 

Cash and cash equivalents at beginning of the year

22

31.8

17.4

 

Effect of foreign exchange rate changes on cash held

(2.5)

0.5

 

Cash and cash equivalents at end of the year

22

33.7

31.8

 

 

The restatement of the consolidated cash flow statement for the year ended 31 March 2013 relates to (i) a £1.9m reclassification between amortisation of investment in productions and amortisation of investment in acquired content rights and is further explained in Note 17 and (ii) the bifurcation of amortisation of other intangible assets between software and acquired intangibles to match with the current year's presentation.

 

 

Notes to the Consolidated Financial Statements

for the year ended 31 March 2014

 

1. Nature of operations and general information

 

Entertainment One Ltd. is a leading independent entertainment group focused on the acquisition, production and distribution of film and television content rights across all media throughout the world. Entertainment One Ltd. ("the Company") is the Group's ultimate parent company and is incorporated and domiciled in Canada. The registered office of the Company is 175 Bloor Street East, Suite 1400, North Tower, Toronto, Ontario, M4W 3R8. On 1 July 2013, the Company transferred the listing category of all of its common shares from the standard listing segment to the premium listing segment of the Official List of the Financial Conduct Authority. Segmental information is disclosed in Note 5.

 

Entertainment One Ltd. presents its consolidated financial statements in pounds sterling, which is also the functional currency of the parent company. These consolidated financial statements were approved for issue by the directors on 19 May 2014.

 

2. New, amended, revised and improved Standards

 

New Standards and amendments, revisions and improvements to Standards adopted during the year

During the year, the following were adopted by the Group:

 

New, amended, revised and improved Standards

Effective date

Amendment to IAS 1 Presentation of Items of Other Comprehensive Income

1 July 2012

Amendment to IAS 1 Government Loans

1 January 2013

Amendments to IFRS 7 Disclosures - Offsetting Financial Assets and Financial Liabilities

1 January 2013

IFRS13 Fair Value Measurement

1 January 2013

IAS 19 (as revised in 2011) Employee Benefits

1 January 2013

Annual improvements to IFRS (May 2012)

1 January 2013

 

The above items have had no material impact on the Group's financial position, performance or its disclosures.

 

New, amended and revised Standards issued but not adopted during the year

At the date of authorisation of these consolidated financial statements, the following Standards, which have not been applied in these consolidated financial statements, are in issue but not yet effective for periods beginning 1 April 2013:

 

New, amended and revised Standards

Effective date

IFRS10 Consolidated Financial Statements

1 January 2014

IFRS11 Joint Arrangements

1 January 2014

IFRS12 Disclosures of Interests in Other Entities

1 January 2014

Amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities

1 January 2014

Amendments to IFRS 10, IFRS 11 and IFRS 12 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance

1 January 2014

IAS 27 (as revised in 2011) Separate Financial Statements

1 January 2014

IAS 28 (as revised in 2011) Investments in Associates and Joint Ventures

1 January 2014

Amendment to IAS 32 Offsetting Financial Assets and Financial Liabilities

1 January 2014

Amendments to IAS 36 Recoverable Amount Disclosure for Non-Financial Assets

1 January 2014

Amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting

1 January 2014

Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date and Transition Disclosures

1 January 2015

 

The directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group's financial statements in the period of initial application.

 

3. Significant accounting policies

 

Use of additional performance measures

The Group presents underlying EBITDA, one-off items, adjusted profit before tax and adjusted earnings per share information. These measures are used by the Group for internal performance analysis and incentive compensation arrangements for employees. The terms 'underlying', 'one-off items' and 'adjusted' may not be comparable with similarly titled measures reported by other companies. The term 'underlying EBITDA' refers to operating profit or loss excluding operating one-off items, share-based payment charges, depreciation and amortisation of other intangible assets. The terms 'adjusted profit before tax' and 'adjusted earnings per share' refer to the reported measures excluding operating one-off items, amortisation of acquired intangibles, one-off items relating to the Group's financing arrangements, share-based payment charges and, in the case of adjusted earnings per share, one-off tax items.

 

Basis of preparation: (i) Preparation of the consolidated financial statements on the going concern basis

The Group's activities, together with the factors likely to affect its future development are set out in the Business Performance and Financial Review on pages 4 to 16.

 

The Group meets its day-to-day working capital requirements and funds its investment in content through a revolving credit facility which matures in January 2018 and is secured on assets held by the Group. Under the terms of the facility the Group is able to draw down in the local currencies of its operating businesses. The amounts drawn down by currency at 31 March 2014 are shown in Note 23.

 

The facility is subject to a series of covenants including fixed charge cover, gross debt against underlying EBITDA and capital expenditure. The Group has a track record of cash generation and is in full compliance with its existing bank facility covenant arrangements. At 31 March 2014 the Group had £37.1m of cash and cash equivalents, £154.9m of net debt and undrawn amounts under the facility of £97.2m.

 

The Group is exposed to uncertainties arising from the economic climate and also in the markets in which it operates. Market conditions could lead to lower than anticipated demand for the Group's products and services and exchange rate volatility could also impact reported performance. The directors have considered the impact of these and other uncertainties and factored them into their financial forecasts and assessment of covenant headroom. The Group's forecasts and projections, taking account of reasonable possible changes in trading performance (and available mitigating actions), show that the Group will be able to operate within the expected limits of the facility and provide headroom against the covenants for the foreseeable future. For this reason the directors continue to adopt the going concern basis in preparing the consolidated financial statements.

 

Basis of presentation: (ii) Other

These consolidated financial statements have been prepared under the historical cost convention (except for derivative financial instruments and share-based payment charges that have been measured at fair value) and in accordance with applicable International Financial Reporting Standards as adopted by the EU and IFRIC interpretations ("IFRS"). The Group's financial statements comply with Article 4 of the EU IAS Regulation.

 

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company (Entertainment One Ltd.) and its subsidiaries (the "Group"). The financial statements of the subsidiaries are prepared for the same reporting periods as the parent company, using consistent accounting policies. Subsidiaries are fully consolidated from the date of acquisition and continue to be consolidated until the date of disposal. All intra-group balances, transactions, income and expenses and unrealised profits and losses resulting from intra-group transactions that are recognised in assets, are eliminated in full.

 

Business combinations

Business combinations are accounted for using the acquisition method. The cost of a business combination is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the acquirer measures the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets.

3. Significant accounting policies (continued)

 

The cost of a business combination is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the consolidated income statement as incurred.

 

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, is recognised either in the consolidated income statement or as a change to other comprehensive income. If the contingent consideration is classified as equity, it is not re-measured until it is finally settled within equity.

 

Goodwill arising on a business combination is recognised as an asset and initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests over the fair value of net identifiable assets acquired (including other intangible assets) and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary or business acquired, any negative goodwill is recognised immediately in the consolidated income statement.

 

Revenue recognition

Revenue represents the amounts receivable for goods and services provided in the normal course of business, net of discounts and excluding value added tax (or equivalent). Revenue is derived from the licensing, marketing and distribution of feature films, television, video programming and music rights. Revenue is also derived from film and television production and licensing and merchandising sales. The following summarises the Group's main revenue recognition policies:

 

· Revenue from the exploitation of film and music rights is recognised based upon the contractual terms of each agreement.

· Revenue is recognised where there is reasonable contractual certainty that the revenue is receivable and will be received.

· Revenue from television licensing represents the contracted value of licence fees which is recognised when the licence term has commenced, the production is available for delivery, substantially all technical requirements have been met and collection of the fee is reasonably assured.

· Revenue from the sale of own or co-produced film or television productions is recognised when the production is available for delivery and there is reasonable contractual certainty that the revenue is receivable and will be received.

· Revenue from the sale of home entertainment and audio inventory is recognised at the point at which goods are despatched. A provision is made for returns based on historical trends.

· Revenue from licensing and merchandising sales represents the contracted value of licence fees which is recognised when the licence terms have commenced and collection of the fee is reasonably assured.

 

Pension costs

Payments to defined contribution retirement benefit plans are charged as an expense as they fall due.

 

Operating leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date, whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement. Rentals payable under operating leases are charged to the consolidated income statement on a straight-line basis over the lease term.

 

Borrowing costs

Borrowing costs, including finance costs, are recognised in the consolidated income statement in the period in which they are incurred. Borrowing costs are accounted for using the effective interest rate method.

 

Borrowing costs directly attributable to the acquisition or production of a qualifying asset (such as investment in productions) form part of the cost of that asset and are capitalised.

3. Significant accounting policies (continued)

 

Foreign currencies

Within individual companies

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

 

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. Foreign exchange differences arising on the settlement of such transactions and from translating monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised in the income statement.

 

Retranslation within the consolidated financial statements

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the exchange rate ruling at the date of each transaction during the period. Foreign exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised as income or expenses in the period in which the operation is disposed of.

 

One-off items

One-off items are items of income and expenditure that are non-recurring and, in the judgement of the directors, should be disclosed separately on the basis that they are material, either by their nature or their size, in order to provide a better understanding of the Group's underlying financial performance and enable comparison of financial performance between years.

 

Tax

Income tax

The income tax charge/credit represents the sum of the income tax currently payable and deferred tax.

 

The income tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's asset or liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax assets and liabilities

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction (other than in a business combination) that affects neither the tax profit nor the accounting profit.

 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

3. Significant accounting policies (continued)

 

In the UK and the US, the Group is entitled to a tax deduction for amounts treated as compensation on exercise of certain employee share options or vesting of share awards under each jurisdiction's tax rules. A share-based payment charge is recorded in the consolidated income statement over the vesting period of the relevant options and awards. As there is a temporary difference between the accounting and tax bases, a deferred tax asset is recorded. The deferred tax asset arising is calculated by comparing the estimated amount of tax deduction to be obtained in the future (based on the Company's share price at the balance sheet date) with the cumulative amount of the share-based payment charge recorded in the consolidated income statement. If the amount of estimated future tax deduction exceeds the cumulative amount of the compensation expense at the statutory rate, the excess is recorded directly in equity, against retained earnings.

 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities. This applies when they relate to income taxes levied by the same tax authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

Goodwill

Goodwill arising on a business combination is recognised as an asset and initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests over the fair value of net identifiable assets acquired (including other intangible assets) and liabilities assumed. Transaction costs directly attributable to the acquisition form part of the acquisition cost for business combinations prior to 1 January 2010 but from that date such costs are written-off to the consolidated income statement and do not form part of goodwill. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

 

Goodwill is allocated to cash generating units ("CGUs") which are tested for impairment annually or more frequently if there are indications that goodwill might be impaired. The CGUs identified are the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other groups of assets. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

 

Other intangible assets

Other intangible assets acquired by the Group are stated at cost less accumulated amortisation. Amortisation is charged to administrative expenses in the consolidated income statement on a straight-line basis over the estimated useful life of intangible fixed assets unless such lives are indefinite.

 

Other intangible assets mainly comprise amounts arising on consolidation of acquired subsidiaries such as exclusive content agreements and libraries, trade names and brands, exclusive distribution agreements, customer relationships and non-compete agreements. Other intangible assets also include amounts relating to costs of software.

 

3. Significant accounting policies (continued)

 

Other intangible assets are generally amortised over the following periods:

 

Exclusive content agreements and libraries

3-14 years

Trade names and brands

1-10 years

Exclusive distribution agreements

9 years

Customer relationships

9-10 years

Non-compete agreements

2-5 years

Software

3 years

 

Investment in productions

Investment in productions that are in development and for which the realisation of expenditure can be reasonably determined are classified and capitalised in accordance with IAS 38 Intangible Assets as productions in progress within investment in productions. On delivery of a production, the cost of investment is reclassified as productions delivered. Also included within investment in productions are programmes acquired on acquisition of subsidiaries.

 

Amortisation of investment in productions, including government grants credited, is charged to cost of sales unless it arises from revaluation on acquisition of subsidiaries in which case it is charged to administrative expenses. The maximum useful life is considered to be ten years.

 

Government grants

A government grant is recognised and credited as part of investment in productions when there is reasonable assurance that any conditions attached to the grant will be satisfied and the grants will be received and the programme has been delivered. Government grants are recognised at fair value.

 

Property, plant and equipment

Property, plant and equipment are stated at original cost less accumulated depreciation. Depreciation is charged to write off cost less estimated residual value of each asset over their estimated useful lives using the following methods and rates:

 

Leasehold improvements

Over the term of the lease

Fixtures, fittings and equipment

20%-30% reducing balance

 

The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Group reviews residual values and useful lives on an annual basis and any adjustments are made prospectively.

 

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the derecognition of the asset (determined as the difference between the sales proceeds and the carrying amount of the asset) is recorded in the consolidated income statement in the period of derecognition.

 

Interests in joint ventures

The Group has interests in joint ventures which are jointly controlled entities. The Group recognises its interest in joint ventures using proportionate consolidation, under which the Group combines its share of each of the assets, liabilities, income and expenses of the joint venture with similar items, line-by-line, in its consolidated financial statements. The financial statements of the Group's joint ventures are generally prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

 

3. Significant accounting policies (continued)

 

Impairment of non-financial assets

The carrying amounts of the Group's non-financial assets are tested annually for impairment (as required by IFRS, in the case of goodwill) or when circumstances indicate that the carrying amounts may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. The recoverable amount is the higher of an asset's or CGU's fair value less costs to sell and its value-in-use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered to be impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators.

 

Inventories

Inventories are stated at the lower of cost, including direct expenditure and other appropriate attributable costs incurred in bringing inventories to their present location and condition, and net realisable value. The cost of inventories is calculated using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

 

Investment in acquired content rights

In the ordinary course of business the Group contracts with film and television programme producers to acquire content rights for exploitation. Certain of these agreements require the Group to pay minimum guaranteed advances ("MGs"), the largest portion of which often becomes due when the film or television programme is received by the Group, usually some months subsequent to signing the contract. MGs are recognised in the consolidated balance sheet when a liability arises, usually on delivery of the film or television programme to the Group.

 

Investments in acquired content rights are recorded in the consolidated balance sheet if such amounts are considered recoverable against future revenues. These costs are amortised to cost of sales on a revenue forecast basis over a period not exceeding 10 years from the date of initial release. Acquired libraries are amortised over a period not exceeding 20 years. Amounts capitalised are reviewed at least quarterly and any portion of the unamortised amount that appears not to be recoverable from future net revenues is written-off to cost of sales during the period the loss becomes evident. Balances are included within current assets if they are expected to be realised within the normal operating cycle of the Film and Television businesses. The normal operating cycle of these businesses can be greater than 12 months. In general 65%-75% of film and television programme content is amortised within 12 months of theatrical release/delivery.

 

Trade and other receivables

Trade receivables are generally not interest-bearing and are stated at their fair value as reduced by appropriate allowances for estimated irrecoverable amounts.

 

Cash and cash equivalents

Cash and cash equivalents in the consolidated balance sheet comprise cash at bank and in-hand. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the consolidated balance sheet.

 

Interest-bearing loans and borrowings

All interest-bearing loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. Gains and losses are recognised in the consolidated income statement when the liabilities are derecognised, as well as through the amortisation process.

 

Interim production financing relates to short-term financing for the Group's film and television productions. Interest payable on interim production financing loans is capitalised and forms part of the cost of investment in productions.

3. Significant accounting policies (continued)

 

Deferred finance charges

All costs incurred by the Group that are directly attributable to the issue of debt are initially capitalised and deducted from the amount of gross borrowings. Such costs are then amortised through the consolidated income statement over the term of the instrument using the effective interest rate method.

 

Should there be a material change to the terms of the underlying instrument, any remaining unamortised deferred finance charges are immediately written-off to the consolidated income statement as a one-off finance item. Any new costs incurred as a result of the change to the terms of the underlying instrument are capitalised and then amortised over the term of the new instrument, again using the effective interest rate method.

 

Trade and other payables

Trade payables are generally not interest-bearing and are stated at their nominal value.

 

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, where the obligation can be estimated reliably, and where it is probable that an outflow of economic benefits will be required to settle that obligation. Provisions are measured at the directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material. Where discounting is used, the increase in the provision due to unwinding the discount is recognised as a finance expense.

 

Derivative financial instruments and hedging

Derivative financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

 

The Group uses derivative financial instruments to reduce its exposure to foreign exchange and interest rate movements. The Group does not hold or issue derivative financial instruments for financial trading purposes.

 

Derivative financial instruments are classified as held-for-trading and recognised in the consolidated balance sheet at fair value. Derivatives designated as hedging instruments are classified on inception as cash flow hedges, net investment hedges or fair value hedges.

 

Changes in the fair value of derivatives designated as cash flow hedges are recognised in equity to the extent that they are deemed effective. Ineffective portions are immediately recognised in the consolidated income statement. When the hedged item affects profit or loss then the amounts deferred in equity are recycled to the consolidated income statement.

 

Fair value hedges record the change in the fair value in the consolidated income statement, along with the changes in the fair value of the hedged asset or liability.

 

Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are immediately recognised in the consolidated income statement.

 

Dividends

Distributions to equity holders are not recognised in the consolidated income statement under IFRS, but are disclosed as a component of the movement in total equity. A liability is recorded for a dividend when the dividend is declared by the Company's directors.

 

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 

3. Significant accounting policies (continued)

 

Own shares

The Entertainment One Ltd. shares held by the Trustees of the Company's Employee Benefit Trust ("EBT") are classified in total equity as own shares and are recognised at cost. Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds from sale and the original cost being taken to revenue reserves. No gain or loss is recognised on the purchase, sale, issue or cancellation of equity shares.

 

Share-based payments

The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value is measured by means of a binomial valuation model. The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

 

Segmental reporting

The Group's operating segments are identified on the basis of internal reports that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The Chief Executive Officer has been identified as the chief operating decision maker. The Group has two reportable segments: Film and Television, based on the types of products and services from which each segment derives its revenues.

 

The Film segment includes revenues from all of the Group's activities in relation to the production, acquisition and exploitation of film content rights.

 

The Television segment includes revenues from all of the Group's activities in relation to the production, acquisition and exploitation of television and music content.

 

4. Significant accounting judgements and key sources of estimation uncertainty

 

The preparation of consolidated financial statements under IFRS requires the Group to make estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date and amounts reported for revenues and expenses during the year. The nature of estimation means that actual outcomes could differ from those estimates.

 

Estimates and judgements are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects that period only, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.

 

Impairment of goodwill

The Group determines whether goodwill is impaired on at least an annual basis. This requires an estimation of the value-in-use of the CGUs to which the goodwill is allocated. Estimating a value-in-use amount requires the directors to make an estimate of the expected future cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows. At 31 March 2014, the carrying amount of goodwill was £191.9m (2013: £218.5m). Further details of goodwill are contained in Note 15.

 

4. Significant accounting judgements and key sources of estimation uncertainty (continued)

 

Acquired intangibles

The Group recognises intangible assets acquired as part of a business combination at fair value at the date of acquisition. The determination of these fair values is based upon the directors' judgement and includes assumptions on the timing and amount of future incremental cash flows generated by the assets and selection of an appropriate cost of capital. Furthermore, the directors must estimate the expected useful lives of intangible assets and charge amortisation on these assets accordingly. At 31 March 2014, the total carrying amount of the Group's acquired intangibles was £87.5m (2013: £126.5m). Further details of acquired intangibles are contained in Note 16.

 

Investment in productions and investment in acquired content rights

The Group capitalises investment in productions and investment in acquired content rights and then amortises these balances on a revenue forecast basis, recording the amortisation charge in cost of sales. Amounts capitalised are reviewed at least quarterly and any that appear to be irrecoverable from future net revenues are written-off to cost of sales during the period the loss becomes evident. The estimate of future net revenues depends on the directors' judgement and assumptions based on the pattern of historical revenue streams and the remaining life of each contract. At 31 March 2014, the carrying amount of investment in productions was £61.2m (2013: £70.2m, as restated) and the carrying amount of investment in acquired content rights was £230.1m (2013: £202.4m, as restated). Further details of investment in productions and investment in acquired content rights are contained in Notes 17 and 20, respectively.

 

Provisions for onerous film contracts

The Group recognises a provision for an onerous film contract when the unavoidable costs of meeting the obligations under the contract exceed the expected benefits to be received under it. The estimate of the amount of the provision requires management to make judgements and assumptions of future cash inflows and outflows and also an assessment of the least cost of exiting the contract. To the extent that events, revenues or costs differ in the future, the carrying amount of provisions may change. At 31 March 2014, the carrying amount of onerous film contracts was £13.7m (2013: £20.1m). Further details of onerous film contracts are contained in Note 26.

 

Share-based payments

The charge for share-based payments is determined based on the fair value of awards at the date of grant by use of the binomial model which requires judgements to be made regarding expected volatility, dividend yield, risk free rates of return and expected option lives. The list of inputs used in the binomial model to calculate the fair values is provided in Note 31.

 

Deferred tax

Deferred tax assets and liabilities require the directors' judgement in determining the amounts to be recognised. In particular, judgement is used when assessing the extent to which deferred tax assets should be recognised with consideration to the timing and level of future taxable income. At 31 March 2014, the Group had a net deferred tax asset of £2.1m (2013: £1.3m). Further details of deferred tax are contained in Note 12.

 

Income tax

The actual tax on the result for the year is determined according to complex tax laws and regulations. Where the effect of these laws and regulations is unclear, estimates are used in determining the liability for tax to be paid on past profits which are recognised in the consolidated financial statements. The Group considers the estimates, assumptions and judgements to be reasonable but this can involve complex issues which may take a number of years to resolve. The final determination of prior year tax liabilities could be different from the estimates reflected in the consolidated financial statements.

 

5. Segmental analysis

 

Operating segments

For internal reporting and management purposes, the Group is organised into two main reportable segments based on the types of products and services from which each segment derives its revenue - Film and Television. These divisions are the basis on which the Group reports its operating segment information.

 

The types of products and services from which each reportable segment derives its revenues are as follows:

 

· Film - the production, acquisition and exploitation of film content rights across all media.

 

· Television - the production, acquisition and exploitation of television and music content across all media.

 

Inter-segment sales are charged at prevailing market prices.

 

Segment information for the year ended 31 March 2014 is presented below.

 

Film

Television

Eliminations

Consolidated

Notes

£m

£m

£m

£m

Segment revenues

External sales

680.9

138.7

-

819.6

Inter-segment sales

6.0

23.5

(29.5)

-

Total segment revenues

686.9

162.2

(29.5)

819.6

Segment results

Segment underlying EBITDA

74.1

24.3

-

98.4

Group costs

(6.1)

Underlying EBITDA

92.3

Amortisation of acquired intangibles

16

(36.0)

Depreciation

(2.6)

Share-based payment charge

31

(2.7)

One-off items

9

(22.1)

Operating profit

28.9

Finance income

10

4.5

Finance costs

10

(12.4)

Profit before tax

21.0

Tax

11

(1.3)

Profit for the year

19.7

 

Segment assets

Total segment assets

694.2

214.7

-

908.9

Unallocated corporate assets

5.9

Total assets

914.8

 

Other segment information

Amortisation of acquired intangibles

(32.1)

(3.9)

-

(36.0)

Depreciation and amortisation of software

16,18

(2.5)

(0.1)

-

(2.6)

One-off items

(21.9)

(0.2)

-

(22.1)

 

5. Segmental analysis (continued) 

 

Segment information for the year ended 31 March 2013 is presented below.

 

Film

Television

Eliminations

Consolidated

Notes

£m

£m

£m

£m

Segment revenues

External sales

512.6

116.5

-

629.1

Inter-segment sales

5.4

16.9

(22.3)

-

Total segment revenues

518.0

133.4

(22.3)

629.1

Segment results

Segment underlying EBITDA

49.3

18.0

0.1

67.4

Group costs

(4.9)

Underlying EBITDA

62.5

Amortisation of acquired intangibles

16,17

(18.2)

Depreciation

(2.6)

Share-based payment charge

31

(1.2)

One-off items

9

(26.8)

Operating profit

13.7

Finance income

10

1.0

Finance costs

10

(9.2)

Profit before tax

5.5

Tax

11

(6.6)

Loss for the year

(1.1)

 

Segment assets

Total segment assets

777.3

201.8

-

979.1

Unallocated corporate assets

5.0

Total assets

984.1

 

Other segment information

Amortisation of acquired intangibles

(15.1)

(3.1)

-

(18.2)

Depreciation and amortisation of software

16,18

(2.4)

(0.2)

-

(2.6)

One-off items:

Impairment of investment in acquired content rights

6,20

(4.1)

-

-

(4.1)

Other one-off items

(22.7)

-

-

(22.7)

 

Geographical information

The Group's operations are located in Canada, the UK, the US, Australia, Benelux and Spain. The Film division is located in all of these geographies. The Group's Television operations are located in Canada, the US and the UK. The following table provides an analysis of the Group's revenue based on the location of the customer and the carrying amount of segment non-current assets by the geographical area in which the assets are located for the years ended 31 March 2014 and 2013.

 

 

 

External

revenues

2014

£m

Non-current

assets1

2014

£m

External

revenues

2013

£m

Non-current

assets1

2013

£m

Canada

284.4

206.6

238.8

249.3

UK

215.0

75.1

159.2

95.0

US

145.5

33.7

119.3

19.4

Rest of Europe

113.8

35.4

68.2

41.4

Other

60.9

11.4

43.6

14.9

Total

819.6

362.2

629.1

420.0

1 Non-current assets by location exclude amounts relating to deferred tax assets.

 

 

6. Operating profit

 

Operating profit for the year is stated after charging/(crediting):

 

 

 

Notes

 

Year ended

31 March

2014

£m

(restated)

Year ended

31 March

2013

£m

Amortisation of investment in productions

17

72.4

63.8

Amortisation of investment in acquired content rights

20

168.9

75.5

Amortisation of acquired intangibles

16

36.0

17.8

Amortisation of software

16

1.2

1.1

Depreciation of property, plant and equipment

18

1.4

1.5

Impairment of investment in acquired content rights

5,20

-

4.1

Staff costs

8

74.5

61.0

Net foreign exchange gains

(0.8)

(0.6)

Operating lease rentals

5.9

5.6

 

The restatement of amounts for the year ended 31 March 2013 relates to a reclassification of £1.9m between amortisation of investment in productions and amortisation of investment in acquired content rights and is further explained in Note 17.

 

The total remuneration during the year of the Group's auditor was as follows:

 

 

 

Year ended

31 March

2014

£m

Year ended

31 March

2013

£m

Audit fees

- Fees payable for the audit of the Group's annual accounts

0.4

0.4

- Fees payable for the audit of the Group's subsidiaries

0.3

0.2

Other services

- Services relating to corporate finance transactions

0.4

1.8

- Tax advisory services

0.5

0.2

- Other services

0.1

0.1

Total

1.7

2.7

 

Fees for corporate finance services in the table above for the year ended 31 March 2014 of £0.6m primarily relate to fees paid to the Group's auditor in respect of the transfer of the Company's common shares from the standard listing segment to the premium listing segment of the Official List of the Financial Conduct Authority. The amount of £1.8m in the prior year relates to fees paid to the Group's auditor in respect of the Alliance acquisition (see Note 33 for further details).

 

7. Key management compensation and directors' emoluments

 

Key management compensation

The directors are of the opinion that the key management of the Group in the years ended 31 March 2014 and 2013 comprised the three executive directors. These persons had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. Compensation for Patrice Theroux (who stood down from the Board, effective 31 March 2014, in order to focus on leading the Group's global Film business) is included in the table below.

 

The aggregate amounts of key management compensation are set out below:

 

Year ended

Year ended

31 March

31 March

2014

2013

£m

£m

Short-term employee benefits1

3.1

2.6

Other long-term benefits2

5.2

-

Share-based payment benefits

0.6

0.4

Total

8.9

3.0

1 Short-term employee benefits comprise salary, taxable benefits, annual bonus and pensions and includes employer social security contributions of £0.2m (2013: £0.2m).

2 Other long-term benefits represents the out-performance incentive plan payment of £5.0m and the social security contributions thereon of £0.2m. A provision for the full amount was recognised in the prior year as the directors assessed that it was more likely than not that this obligation would be settled. As set out in Note 26, in early 2014 the conditions attached to the potential award were achieved and therefore it is only in the current year that the directors earned the aggregate amount of £5.0m (excluding social security contributions), although no charge has been recorded in the year ended 31 March 2014.

 

8. Staff costs

 

The average number of employees, including directors, are presented below:

 

Year ended

Year ended

31 March

31 March

2014

2013

Number

Number

Average number of employees

Canada

816

721

US

253

241

UK

146

126

Australia

35

30

Rest of Europe

81

51

Total

1,331

1,169

 

The table below sets out the Group's staff costs (including directors' remuneration).

 

Year ended

Year ended

31 March

31 March

2014

2013

£m

£m

Wages and salaries

65.1

53.8

Share-based payment charge

2.7

1.2

Social security costs

5.6

5.0

Pension costs

1.1

1.0

Total

74.5

61.0

 

Included within total staff costs of £74.5m for the year ended 31 March 2014 (2013: £61.0m) is £7.0m (2013: £5.5m) of one-off staff costs, as described in further detail in Note 9.

9. One-off items

 

One-off items are items of income and expenditure that are non-recurring and, in the judgement of the directors, should be disclosed separately on the basis that they are material, either by their nature or their size, to provide a better understanding of the Group's underlying financial performance and enable comparison of financial performance between years. Items of income or expense that are considered by management for designation as one-off are as follows:

 

Year ended

Year ended

31 March

31 March

2014

2013

Note

£m

£m

Alliance-related costs

Alliance-related restructuring costs

14.2

9.8

Alliance-related acquisition costs

5.3

9.9

Total Alliance-related costs

19.5

19.7

Other items

Other corporate projects and acquisitions costs

2.6

0.2

Out-performance incentive plan charge

-

5.2

HMV and Blockbuster charge

-

1.7

Total other items

2.6

7.1

Total one-off costs

14

22.1

26.8

 

Alliance related costs

Alliance-related restructuring costs

During the year ended 31 March 2014, the Group incurred £14.2m (2013: £9.8m) of restructuring costs relating to the Alliance acquisition, which was completed in January 2013. During the year, the Alliance synergy-realisation programme, the costs of which are reflected in restructuring costs, has delivered higher than expected savings. A charge of £7.0m (2013: £5.5m) was recorded for staff redundancy costs associated with the Group's synergy-realisation programme. A charge of £3.8m was incurred due to higher inventory returns arising from the inventory consolidation programme to integrate the acquired Alliance film catalogue. In addition, a charge of £2.4m has been recorded during the year in respect of unused office space as a result of the integration of the operations in Canada and the UK. Other restructuring costs of £1.0m were recognised during the year and included charges associated with systems integration.

 

In the prior year, post-acquisition and in the light of the combining of two large film catalogues, the Group assessed the carrying value of certain balance sheet items, particularly investment in acquired content rights and inventory. This review involved, amongst other items, reassessing the Group's ultimate revenues from home entertainment sales. As a result of this review, a one-off charge of £4.3m was recorded in the consolidated income statement in the year ended 31 March 2013, including an impairment of investment in acquired content rights of £2.5m.

 

Alliance-related acquisition costs

During the year ended 31 March 2014, the Group reassessed the amount of contingent consideration payable in respect of box office targets related to the Alliance acquisition, resulting in a one-off credit to the consolidated income statement of £9.8m, representing a full release of the provision which had been established in the prior year. A sub-set of the film titles (which were included in the box office targets), which have significantly under-performed in the year or which are expected to significantly under-perform in the following financial year, have been identified by the directors as being the principal reason for the box office targets being missed and therefore charges relating to these film titles have also been recognised as one-offs costs during the year, resulting in a net charge of £5.3m.

 

During the year ended 31 March 2013, the Group incurred £9.9m of Alliance-related acquisition costs. These costs included fees in respect of due diligence work performed, a competition review process and other advisory and legal expenses.

 

 

 

9. One-off items (continued)

 

Other corporate projects and acquisitions costs

Charges related to other corporate projects and acquisitions during the year ended 31 March 2014 of £2.6m (2013: £0.2m) mainly relate to the transfer of the listing category of all of the Company's common shares from the standard listing segment to the premium listing segment of the Official List of the Financial Conduct Authority. Acquisition costs incurred during the year ended 31 March 2014 include fees related to the Group's acquisition of Art Impressions Inc. ("Art Impressions"), a US brand and licensing agency, on 16 July 2013 (see Note 33 for further details).

 

Out-performance incentive plan charge

Since March 2007, the Group had in place an out-performance incentive plan for the benefit of the executive directors. Under this plan, a total amount of £5.0m was payable to the executive directors, conditional on the Company's share price achieving a 180 day volume-weighted average price of £2.25 per share. At 31 March 2013, the directors assessed that it was more likely than not that this obligation would be settled and therefore made a provision for the full amount of £5.0m (plus related social security of £0.2m). This amount was settled in full during the current year.

 

HMV and Blockbuster charge

In early 2013, the entire UK operations of HMV Group ("HMV") and Blockbuster Entertainment Ltd and Blockbuster GB Ltd (together "Blockbuster") went into administration. Although both were subsequently sold out of administration, the businesses were restructured with a significant number of store closures. Due to this reduction in shelf-space, the Group reduced its projected ultimate home entertainment revenue across a number of titles, recording a one-off charge of £1.6m during the year ended 31 March 2013 to write down certain film titles to their recoverable amount. In addition, a one-off bad debt expense was recorded of £0.1m in the prior year.

 

10. Finance income and finance costs

 

Finance income and finance costs comprise:

 

Year ended

Year ended

31 March

31 March

2014

2013

Notes

£m

£m

Finance income

Net foreign exchange gains

3.8

1.0

Gain on fair value of derivative financial instruments

0.7

-

Total finance income

4.5

1.0

Finance costs

Interest on bank loans and overdrafts

(9.3)

(5.8)

Amortisation of deferred finance charges

24

(1.7)

(1.3)

Other accrued interest charges

(0.8)

-

Fees payable on amendment to senior bank facility

23

(0.6)

-

Write-off of unamortised deferred finance charges

23,24

-

(1.8)

Loss on fair value of derivative financial instruments

-

(0.3)

Total finance costs

(12.4)

(9.2)

 

Net finance costs

(7.9)

(8.2)

Of which:

Adjusted net finance costs

(11.8)

(6.1)

One-off net finance income/(costs)

14

3.9

(2.1)

 

Adjusted net finance costs are £8.0m (2013: £4.4m) after tax. This measure forms part of the calculation of average return on capital employed.

10. Finance income and finance costs (continued)

 

One-off net finance income of £3.9m (2013: costs of £2.1m) comprises foreign exchange gains of £4.5m (2013: £nil), a gain of £0.7m (2013: loss of £0.3m) arising on the mark-to-market of derivative financial instruments, a charge of £0.6m (2013: £nil) in respect of fees incurred on amendments made to the Group's senior bank facility during the year and £0.7m (2013: £nil) of non-cash accrued interest charges on certain liabilities. The prior year amount also includes £1.8m related to the write-off of unamortised deferred finance charges arising on the re-financing of the Group's bank borrowings in January 2013.

 

As set out above, of the net foreign exchange gains of £3.8m recognised during the year ended 31 March 2014, a credit of £4.5m has been treated as a one-off item (with a charge of £0.7m being included within adjusted net finance costs). Part of the one-off amount has arisen on the revaluation of certain monetary assets and liabilities acquired as part of the Alliance acquisition. The remaining one-off foreign exchange gain is as a result of the implementation in the current year of a finance structure to manage the portfolio of multi-currency intercompany loans that form the basis of the long-term financing of the Group's international operations. During the year, the exposures giving rise to these foreign exchange gains have been substantially mitigated.

11. Tax

 

Analysis of charge in the year

Year ended

Year ended

31 March

31 March

2014

2013

Note

£m

£m

Current tax (charge)/credit:

- in respect of current year

(6.1)

(9.9)

- in respect of prior years

0.4

0.2

Total current tax charge

(5.7)

(9.7)

Deferred tax credit/(charge):

- in respect of current year

2.4

3.4

- in respect of prior years

2.0

(0.3)

Total deferred tax credit

4.4

3.1

Income tax charge

(1.3)

(6.6)

Of which:

Adjusted tax charge on adjusted profit before tax

(19.4)

(15.0)

One-off net tax credit

14

18.1

8.4

 

The one-off tax credit comprises tax credits of £7.2m (2013: £4.7m) on the one-off items described in Note 9, tax credits of £8.5m (2013: £4.6m) on amortisation of acquired intangibles (see Note 16), a tax charge of £0.5m (2013: tax credit of £0.6m) on one-off net finance items as described in Note 10, a tax charge of £0.1m (2013: £nil) on share-based payment charges as described in Note 31 and a tax credit of £3.0m (2013: tax charge of £1.5m) on other non-recurring tax items.

 

The charge for the year can be reconciled to the profit in the consolidated income statement as follows:

 

Year ended

31 March 2014

Year ended

31 March 2013

£m

%

£m

%

Profit before tax

21.0

5.5

 

Taxes at applicable domestic rates

(4.5)

(21.4)%

(1.2)

(21.8)%

Effect of income that is exempt from tax

1.8

8.6%

-

-

Effect of expenses that are not deductible in determining taxable profit

(2.5)

(11.9)%

(5.2)

(94.6)%

Effect of losses/temporary differences not recognised

1.6

7.6%

(0.2)

(3.6)%

Effect of tax rate changes

(0.1)

(0.5)%

(0.1)

(1.8)%

Prior year items

2.4

 11.4%

0.1

1.8%

Income tax charge and effective tax rate for the year

(1.3)

(6.2)%

(6.6)

(120.0)%

11. Tax (continued)

 

Income tax is calculated at the rates prevailing in the respective jurisdictions. The standard tax rates in each jurisdiction are 26.5% in Canada (2013: 26.5%), 38.5% in the US (2013: 38.5%), 23.0% in the UK (2013: 24.0%), 25.0% in the Netherlands (2013: 25.0%), 30.0% in Australia (2013: 30.0%) and 30.0% in Spain (2013: 30.0%).

 

Analysis of tax on items taken directly to equity

 

Year ended

Year ended

31 March

31 March

2014

2013

Note

£m

£m

Deferred tax credit/(charge) on cash flow hedges

0.8

(0.5)

Deferred tax charge on share options

(0.2)

-

Deferred tax (charge)/credit on transaction costs relating to issue of common shares

30

(1.1)

1.1

Total (charge)/credit taken directly to equity

12

(0.5)

0.6

 

12. Deferred tax assets and liabilities

 

The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during the year.

 

Accelerated taxdepreciation

Other intangibleassets

Unusedtax losses

Financing

items

 

Other

Total

Note

£m

£m

£m

£m

£m

£m

At 1 April 2012

(0.5)

(6.0)

0.3

2.0

2.6

(1.6)

Acquisition of subsidiaries

33

-

(21.6)

21.4

-

(0.5)

(0.7)

(Charge)/credit to income

(0.2)

3.7

(0.5)

(0.7)

0.8

3.1

Credit to equity

11

-

-

-

0.6

-

0.6

Exchange differences

-

(0.6)

0.4

-

0.1

(0.1)

At 31 March 2013

(0.7)

(24.5)

21.6

1.9

3.0

1.3

Acquisition of subsidiaries

33

-

(3.5)

-

-

-

(3.5)

Credit/(charge) to income

0.5

10.7

(4.3)

(1.4)

(1.1)

4.4

Charge to equity

11

-

-

-

(0.3)

(0.2)

(0.5)

Exchange differences

0.2

2.4

(2.4)

0.1

0.1

0.4

At 31 March 2014

-

(14.9)

14.9

0.3

1.8

2.1

 

The category 'Other' includes temporary differences on share options, accrued liabilities, certain asset valuation provisions, foreign exchange gains, investment in productions and investment in acquired content rights.

 

The deferred tax balances have been reflected in the consolidated balance sheet as follows:

 

31 March

31 March

2014

2013

£m

£m

Deferred tax assets

5.3

8.7

Deferred tax liabilities

(3.2)

(7.4)

Total

2.1

1.3

 

Utilisation of deferred tax assets is dependent on the future profitability of the Group. The Group has recognised net deferred tax assets relating to tax losses and other short-term temporary differences carried forward as the Group considers that, on the basis of the most recent forecasts, there will be sufficient taxable profits in the future against which these items will be offset.

 

 

12. Deferred tax assets and liabilities (continued)

 

At the balance sheet date, the Group has unrecognised deferred tax assets of £39.9m (2013: £45.4m) relating to tax losses and other temporary differences available for offset against future profits. The assets have not been recognised due to the unpredictability of future profit streams. Included in unrecognised deferred tax assets are £25.8m (2013: £21.6m) relating to losses that will expire in the years ending 2023 to 2034.

 

At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred tax liabilities have not been recognised was £3.4m (2013: £1.8m). There were no temporary differences arising in connection with interests in joint ventures.

 

The UK corporation tax rate reduced to 23% from 1 April 2013. Legislation was substantially enacted in July 2013 to reduce the rate of corporation tax to 21% from 1 April 2014, with a further reduction to 20% from 1 April 2015. These new rates have been used in the calculation of the UK's deferred tax assets and liabilities at 31 March 2014.

 

13. Dividends

 

The directors have declared a final dividend in respect of the financial year ended 31 March 2014 of 1.0 pence per share which will absorb an estimated £2.9m of total equity. It will be paid on or around 9 September 2014 to shareholders who are on the register of members on 11 July 2014 (the record date). This dividend is expected to qualify as an eligible dividend for Canadian tax purposes. The dividend will be paid net of withholding tax based on the residency of the individual shareholder. The directors did not declare a dividend for the financial year ended 31 March 2013.

 

14. Earnings per share

 

Year ended

31 March 2014

Year ended

31 March 2013

Pence

Pence

Basic earnings/(loss) per share

7.1

(0.5)

Diluted earnings/(loss) per share

7.0

(0.5)

Adjusted basic earnings per share (2013 restated)

21.1

16.8

Adjusted diluted earnings per share

20.9

15.9

 

Basic earnings per share is calculated by dividing earnings for the year attributable to shareholders by the weighted average number of shares in issue during the year, excluding treasury shares held by the EBT which are treated as cancelled.

 

Adjusted basic earnings per share is calculated by dividing adjusted earnings for the year attributable to shareholders by the weighted average number of shares in issue during the year, excluding treasury shares held by the EBT which are treated as cancelled. Adjusted earnings are the profit for the year attributable to shareholders adjusted to exclude one-off operating and finance items, share-based payment charges and amortisation of acquired intangibles (net of any related tax effects).

 

Diluted earnings per share and adjusted diluted earnings per share are calculated after adjusting the weighted average number of shares in issue during the year to assume conversion of all potentially dilutive shares.

 

There have been no transactions involving common shares or potential common shares between the reporting date and the date of authorisation of these consolidated financial statements.

 

14. Earnings per share (continued)

 

The weighted average number of shares used in the earnings per share calculations are set out below.

 

Year ended

31 March 2014

Million

(restated)

Year ended

31 March 2013

Million

Weighted average number of shares for basic earnings per share and adjusted basic earnings per share

277.7

230.7

Effect of dilution:

Employee share awards

2.1

11.8

Share warrants

-

1.8

Weighted average number of shares for diluted earnings per share and adjusted diluted earnings per share

279.8

244.3

 

As noted above, shares held by the EBT, classified as treasury shares, are excluded from basic earnings per share and adjusted basic earnings per share. In 2013, 3.5m shares were excluded from the earnings per share calculation on this basis, despite these shares being allocated to specific beneficiaries' sub-trusts and having voting rights attached to them. In the current year, the directors no longer consider that shares in such sub-trusts should be treated as treasury shares and therefore these have not been excluded from the earnings per share calculations. Accordingly, the weighted average number of shares for both basic earnings per share and adjusted earnings per share for the year ended 31 March 2013 have been restated to match the current year's presentation. Consequently, adjusted basic earnings per share for the year ended 31 March 2013 has been restated.

 

Adjusted earnings per share

The directors believe that the presentation of adjusted earnings per share, being the diluted earnings per share adjusted for one-off operating and finance items, share-based payment charges and amortisation of acquired intangibles (net of any related tax effects), helps to explain the underlying performance of the Group. A reconciliation of the earnings used in the diluted earnings per share calculation to earnings used in the adjusted earnings per share calculation are set out below.

 

Year ended

31 March 2014

Year ended

31 March 2013

Note

£m

Pence per share

£m

Pence per share

Profit/(loss) for the year

19.7

7.0

(1.1)

(0.5)

Add back one-off items

9

22.1

7.9

26.8

11.0

Add back amortisation of acquired intangibles1

16

36.0

12.9

18.2

7.4

Add back share-based payment charge

31

2.7

1.0

1.2

0.5

(Deduct)/add back one-off net finance (income)/costs

10

(3.9)

(1.4)

2.1

0.9

Deduct net tax effect of above and other one-off tax items

11

(18.1)

(6.5)

(8.4)

(3.4)

Adjusted earnings

58.5

20.9

38.8

15.9

 

1 As set out in Note 17, amortisation of acquired intangibles above for the year ended 31 March 2013 includes £0.4m in respect of acquired investment in productions.

 

Profit before tax (IFRS measure) of £21.0m (2013: £5.5m) is reconciled to adjusted profit before tax and adjusted earnings as follows:

 

Year ended

31 March

2014

Year ended

31 March

2013

Note

£m

£m

Profit before tax (IFRS measure)

21.0

5.5

Add back one-off items

22.1

26.8

Add back amortisation of acquired intangibles1

36.0

18.2

Add back share-based payment charge1

2.7

1.2

(Deduct)/add back one-off net finance (income)/costs

(3.9)

2.1

Adjusted profit before tax

77.9

53.8

Adjusted tax charge thereon

11

(19.4)

(15.0)

Adjusted earnings

58.5

38.8

 

1 As set out on page 20, these items are not added back to the IFRS measure of profit before tax in the auditors' calculation of materiality.

15. Goodwill

 

Note

Total

£m

Cost and carrying amount

At 1 April 2012

108.9

Acquisition of subsidiaries

33

103.9

Exchange differences

5.7

At 31 March 2013

218.5

Exchange differences

(26.6)

At 31 March 2014

191.9

 

Goodwill arising on a business combination is allocated to the CGUs that are expected to benefit from that business combination. As explained below, the Group's CGUs are Film and Television.

 

Amounts recorded within acquisition of subsidiaries in the prior year relate to the goodwill arising on the acquisition of Alliance which is explained in further detail in Note 33. The acquired Alliance business has been integrated into the Film CGU.

 

Impairment testing for goodwill

The Group tests goodwill annually for impairment, or more frequently, if there are indications that goodwill might be impaired. An impairment loss is recognised if the carrying value of a CGU exceeds its recoverable amount.

 

The recoverable amount of a CGU is determined from value-in-use calculations based on the net present value of discounted cash flows. In assessing value-in-use, the estimated future cash flows are derived from the most recent financial budgets and plans and an assumed growth rate. A terminal value is calculated by discounting using an appropriate weighted discount rate. Any impairment losses are recognised in the consolidated income statement as an expense.

 

Key assumptions used in value-in-use calculation

Key assumptions used in the value-in-use calculations for each CGU are set out below.

 

31 March 2014

31 March 2013

CGU

Discount

rate

Terminal

growth rate

Period of

specific cash

flows

Discount

rate

Terminal

growth rate

Period of

specific cash

flows

Film

11.0%

2.8%

5 years

11.1%

2.8%

5 years

Television

10.5%

3.0%

5 years

10.7%

2.9%

5 years

 

The calculations of the value-in-use for both CGUs are most sensitive to the operating profit, discount rate and growth rate assumptions.

 

Operating profits - Operating profits are based on budgeted/planned growth in revenue resulting from new investment in acquired content rights, investment in productions and growth in the relevant markets.

 

Discount rates - A pre-tax discount rate is applied to calculate the net present value of the CGU. The pre-tax discount rate is based on the Group weighted average cost of capital of 9.5% (2013: 9.7%). The discount rate is adjusted where specific country and operational risks are sufficiently significant to have a material impact on the outcome of the impairment test.

 

Terminal growth rate estimates - The terminal growth rates for Film and Television, 2.8% and 3.0% respectively (2013: Film 2.8%; Television 2.9%), are used beyond the end of year five and do not exceed the long-term projected growth rates for the relevant market.

 

Period of specific cash flows - Specific cash flows reflect the period of detailed forecasts prepared as part of the Group's annual planning cycle.

 

15. Goodwill (continued)

 

The carrying value of goodwill, translated at year-end exchange rates, is allocated as follows:

 

31 March 2014

31 March 2013

CGU

£m

£m

Film

173.6

197.2

Television

18.3

21.3

Total

191.9

218.5

 

Sensitivity to change in assumptions

Film

The Film calculations show that there is in excess of £300m of headroom when compared to carrying values at 31 March 2014 (2013: in excess of £200m). Consequently the directors believe that no reasonable change in the above key assumptions would cause the carrying value of this CGU to materially exceed its recoverable amount.

 

Television

The Television calculations show that there is in excess of £100m of headroom when compared to carrying values at 31 March 2014 (2013: in excess of £25m). Consequently the directors believe that no reasonable change in the above key assumptions would cause the carrying value of this CGU to materially exceed its recoverable amount.

 

16. Other intangible assets

 

Acquired intangibles

Note

Exclusivecontentagreementsand libraries£m

Trade namesand brands£m

Exclusivedistributionagreements£m

Customerrelation-ships£m

Non-competeagreements£m

Software

£m

Total

£m

Cost

At 1 April 2012

42.6

12.2

26.1

40.1

7.4

5.3

133.7

Acquisition of subsidiaries

33

56.1

20.5

-

-

6.8

0.5

83.9

Additions

2.2

1.2

-

-

0.8

1.4

5.6

Exchange differences

2.0

1.0

1.1

1.6

0.5

0.2

6.4

At 31 March 2013

102.9

34.9

27.2

41.7

15.5

7.4

229.6

Acquisition of subsidiaries

33

9.9

-

-

-

-

-

9.9

Additions

-

-

-

-

-

1.8

1.8

Exchange differences

(9.4)

(3.5)

(3.5)

 (6.9)

(1.9)

(1.4)

(26.6)

At 31 March 2014

103.4

31.4

23.7

34.8

13.6

7.8

214.7

 

Amortisation

At 1 April 2012

(22.1)

(7.4)

(23.4)

(15.1)

(7.0)

(2.1)

(77.1)

Amortisation charge for the year

6

(6.2)

(5.5)

(0.7)

(4.2)

(1.2)

(1.1)

(18.9)

Exchange differences

(0.6)

(0.3)

(1.0)

(0.7)

(0.3)

(0.1)

(3.0)

At 31 March 2013

(28.9)

(13.2)

(25.1)

(20.0)

(8.5)

(3.3)

(99.0)

Amortisation charge for the year

6

(11.8)

(15.1)

(1.6)

(4.0)

(3.5)

(1.2)

(37.2)

Exchange differences

2.2

2.0

3.1

3.6

1.4

0.7

13.0

At 31 March 2014

(38.5)

(26.3)

(23.6)

(20.4)

(10.6)

(3.8)

(123.2)

Carrying amount

At 31 March 2013

74.0

21.7

2.1

21.7

7.0

4.1

130.6

At 31 March 2014

64.9

5.1

0.1

14.4

3.0

4.0

91.5

 

Additions in the prior year of £4.2m (excluding software) related to the acquisition of certain assets of Death Row Records, a well-known label within the music industry.

 

The amortisation charge for the year ended 31 March 2014 comprises £36.0m (2013: £17.8m) in respect of acquired intangibles and £1.2m (2013: £1.1m) in respect of software.

 

17. Investment in productions

 

Year ended 31 March 2014

(restated)

Year ended 31 March 2013

Productions delivered

Productions in progress

Total

Total

Note

£m

£m

£m

£m

Cost

Balance at 1 April

232.5

17.4

249.9

156.5

Acquisition of subsidiaries

33

-

-

-

15.3

Additions

-

76.1

76.1

70.1

Transfer between categories

73.4

(73.4)

-

-

Exchange differences

(43.6)

(2.8)

(46.4)

8.0

Balance at 31 March

262.3

17.3

279.6

249.9

Amortisation

Balance at 1 April

(179.7)

-

(179.7)

(110.9)

Amortisation charge for the year

6

(72.4)

-

(72.4)

(63.8)

Exchange differences

33.7

-

33.7

(5.0)

Balance at 31 March

(218.4)

-

(218.4)

(179.7)

Carrying amount

43.9

17.3

61.2

70.2

 

 

During the year ended 31 March 2014, the Group reassessed the presentation of its investment in film productions as a result of the directors making a strategic decision to make further investment in this business. These assets were acquired as part of the Alliance acquisition in January 2013 and had been provisionally classified within investment in acquired content rights at 31 March 2013. The directors now consider it is more appropriate to classify these assets within investment in productions.

 

Consequently, the Group has retrospectively reclassified £13.3m (representing a fair value, i.e. cost, of £15.2m as at the acquisition date less £1.9m of post-acquisition amortisation) from investment in acquired content rights to investment in productions. In the table above, the adjustment to cost at 1 April 2013 of £15.2m has been split between productions delivered (£8.5m) and productions in progress (£6.7m), with an additional amount of foreign exchange of £0.1m also being recognised in productions delivered. The adjustment has been made at the acquisition date as under IFRS 3 (Revised) Business Combinations the adjustment is within the 'measurement period'.

 

Included in the amortisation charge for the year ended 31 March 2013 of £63.8m was £0.4m attributable to productions valued on acquisition of subsidiaries (which had been fully amortised by 31 March 2013) and which was charged to administrative expenses. As set out in Note 14, this amount has been added back to the loss for the year ended 31 March 2013 in order to calculate adjusted earnings per share.

 

Borrowing costs of £2.4m (2013: £2.2m) related to Television's interim production financing have been included in the additions to investment in productions during the year.

 

18. Property, plant and equipment

 

 

 

 

 

Note

Leaseholdimprovements£m

Fixtures,fittings andequipment£m

Total

£m

Cost

At 1 April 2012

1.4

9.9

11.3

Acquisition of subsidiaries

33

1.0

0.5

1.5

Additions

0.7

0.8

1.5

Exchange differences

-

0.5

0.5

At 31 March 2013

3.1

11.7

14.8

Additions

1.4

1.0

2.4

Disposals

(0.2)

(0.4)

(0.6)

Exchange differences

(0.4)

(1.5)

(1.9)

At 31 March 2014

3.9

10.8

14.7

Depreciation

At 1 April 2012

(0.8)

(7.0)

(7.8)

Depreciation charge for the year

6

(0.4)

(1.1)

(1.5)

Exchange differences

-

(0.2)

(0.2)

At 31 March 2013

(1.2)

(8.3)

(9.5)

Depreciation charge for the year

6

(0.4)

(1.0)

(1.4)

Disposals

0.2

0.4

0.6

Exchange differences

0.2

0.9

1.1

At 31 March 2014

(1.2)

(8.0)

(9.2)

 

Carrying amount

At 31 March 2013

1.9

3.4

5.3

At 31 March 2014

2.7

2.8

5.5

 

19. Inventories

 

Inventories at 31 March 2014 comprise finished goods of £47.2m (2013: £50.0m).

 

20. Investment in acquired content rights

 

Year ended

31 March

(restated)

Year ended

31 March

2014

2013

Note

£m

£m

Balance at 1 April

202.4

97.7

Acquisition of subsidiaries

33

-

75.5

Additions

213.6

103.3

Amortisation charge for the year

6

(168.9)

(75.5)

Impairment charge for the year

-

(4.1)

Exchange differences

(17.0)

5.5

Balance at 31 March

230.1

202.4

 

The restatement in the prior year relates to a net amount of £13.3m which, as explained in Note 17, has been reclassified from investment in acquired content rights to investment in productions.

 

21. Trade and other receivables

 

31 March

31 March

2014

2013

Current

Note

£m

£m

Trade receivables

134.3

149.6

Less: provision for doubtful debts

(3.8)

(7.7)

Net trade receivables

29

130.5

141.9

Prepayments and accrued income

47.9

45.2

Other receivables

52.1

65.0

Total

230.5

252.1

Non-current

Trade receivables

8.7

1.5

Prepayments and accrued income

2.6

6.5

Other receivables

0.8

0.7

Total

12.1

8.7

 

Trade receivables are generally non-interest bearing. The average credit period taken on sales is 72 days (2013: 77 days). Provisions for doubtful debts are based on estimated irrecoverable amounts, determined by reference to past default experience and an assessment of the current economic environment.

 

Non-current trade receivables represent the long-term portion of subscription video on demand sales.

 

Included in the Group's trade receivable balance are debtors with a carrying amount of £29.3m (2013: £19.1m) which are past due at the reporting date for which the Group has not recognised a provision as there has not been a significant change in credit quality and the amounts are still considered recoverable. These trade receivables are aged as follows:

 

31 March

31 March

2014

2013

£m

£m

Less than 60 days

19.4

9.2

Between 60 and 90 days

3.2

2.7

More than 90 days

6.7

7.2

Total

29.3

19.1

 

The Group does not hold any collateral over these balances.

 

The movements in the provision for doubtful debts in years ended 31 March 2014 and 2013 were as follows:

 

Year ended

31 March

Year ended

31 March

2014

2013

£m

£m

Balance at 1 April

(7.7)

(1.1)

Acquisition of subsidiaries

-

(6.0)

Provision recognised in the year

(1.5)

(1.2)

Provision reversed in the year

3.0

0.3

Utilisation of provision

1.9

0.3

Exchange differences

0.5

-

Balance at 31 March

(3.8)

(7.7)

 

In determining the recoverability of a trade receivable the Group considers any change to the credit quality of the trade receivable from the date credit was initially granted up to the reporting date.

 

Management has credit policies in place and the exposure to credit risk is monitored by individual operating divisions on an ongoing basis. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

21. Trade and other receivables (continued)

 

The table below sets out the ageing of the Group's impaired receivables.

 

31 March

31 March

2014

2013

£m

£m

Less than 60 days

(0.1)

(1.7)

Between 60 and 90 days

(0.1)

(0.8)

More than 90 days

(3.6)

(5.2)

Total

(3.8)

(7.7)

 

Trade and other receivables are held in the following currencies at 31 March 2014 and 2013. Amounts held in currencies other than pounds sterling have been converted at the respective exchange rate ruling at the balance sheet date.

 

Pounds sterling

£m

Euros

£m

Canadian dollars

£m

US dollars

£m

Other

£m

Total

£m

Current

47.0

30.4

96.9

51.1

5.1

230.5

Non-current

0.3

-

2.3

9.5

-

12.1

At 31 March 2014

47.3

30.4

99.2

60.6

5.1

242.6

Current

46.7

28.0

123.3

48.0

6.1

252.1

Non-current

1.3

-

1.7

5.7

-

8.7

At 31 March 2013

48.0

28.0

125.0

53.7

6.1

260.8

 

The directors consider that the carrying amount of trade and other receivables approximates to their fair value. Included within other receivables at 31 March 2014 is £28.5m (2013: £37.5m) of government assistance (in the form of Canadian and US tax credits) owing to the Production division. During the year £11.4m (2013: £11.0m) in government assistance was received, which has been netted against the cost of investment in productions.

 

22. Cash and cash equivalents

 

Cash and cash equivalents are held in the following currencies at 31 March 2014 and 2013. Amounts held in currencies other than pounds sterling have been converted at their respective exchange rate ruling at the balance sheet date.

31 March

31 March

2014

2013

Notes

£m

£m

Cash and cash equivalents:

Pounds sterling

2.6

4.8

Euros

10.4

5.5

Canadian dollars

13.0

8.4

US dollars

8.0

10.2

Australian dollars

2.8

4.4

Other

0.3

0.1

Cash and cash equivalents per the consolidated balance sheet

24, 29

37.1

33.4

Bank overdrafts:

Pounds sterling

23

(3.4)

-

Canadian dollars

23

-

(1.6)

Cash and cash equivalents per the consolidated cash flow statement

33.7

31.8

 

Cash and cash equivalents comprise only of cash on-hand and demand deposits. The Group had no cash equivalents at either 31 March 2014 or 2013. The credit risk with respect to cash and cash equivalents is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

 

Within cash and cash equivalents per the consolidated cash flow statement at 31 March 2014 is £25.5m (2013: £26.3m) that is included within adjusted net debt (see Note 24 for further details).

23. Interest-bearing loans and borrowings

 

31 March

31 March

2014

2013

Note

£m

£m

Bank overdrafts

22

3.4

1.6

Bank borrowings (net of deferred finance charges)

136.6

114.1

Interim production financing

51.5

60.4

Other loans

0.5

1.8

Total

24

192.0

177.9

 

Shown in the consolidated balance sheet as:

Non-current

150.3

131.9

Current

41.7

46.0

 

Gross bank borrowings under the Group's senior facility before deferred finance charges at 31 March 2014 were £142.7m (2013: £122.4m).

 

The carrying amounts of the Group's borrowings at 31 March 2014 and 2013 are denominated in the following currencies. Amounts held in currencies other than pounds sterling have been converted at the respective exchange rate ruling at the balance sheet date.

 

Pounds sterling

£m

Euros

£m

Canadian dollars

£m

US dollars

£m

Total

£m

Bank overdrafts

3.4

-

-

-

3.4

Bank borrowings (net of deferred finance charges)

38.5

6.1

56.8

35.2

136.6

Interim production financing

1.0

2.1

28.1

20.3

51.5

Other loans

-

-

0.5

-

0.5

At 31 March 2014

42.9

8.2

85.4

55.5

192.0

Bank overdrafts

-

-

1.6

-

1.6

Bank borrowings (net of deferred finance charges)

35.6

8.4

62.6

7.5

114.1

Interim production financing

-

-

40.4

20.0

60.4

Other loans

-

-

1.8

-

1.8

At 31 March 2013

35.6

8.4

106.4

27.5

177.9

 

The weighted average interest rates on all bank borrowings are not materially different from their nominal interest rates. The weighted average interest rate on all interest-bearing loans and borrowings is 5.1% (2013: 5.2%). The directors consider that the carrying amount of interest-bearing loans and borrowings approximates to their fair value.

 

Bank borrowings

Terms of bank borrowings at 31 March 2014 and 2013

The Group has a US$400m (2013: US$425m) multi-currency, five-year secured facility which expires in January 2018. The facility comprises (i) a US$275m (equivalent to £165m and £181m at 31 March 2014 and 2013, respectively) revolving credit facility ("RCF") which can be funded in US dollars, Canadian dollars, pounds sterling and euros and (ii) two amortising term loans equivalent to US$124.7m, or £74.8m, (2013: US$146.6m, or £96.6m), comprising a Canadian dollar term loan and a pounds sterling term loan. These borrowings are secured by the assets of the Group (excluding film and television production assets). The facility is with a syndicate of banks managed by JP Morgan Chase N.A.

 

At 31 March 2014, the Group had available £97.2m (2013: £153.2m) of undrawn committed bank borrowings under the RCF in respect of which all conditions precedent had been met.

 

23. Interest-bearing loans and borrowings (continued)

 

The two term loans (which totalled £74.8m at 31 March 2014; £96.6m at 31 March 2013 at respective closing GBP:CAD exchange rates) are subject to mandatory repayments as follows:

 

 

Period

31 March 2014

31 March

2013

Year ended 31 March 2014 (£11.2m actually repaid in 2014; amount repayable at 31 March 2013 based on the then closing GBP:CAD exchange rate)

-

£12.0m

Years ended 31 March 2015, 2016 and 2017 (£3.2m repayable quarterly; 2013: £3.6m based on the then closing GBP:CAD exchange rate)

£38.4m

£43.2m

June and September 2017 (£3.2m repayable at the end of each month stated; 2013: £3.6m based on the then closing GBP:CAD exchange rate)

£6.4m

£7.2m

January 2018

£30.0m

£34.2m

Total (GBP)

£74.8m

£96.6m

Total (USD)

US$124.7m

US$146.6m

 

Canadian dollar amounts included in the above table at 31 March 2014 have been converted at a GBP:CAD exchange rate of 1.8402 (2013: 1.5425).

Total US dollar amounts at 31 March 2014 have been converted at a GBP:USD exchange rate of 1.6673 (2013: 1.5181).

 

 

The facility is subject to a number of financial covenants, including leverage ratio (calculated as gross debt divided by underlying EBITDA), fixed cover charge and capital expenditure.

 

As set out in Note 10, during the current year the Group paid £0.6m in respect of fees incurred on two amendments made to the Group's bank facility. This amount was immediately written-off to the consolidated income statement.

 

As a result of the Group materially altering its banking arrangements in the prior year, the then remaining unamortised deferred finance charges of £1.8m that related to the previous facility were written-off to the consolidated income statement in the year ended 31 March 2013. As explained in Note 10, this amount was recorded as a one-off finance cost. Additionally, in the prior year the Group incurred fees of £8.9m (of which £0.4m was accrued at 31 March 2013 and paid during the current year) due to the re-financing in January 2013 which were initially capitalised and deducted from the amount of gross borrowings. These fees are being amortised through the consolidated income statement over the term of the borrowings using the effective interest rate method.

 

Interim production financing

The Television and Film production businesses have Canadian dollar and US dollar interim production credit facilities with various banks. Interest is charged at bank prime rate plus a margin. Amounts drawn down under these facilities at 31 March 2014 were £51.5m (2013: £60.4m). These facilities are secured by the assets of the individual Film and Television production companies.

 

Other loans

The Television production business has a general Canadian dollar bank facility which attracts interest at bank prime plus a margin. This facility is not secured by the assets of the individual Television production companies.

 

24. Net debt reconciliation

 

Year ended

31 March

Year ended

31 March

2014

2013

Note

£m

£m

Balance at 1 April

(144.5)

(90.2)

Net increase in cash and cash equivalents

4.4

13.9

Net drawdown of borrowings

(35.2)

(66.4)

Capitalised re-financing fees paid

23

0.4

8.5

Amortisation of deferred finance charges

10

(1.7)

(1.3)

Write-off of unamortised deferred finance charges

10

-

(1.8)

Debt acquired

33

(2.5)

(2.7)

Exchange differences

24.2

(4.5)

Balance at 31 March

(154.9)

(144.5)

 

Represented by:

Cash and cash equivalents

22

37.1

33.4

Interest-bearing loans and borrowings

23

(192.0)

(177.9)

 

Net debt at 31 March 2014 of £154.9m (2013: £144.5m) is split between net borrowings under the Group's senior debt facility ("adjusted net debt") and net borrowings secured over the assets of individual Film and Television production companies ("Production net debt") as follows:

 

31 March

31 March

2014

2013

£m

£m

Adjusted net debt

(111.1)

(87.8)

Production net debt

(43.8)

(56.7)

Total

(154.9)

(144.5)

 

25. Trade and other payables

 

31 March

31 March

2014

2013

Current

£m

£m

Trade payables

83.7

104.7

Accruals and deferred income

272.1

277.3

Other payables

14.5

17.4

Total

370.3

399.4

Non-current

Other payables

6.7

18.3

 

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. For most suppliers no interest is charged, but for overdue balances interest is charged at various interest rates.

 

Non-current other payables of £6.7m at 31 March 2014 (31 March 2013: £18.3m) principally relates to contingent consideration in respect of the Alliance acquisition and which is explained further in Note 33.

 

25. Trade and other payables (continued)

 

Trade and other payables are held in the following currencies. Amounts held in currencies other than pounds sterling have been converted at the respective exchange rate ruling at the balance sheet date.

 

Pounds sterling

£m

Euros

£m

Canadian dollars

£m

US dollars

£m

Other

£m

Total

£m

Current

76.9

32.0

179.5

71.7

10.2

370.3

Non-current

-

-

6.6

-

0.1

6.7

At 31 March 2014

76.9

32.0

186.1

71.7

10.3

377.0

Current

99.0

29.9

207.8

54.9

7.8

399.4

Non-current

-

-

18.3

-

-

18.3

At 31 March 2013

99.0

29.9

226.1

54.9

7.8

417.7

 

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

26. Provisions

 

Onerouscontracts£m

Restructuringand redundancy£m

Out-performanceincentive plan£m

Total

£m

At 31 March 2013

20.8

3.9

5.2

29.9

Provisions recognised in the year

11.1

3.9

-

15.0

Provision reversed in the year

(4.9)

(2.0)

-

(6.9)

Utilisation of provisions

(11.9)

(4.0)

(5.2)

(21.1)

Exchange differences

(0.7)

(0.2)

-

(0.9)

At 31 March 2014

14.4

1.6

-

16.0

Shown in the consolidated balance sheet as:

Non-current

2.8

-

-

2.8

Current

11.6

1.6

-

13.2

 

Onerous contracts

Onerous contracts principally represent provisions in respect of loss-making film titles and vacant leasehold properties. Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it and the general recognition criteria of IAS 37 Provisions, Contingent Liabilities and Contingent Assets are met.

 

Loss-making film titles

These provisions represent future cash flows relating to film titles which are forecast to make a loss over their remaining lifetime at the balance sheet date. As required by IFRS, before a provision for an onerous film title is recognised the Group first fully writes-down any related assets (generally these are investment in acquired content rights balances).

 

These provisions are expected to be utilised within three years (2013: two years) from the balance sheet date.

 

Vacant leasehold properties

Provisions for vacant leasehold properties relate to properties in Canada and are calculated by reference to an estimate of any expected sub-let income, compared to the head rent, and the possibility of disposing of the Group's interest in the lease, taking into account conditions in the property market. Where a leasehold property is disposed of earlier than anticipated, any remaining provision balance relating to that property is released to the consolidated income statement.

 

These provisions are expected to be utilised within one year from the balance sheet date.

 

26. Provisions (continued)

 

Restructuring and redundancy

Restructuring and redundancy provisions represent future cash flows related to the cost of redundancy plans, outplacement, supplementary unemployment benefits and senior staff benefits. Such provisions are only recognised when restructuring or redundancy programmes are formally adopted and announced publicly and the general recognition criteria of IAS 37 Provisions, Contingent Liabilities and Contingent Assets are met.

 

These provisions are expected to be utilised within one year (2013: one year) from the balance sheet date.

 

Out-performance incentive plan

As explained in further detail in Note 9, during the prior year the Group recognised a provision of £5.2m (including £0.2m of social security costs) in respect of an out-performance incentive plan for the benefit of the executive directors. Under this plan, a total of £5.0m was payable to the executive directors, conditional upon the Company's share price achieving a 180 day volume-weighted average share price over £2.25. In February 2014, this target was achieved and consequently the provision was fully settled.

27. Interests in joint ventures

 

Details of the Group's significant joint ventures at 31 March 2014 are as follows:

 

Name

Country of incorporation

Proportion held

Principal activity

HOW S3 Productions Inc.

Canada

49%

Production of television programmes

HOW S4 Productions Inc.

Canada

49%

Production of television programmes

7757310 Canada Inc.

Canada

49%

Production of television programmes

8175730 Canada Inc.

Canada

49%

Production of television programmes

Hope Zee Two Inc.

Canada

49%

Production of television programmes

Klondike Alberta Productions Inc.

Canada

49%

Production of television programmes

She-Wolf Season 1 Productions Inc.

Canada

51%

Production of television programmes

Squid Distribution LLC

US

50%

Production of films

Suite Distribution Ltd

England and Wales

50%

Production of films

 

Contractual arrangements establish joint control over each joint venture listed above. No single venturer is in a position to control the activity unilaterally.

 

27. Interests in joint ventures (continued)

 

The following presents, on a condensed basis, the effect of including joint ventures in the consolidated financial statements using the proportional consolidation method:

 

Year ended 31 March

Year ended

31 March

2014

2013

Impact on the consolidated income statement

£m

£m

Revenue

3.2

3.2

Cost of sales

(2.7)

(1.9)

Administrative expenses1

0.1

-

Profit before tax

0.6

1.3

Income tax credit/(charge)

0.1

(0.1)

Profit for the year

0.7

1.2

 

1 The credit of £0.1m within administrative expenses in the current year relates to foreign exchange gains.

 

31 March

31 March

2014

2013

Impact on the consolidated balance sheet

£m

£m

Investment in productions

7.1

5.0

Trade and other receivables

15.8

10.2

Cash and cash equivalents

2.4

3.3

Total assets

25.3

18.5

 

Trade and other payables

(3.6)

(5.9)

Interest-bearing loans and borrowings

(19.4)

(10.4)

Total liabilities

(23.0)

(16.3)

Net assets

2.3

2.2

 

28. Derivative financial instruments

 

31 March

31 March

2014

2013

£m

£m

Derivative financial instruments - assets

Foreign exchange forward contracts

1.9

1.7

Interest rate swaps

0.2

-

Total

2.1

1.7

 

Derivative financial instruments - liabilities

Foreign exchange forward contracts

(3.1)

(0.6)

Interest rate swaps

(0.2)

(0.7)

Total

(3.3)

(1.3)

Net derivative financial instruments

(1.2)

0.4

 

Foreign exchange forward contracts

The Group uses forward currency contracts to hedge transactional exposures. The majority of these contracts are denominated in US dollars and primarily cover MG payments in Canada, the UK, Australia, Benelux and Spain. At 31 March 2014, the total notional principal amount of outstanding currency contracts was €38.2m, C$52.0m, A$42.5m, £79.1m and R11.6m (2013: €7.3m, C$78.1m, A$17.6m, £35.9m and Rnil).

 

28. Derivative financial instruments (continued)

 

Interest rate swaps

Interest rate swaps are put in place by the Group in order to limit interest rate risk.

 

The notional principal amounts of the outstanding interest rate swaps at 31 March 2014 and 2013 are shown below. These interest rate swaps are recognised at fair value which is determined using the discounted cash flow method based on market data.

 

31 March 2014

31 March 2013

Currency

Local

currency

m

Fixed

interest rate

%

Fair value

£m

Local

currency

m

Fixed

interest rate

%

Fair value

£m

US dollars

US$9.8

0.45

-

US$9.5

0.45

-

Euros

€6.5

0.37

-

€7.1

0.37

-

Pounds sterling

£5.6

0.74

-

£12.6

0.74

-

Pounds sterling

£18.2

1.00

0.2

£20.8

1.00

(0.2)

Canadian dollars

C$27.9

1.49

-

C$30.0

1.49

(0.1)

Canadian dollars

C$69.8

1.84

(0.2)

C$79.7

1.84

(0.4)

 

29. Financial risk management

 

The Group's overall risk management programme seeks to minimise potential adverse effects on its financial performance and focuses on mitigation of the unpredictability of financial markets as they affect the Group.

 

The Group's activities expose it to certain financial risks including interest rate risk, foreign currency risk, credit risk and liquidity risk. These risks are managed by the Chief Financial Officer under policies approved by the Board, which are summarised below.

 

Interest rate risk management

The Group is exposed to interest rate risk from its borrowings and cash deposits. The exposure to fluctuating interest rates is managed by fixing portions of debt using interest rate swaps, which aims to optimise net finance costs and reduce excessive volatility in reported earnings. Interest rate hedging activities are monitored on a regular basis. At 31 March 2014, the longest term of any debt held by the Group was until 2018.

 

Interest rate sensitivity

A simultaneous 1% increase in the Group's variable interest rates in each of pounds sterling, euros, US dollars and Canadian dollars at the end of 31 March 2014 would result in a £0.5m (2013: £0.1m) decrease to the Group's profit before tax and a decrease of 1% would result in a £0.7m (2013: £0.3m) increase to the Group's profit before tax.

 

Foreign currency risk management

The Group is exposed to exchange rate fluctuations because it undertakes transactions denominated in foreign currency and it is exposed to foreign currency translation risk through its investment in overseas subsidiaries.

 

The Group manages transaction foreign exchange exposures by undertaking foreign currency hedging using forward foreign exchange contracts for significant transactions (principally US dollar MG payments). The implementation of these forward contracts is based on highly probable forecast transactions and qualifies for cash flow hedge accounting. Further detail is disclosed in Note 28.

 

 

 

 

 

29. Financial risk management (continued)

 

The majority of the Group's operations are domestic within their country of operation. The Group seeks to create a natural hedge of this exposure through its policy of aligning approximately the currency composition of its net borrowings with its forecast operating cash flows.

 

Foreign exchange rate sensitivity

The following table illustrates the Group's sensitivity to foreign exchange rates on its derivative financial instruments. Sensitivity is calculated on financial instruments at 31 March 2014 denominated in non-functional currencies for all operating units within the Group. The sensitivity analysis includes only outstanding foreign currency denominated monetary items including external loans.

 

The percentage movement applied to each currency is based on management's measurement of foreign exchange rate risk.

 

31 March 2014

31 March 2013

Impact on

consolidated

income

statement

Impact on consolidated

income

statement

Percentage movement

+/- £m

+/- £m

10% appreciation of the US dollar

0.2

1.3

10% appreciation of the Canadian dollar

3.3

-

10% appreciation of the euro

0.1

0.8

10% appreciation of the Australian dollar

0.2

0.3

 

Credit risk management

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. The Group manages credit risk on cash and deposits by entering into financial instruments only with highly credit-rated authorised counterparties which are reviewed and approved regularly by management. Counterparties' positions are monitored on a regular basis to ensure that they are within the approved limits and there are no significant concentrations of credit risk. Trade receivables consist of a large number of customers spread across diverse geographical areas. Ongoing credit evaluation is performed on the financial condition of counterparties.

 

The carrying amount of cash and cash equivalents and net trade receivables recorded in the consolidated balance sheet represent the Group's maximum exposure to credit risk.

 

The Group considers its maximum exposure to credit risk as follows:

 

31 March

31 March

2014

2013

Note

£m

£m

Cash and cash equivalents

22

37.1

33.4

Net trade receivables

21

130.5

141.9

Total

167.6

175.3

 

29. Financial risk management (continued) 

 

Liquidity risk management

The Group maintains an appropriate liquidity risk management position by having sufficient cash and availability of funding through an adequate amount of committed credit facilities. Management continuously monitors rolling forecasts of the Group's liquidity reserve on the basis of expected cash flows in the short, medium and long-term. At 31 March 2014, the undrawn committed facility amount was £97.2m (2013: £153.2m). The facility was re-financed in January 2013 and matures in January 2018.

 

Analysis of the maturity profile of the Group's financial liabilities, which will be settled on a net basis at the balance sheet date, is shown below.

 

Amount due for settlement at 31 March 2014

Trade and otherpayables£m

Interest-bearingloans andborrowings£m

Total

£m

Within one year

178.9

50.5

229.4

One to two years

-

34.2

34.2

Two to five years

-

141.4

141.4

Total

178.9

226.1

405.0

Amount due for settlement at 31 March 2013 (restated)

Within one year

122.1

55.4

177.5

One to two years

0.1

26.5

26.6

Two to five years

-

133.3

133.3

Total

122.2

215.2

337.4

 

Amounts for interest-bearing loans and borrowings for 2014 include interest payments. Amounts for 2013 have been restated to match with the current year's presentation.

 

Capital risk management

The Group's objectives when managing capital are to safeguard its ability to continue as a going concern in order to grow the business, provide returns for shareholders, provide benefits for other stakeholders, optimise the weighted average cost of capital and achieve tax efficiencies. The objectives are subject to maintaining sufficient financial flexibility to undertake its investment plans. There are no externally imposed capital requirements. The management of the Group's capital is performed by the Board. In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to reduce debt.

 

Financial instruments at fair value

Under IFRS, fair value measurements are grouped into the following levels:

 

Level 1 -

Fair value measurements are derived from unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 -

Fair value measurements are derived from inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

Level 3 -

Fair value measurements are derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

 

At 31 March 2014 the Group had the following derivative financial instrument assets and liabilities grouped into Level 2:

 

 

Level 2

31 March 2014

£m

31 March 2013

£m

Derivative financial instrument assets

2.1

1.7

Derivative financial instrument liabilities

(3.3)

(1.3)

 

The carrying value of the Group's financial instruments approximate to their fair value. See Note 28 for further details of the Group's derivative financial instruments.

30. Stated capital, own shares and other reserves

 

Stated capital

Year ended

Year ended

31 March 2014

31 March 2013

Number of shares

'000

Value

£m

Number of shares

'000

Value

£m

Balance at 1 April

273,619

282.4

191,980

173.9

Shares issued on exercise of share options

11,546

0.1

5,806

0.2

Shares issued on exercise of share warrants

4,000

4.0

2,500

1.3

Reclassification of warrants reserve on exercise of share warrants

-

0.6

-

-

Issue of common shares - for cash

-

-

73,333

110.0

Transaction costs relating to issue of common shares (net of tax)

-

-

-

(3.0)

Reversal of deferred tax asset previously recognised on transaction costs relating to issue of common shares

-

(1.1)

-

-

Balance at 31 March

289,165

286.0

273,619

282.4

 

At 31 March 2014 the Company had common shares only. At 31 March 2013, the Company had in issue common shares and preferred variable voting shares ("PVVS") which carried no right to income but acted as a safeguard to ensure the Company met its requirements for Canadian control which enabled the Group to qualify for Canadian-heritage status. In order to satisfy certain eligibility criteria for premium listing, during the year the removal of the PVVS voting structure was approved by shareholders to be replaced with other safeguards that have since been incorporated into the Company's Articles so as to ensure that Canadian control requirements continue to be met for the purposes of Canadian-heritage status.

 

During the year ended 31 March 2014, 11,545,342 common shares (2013: 5,806,115 common shares) were issued to employees exercising share options granted under various schemes. The current year amount includes 9,624,792 common shares that were issued to the executive directors under the Management Participation Scheme (see Note 31 for further details). The total consideration received by the Company on the exercise of these options was £0.1m (2013: £0.2m).

 

As set out in Note 31, on 7 March 2014 the Company issued 4,000,000 common shares at £1.00 per common share to Marwyn Value Investors L.P. ("Marwyn") relating to the outstanding warrants previously granted. The total consideration received by the Company on the exercise of these warrants was £4.0m. As a result of this exercise, £0.6m was transferred from the warrants reserve to stated capital.

 

On 2 November 2012, the Company issued 2,500,000 common shares at £0.50 per common share to Lions Gate Entertainment Inc., the parent company of Summit Entertainment LLC ("Summit") relating to outstanding warrants previously granted to Summit. The total consideration received by the Company on the exercise of these warrants was £1.3m.

 

On 1 October 2012, the Company issued 73,333,333 common shares at £1.50 per common share, raising gross equity proceeds of £110.0m. These proceeds were used to part-finance the acquisition of Alliance. The Company incurred related transaction fees of £3.0m (net of deferred tax of £1.1m) which were recorded against stated capital. In the year ended 31 March 2014, the Group assessed the deferred tax asset recognised in the prior year as non-recoverable and therefore wrote-off the balance of £1.1m through equity.

 

In total, the gross proceeds received by the Company during the year on the issue of new shares was £4.1m (2013: £111.5m).

 

Subsequent to these transactions, and at the date of authorisation of these consolidated financial statements, the Company's stated capital comprised 289,164,656 common shares (although for earnings per share purposes 3,463,706 common shares held by the EBT are treated as cancelled). See below for further details.

 

30. Stated capital, own shares and other reserves (continued)

 

Own shares

At 31 March 2014, 3,463,706 common shares (2013: 7,005,286 common shares) were held as own shares by the EBT to satisfy the exercise of options under the Group's share option schemes (see Note 31 for further details). During the year, 3,541,580 common shares (2013: 505,000 common shares) previously issued to the EBT were used to satisfy certain employee share awards, resulting in £3.6m being transferred from own shares to retained earnings. Consequently, the book value of own shares at 31 March 2014 was £3.6m (2013: £7.2m).

 

Other reserves

Other reserves comprise the following:

· a cash flow hedging reserve with a debit balance of £1.1m at 31 March 2014 (2013: credit balance £1.1m).

 

· a permanent restructuring reserve of £9.3m at 31 March 2014 and 2013 which arose on completion of the Scheme of Arrangement in 2010 and represents the difference between the net assets and share capital and share premium in the ultimate parent company immediately prior to the Scheme.

 

31. Share-based payments

 

Equity-settled share schemes

At 31 March 2014, the Group operated two equity-settled share-based payment schemes for its employees (including the executive directors). These are the new Long Term Incentive Plan ("LTIP") and the Executive Share Plan ("ESP"). During the year, final distributions were made from the EBT and previous awards made under the Management Participation Scheme ("MPS") were converted into common shares. Both the EBT and MPS plans are closed at 31 March 2014 and no further awards will be made from either of these schemes.

 

The total charge in the year relating to the Group's equity-settled schemes was £2.7m (2013: £1.2m), net of a credit of £0.1m (2013: charge of £0.2m) relating to movements in associated social security liabilities.

 

LTIP

On 28 June 2013, a new LTIP for the benefit of employees (including executive directors) of the Group was approved by the Company's shareholders. A summary of the arrangements is set out below.

 

Nature

Grant of nil cost options

Service period

Three years

Performance conditions (for executive directors)

(i) Annualised adjusted earnings per share growth over the performance period, (ii) average return on capital employed over the performance period and (iii) total shareholder return over the performance period.

Performance conditions

(for other employees)

Majority based on a performance condition of 50% vesting over the three year service period and 50% vesting dependent on performance against annual Group underlying EBITDA targets for FY14, FY15 and FY16.

Maximum term

10 years

 

During the year, two grants were made under the LTIP. The fair value of each grant was measured at the date of grant using a binomial model. The assumptions used in the model were as follows:

 

Grant date

1 July 2013

14 February 2014

Fair value at measurement date (pence)

159.01

325.0

Number of options granted

910,562

1,861,687

Performance period (three years ending)

31 March 2016

31 March 2016

Share price on date of grant (pence)

201.0

335.6

Exercise price

Nil

Nil

Expected volatility

45%

25%

Expected life

10 years

10 years

Dividend yield

0.5%

1.0%

Risk free interest rate

1.4%

1.9%

 

1 The fair value of the 1 July 2013 grant of 159.0 pence is the weighted average fair value of each of the three performance conditions, as set out above.

31. Share-based payments (continued)

 

The expected volatility is based on the Company's share price from the period since trading first began adjusted where appropriate for unusual volatility. Actual future dividend yields may be different to the assumptions made in the above valuations.

 

Details of share options granted and outstanding at the end of the year are as follows:

 

2014

Number

(Million)

2014

Weighted

average

exercise price (Pence)

Outstanding at 1 April

-

-

Granted

2.8

-

Outstanding at 31 March

2.8

-

Exercisable

-

-

 

The weighted average contractual life remaining of the LTIP options in existence at the end of the year was 9.7 years.

 

ESP

A summary of the arrangements is set out below.

 

Nature

Grant of options, generally with an exercise price of C$0.01

Service period

Three years

Performance conditions

Majority based on a performance condition of 50% vesting over the three year service period and 50% vesting dependent on performance against annual Group underlying EBITDA targets.

Maximum term

5 years

 

Details of share options exercised, lapsed and outstanding at the end of the year are as follows:

 

2014

Number (Million)

2014

Weighted

average

exercise price

(Pence)

2013

Number

(Million)

2013

Weighted

average

exercise price (Pence)

Outstanding at 1 April

2.6

3.6

5.6

11.6

Exercised

(1.9)

3.8

(2.6)

9.6

Lapsed

(0.1)

0.6

(0.4)

74.3

Outstanding at 31 March

0.6

0.5

2.6

3.6

Exercisable

0.4

0.5

1.4

5.8

 

The weighted average contractual life remaining of the ESP options in existence at the end of the year was 1.7 years (2013: 2.4 years) and their weighted average exercise price was 0.5 pence (2013: 3.6 pence).

 

31. Share-based payments (continued)

 

EBT

Details of share awards distributed and outstanding at the end of the year are as follows:

 

2014

Number (Million)

2014

Weighted

average

exercise price

(Pence)

2013

Number

(Million)

2013

Weighted

average

exercise price (Pence)

Outstanding at 1 April

3.5

-

4.0

-

Distributed

(3.5)

-

(0.5)

-

Outstanding at 31 March

-

-

3.5

-

Exercisable

-

-

3.5

-

 

MPS

Since 31 March 2010, the Group had operated an MPS for executive directors. The extent to which rights vested depended upon the Company's performance over a three year period from 31 March 2010. Participants were only rewarded if shareholder value was created, thereby aligning the interests of the participants directly with those of shareholders. The growth condition required to be met was that the compound annual growth of the Company's share price from 31 March 2010 must be at least 12.5% per annum. The growth condition was measured at 31 March 2013 and was met. During the current year the executive directors exercised their option in relation to this scheme, converting their MPS shares into common shares of the Company as follows:

 

Director

Note

Number of common share awarded

(Million)

Darren Throop

4.0

Giles Willits

2.1

Patrice Theroux

3.5

Total

30

9.6

 

No share-based payment charge was recorded in respect of the MPS in the current year. The new LTIP has replaced the MPS meaning no further grants will be made from this scheme.

 

Warrants over shares

Marwyn warrants

On completion of the acquisition of Entertainment One Income Fund in 2007, warrants over 4,000,000 common shares were issued to Marwyn at an exercise price of £1.00 per common share. The vesting conditions relating to these warrants, being 50% when the Company's share price reached £1.25 and the remaining 50% when the Company's share price reached £1.50, were achieved prior to the start of the current financial year. On 6 March 2014, the Company issued 4,000,000 common shares at £1.00 per common share to Marwyn, relating to the outstanding warrants previously granted. The total consideration received by the Company on the exercise of these warrants was £4.0m.

 

No share-based payment charge was recorded in respect of the Marwyn warrants in either the current or prior year.

 

Summit warrants

On 24 May 2010, in association with the ongoing commercial relationship with Summit, warrants over 2,500,000 common shares were issued to Summit at an exercise price of £0.50 per common share. On 2 November 2012, the Company issued 2,500,000 common shares at £0.50 per common share to Lions Gate Entertainment Inc., the parent company of Summit, relating to the outstanding warrants previously granted to Summit. The total consideration received by the Company on the exercise of these warrants was £1.3m.

 

No share-based payment charge was recorded in respect of the Summit warrants in either the current or prior year.

 

 

32. Commitments

 

Operating lease commitments

The Group operates from properties in respect of which commercial operating leases have been entered into.

 

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 

31 March

31 March

2014

2013

£m

£m

Within one year

6.3

7.4

Later than one year and less than five years

15.0

19.5

After five years

1.0

4.1

Total

22.3

31.0

 

Future capital expenditure

 

31 March

31 March

2014

2013

£m

£m

Investment in acquired content rights contracted for but not provided

187.6

201.4

 

33. Business combinations

 

Year ended 31 March 2014

 

Art Impressions

On 16 July 2013, the Group acquired 100% of the issued share capital of Art Impressions Inc. ("Art Impressions"), a Los Angeles-based brand and licensing agency, for a total cash consideration of £5.0m. This purchase was accounted for as an acquisition.

 

The acquisition of Art Impressions marks an expansion of the Group's Family licensing business into the 'lifestyle' segment. Key brands owned and managed by Art Impressions are So So Happy and Skelanimals, both of which are teen/tween brands driven by design concepts rather than television programming.

 

The following table summarises the fair values of the assets acquired and liabilities assumed as part of this acquisition.

 

Fair value

Note

£m

Other intangible assets

16

9.9

Cash and cash equivalents

1.1

Interest-bearing loans and borrowings

24

(2.5)

Deferred tax liabilities

12

(3.5)

Net assets acquired

5.0

Satisfied by:

Cash

5.0

Total consideration transferred

5.0

 

Other intangible assets of £9.9m represent the fair value of Art Impression's brands and trade names. These assets are not deductible for income tax purposes.

 

 

 

33. Business combinations (continued)

 

The net cash outflow arising in the current year arising from this acquisition was £3.9m, made up of:

 

£m

Cash consideration

5.0

Less: cash and cash equivalents acquired

(1.1)

Total

3.9

 

Acquisition-related costs amounted to £0.2m in the current year and have been charged to the consolidated income statement within one-off items (see Note 9 for further details).

 

Art Impressions contributed £0.5m to the Group's revenue and £1.1m loss before tax to the Group's profit before tax for the period from the date of the acquisition to 31 March 2014. If the acquisition of Art Impressions had been completed on 1 April 2013, Group revenue for the year would have been £820.5m, and Group profit before tax would have been £19.7m.

 

The acquired Art Impressions business has been integrated into the Television CGU.

 

Other acquisitions

During the year the Group made other minor acquisitions for total cash consideration of £0.4m. This amount, combined with the net cash outflows arising on Art Impressions and Alliance (see below) of £3.9m and £1.8m, respectively, resulted in a total net cash outflow in the current year arising on acquisitions of £6.1m.

 

Year ended 31 March 2013

 

Alliance

On 8 January 2013, the Group acquired 100% of the issued share capital of Alliance Films Holdings Inc. ("Alliance") for a total consideration of £157.0m (as restated, see below), comprising £149.7m cash consideration and £7.3m contingent consideration (as restated, see below). This purchase was accounted for as an acquisition.

 

Alliance, a Canadian group of companies, was a leading independent film distributor in Canada, the UK and Spain. The acquisition established the largest independent film distributor in each of the Canadian and UK markets and added a new territory, Spain, to the Group's global footprint. In addition, the acquisition meant the Group gained access to Alliance's library of more than 11,500 film and television titles, including some of the most commercially successful independently produced titles of recent times. Furthermore, the acquisition provided the Group with increased access to film content via output agreements with a number of successful independent film studios. In summary, the acquisition strengthened the Group's existing film distribution business, helping to drive growth and provided significant strategic and commercial benefits.

 

For the reasons outlined above, combined with the enhanced access to future operating synergies, the Group paid a premium on the acquisition, giving rise to goodwill. None of the goodwill recognised is expected to be deductible for income tax purposes.

 

33. Business combinations (continued) 

 

The following table summarises the fair values of the assets acquired and liabilities assumed as part of this acquisition:

 

Provisional

fair value1

Final

fair value

Note

£m

£m

Goodwill

15

103.9

103.9

Other intangible assets

16

83.9

83.9

Investment in productions2

17

0.1

15.3

Property, plant and equipment

18

1.5

1.5

Inventories

4.4

4.4

Investment in acquired content rights2

20

90.7

75.5

Trade and other receivables

107.0

107.0

Cash and cash equivalents

9.0

9.0

Interest-bearing loans and borrowings

(2.7)

(2.7)

Trade and other payables

(197.5)

(197.5)

Provisions

26

(22.7)

(22.7)

Tax:

Current tax assets

0.4

0.4

Current tax liabilities

(9.9)

(9.9)

Net deferred tax liabilities

12

(0.7)

(0.7)

Net assets acquired

167.4

167.4

Satisfied by:

Cash

149.7

149.7

Contingent consideration (see below)

17.7

7.3

Total consideration transferred

167.4

157.0

Effect of reassessment of contingent consideration (including foreign exchange difference of £0.6m recognised directly in equity)

-

10.4

Total

167.4

167.4

 

1 Provisional fair values are consistent with numbers disclosed in the 2013 Annual Report and Accounts. In calculating final fair values, no revisions have been made to the provisional amounts unless otherwise stated.

2 As explained in Note 17, £15.2m has been reclassified from investment in acquired content rights to investment in productions.

 

The provisional amount of contingent consideration of £17.7m represented amounts payable to the former shareholders of Alliance subject to (i) Alliance meeting certain box office targets over a two year period and (ii) certain tax liabilities being settled for less than the amount provided in Alliance's financial statements within the first three years post-completion. At 31 March 2013, this liability was held in the consolidated balance sheet within non-current payables at an amount of £18.2m (after the effect of foreign exchange). During the year ended 31 March 2014, the Group reassessed the amount of contingent consideration payable in respect of box office targets related to the Alliance acquisition, resulting in a one-off credit to the consolidated income statement of £9.8m, representing a full release of the provision which had been established in the prior year. See Note 9 for further details of this.

 

The potential undiscounted amount of all future payments that the Group could be required to make in respect of the contingent consideration arrangement is C$47.0m (equivalent to £25.5m at 31 March 2014 closing exchange rate; equivalent to £30.5m at 31 March 2013 closing exchange rate).

 

33. Business combinations (continued) 

 

Below is an analysis of the other intangible assets acquired as part of the acquisition of Alliance.

 

£m

Exclusive content agreements and libraries

56.1

Trade names and brands

20.5

Non-compete agreements

6.8

Software

0.5

Total

83.9

 

The net cash outflow arising in the prior year arising from this acquisition was £140.7m, made up of:

 

£m

Cash consideration

149.7

Less: cash and cash equivalents acquired

(9.0)

Total

140.7

 

During the current year, the Group paid £1.8m into an escrow account in respect of the contingent consideration arrangements described above. At 31 March 2014, this amount is held as a receivable in the consolidated balance sheet.

 

Acquisition-related costs amounted to £9.9m in the prior year and were charged to the consolidated income statement within one-off items (see Note 9 for further details).

 

Alliance contributed £69.7m to the Group's revenue and £5.3m loss before tax to the Group's profit before tax for the period from the date of the acquisition to 31 March 2013. If the acquisition of Alliance had been completed on 1 April 2012, Group revenue for the year would have been £832.3m, and Group profit before tax would have been £12.3m.

 

The acquired Alliance business has been integrated into the Film CGU.

 

Other acquisitions

During the prior year, the Group paid £0.3m relating to the finalisation of completion accounts in respect of an acquisition made in the year ended 31 March 2012. This amount, combined with the net cash outflow arising on Alliance of £140.7m (see above), resulted in a total net cash outflow in the prior year arising on acquisitions of £141.0m.

 

34. Related party transactions 

 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this Note.

 

Transactions relating to the year ended 31 March 2014

Marwyn held 79,424,894 common shares in the Company at 31 March 2014 (2013: 75,424,894), amounting to 27.5% (2013: 27.6%) of the issued capital of the Company. Marwyn is deemed to be a related party of Entertainment One Ltd. by virtue of this significant shareholding.

 

James Corsellis and Mark Watts (who resigned as a director of the Company on 28 June 2013) are partners of Marwyn Capital LLP, partners of Marwyn Investment Management LLP, directors of Marwyn Partners Limited and directors of Marwyn Investments Group Limited and are therefore deemed to be related parties of Entertainment One Ltd. by virtue of a common director or member (up to 28 June 2013 in respect of Mr Watts).

 

34. Related party transactions (continued)

 

During the year the Company paid fees of £0.4m (2013: £0.3m) to Marwyn Capital LLP for corporate finance advisory services under the terms of their advisory agreement pursuant to which Marwyn Capital have agreed to provide general strategic and corporate finance services to the Company for a fixed monthly fee of £15,000 (2013: £25,000 plus expenses up to August 2012; from September 2012 the corporate activities decreased and the fee returned to £15,000 with additional fees for each corporate transaction to be agreed).

 

At 31 March 2014 the Group owed Marwyn Capital LLP less than £0.1m (2013: less than £0.1m). The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received.

 

The Group owed £6.9m (2013: £1.5m) to its joint venture film and television production companies and was owed £3.0m (2013: £2.2m) by its joint venture film and television production companies at 31 March 2014.

 

Transactions relating to the year ended 31 March 2013

During the prior year loans were granted by the Company of £1.3m to Darren Throop and £1.3m to Patrice Theroux, both executive directors of the Company, to fund the payment of tax liabilities arising on the exercise of options under the Entertainment One Share Schemes. The exercise of these options took place on 27 March 2012 and 3 July 2012 and, in each case, had they not have been exercised by 29 March 2012 and 5 July 2012 respectively, would have lapsed. The loans were required as neither director were able to dispose of any shares resulting from the exercise of such options at the time that the tax liabilities became due because they were restricted from dealing in the Company's shares under the Company's share dealing code. These loans were repaid in full in October 2012.

 

Robert Lantos, who resigned as a director of the Company on 1 February 2013, is the owner of Serendipity Point Films ("Serendipity"). The Group has an output agreement with Serendipity covering distribution of all Serendipity titles within the Canadian market. Serendipity also co-produces a number of television productions with the Group. The Group owed Serendipity £nil at 31 March 2013.

 

During the prior year payments of £0.1m were made to One Voice Media Inc., a joint venture of the Group up until its liquidation in November 2012. No amount was owed to One Voice Media Inc. at 31 March 2013.

 

35. Subsidiaries 

 

The Group's principal subsidiary undertakings are as follows:

 

Name

Country of incorporation

Principal activity

Entertainment One Films Canada Inc.

Canada

Content ownership

Alliance Films Inc.

Canada

Content ownership

Seville Pictures Inc.

Canada

Content ownership

Entertainment One Limited Partnership

Canada

Content ownership and distribution

7508999 Canada Inc.

Canada

Holding company

4384768 Canada Inc.

Canada

Holding company

Entertainment One Television BAP Ltd.

Canada

Production of television programmes

Entertainment One Television International Ltd.

Canada

Sales and distribution of films and television programmes

Entertainment One Television Productions Ltd.

Canada

Production of television programmes

Videoglobe 1 Inc.

Canada

Content distribution

Entertainment One UK Limited

England and Wales

Content ownership

Alliance Films (UK) Limited

England and Wales

Content ownership

Entertainment One UK Holdings Limited

England and Wales

Holding company

Entertainment One US LP

US

Content ownership and distribution

Earl Street Capital Inc.

US

Holding company

Aurum Producciones S.A.U.

Spain

Content ownership

Entertainment One Benelux BV

Holland

Content ownership

Coöperatieve Entertainment One Finance U.A.

Holland

Financing company

Entertainment One Films Australia Pty Ltd (formerly Entertainment One Hopscotch Pty Ltd)

Australia

Content ownership

 

All of the above subsidiary undertakings are 100% owned and, other than 7508999 Canada Inc., are owned through intermediate holding companies.

 

The proportion held is equivalent to the percentage of voting rights held.

 

All of the above subsidiary undertakings have been consolidated in the consolidated financial statements under the acquisition method of accounting.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR GMGZKMGVGDZG
Date   Source Headline
30th Dec 20195:30 pmRNSEntertainment One
30th Dec 20192:34 pmRNSCompletion of acquisition by Hasbro, Inc.
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30th Dec 20197:00 amRNSSuspension of Entertainment One shares
23rd Dec 201912:43 pmRNSConditional Redemption of Senior Secured Notes
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2nd Jul 20197:00 amRNSHolding(s) in Company
26th Jun 201910:38 amRNSNotice of Redemption & De-Listing
26th Jun 20197:00 amRNSClosing of Senior Secured Notes Offering
14th Jun 20195:00 pmRNSNotice of Conditional Redemption
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12th Jun 20197:00 amRNSNotification of Director Dealing
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4th Jun 20197:00 amRNSTotal Voting Rights
30th May 20197:00 amRNSBlock Listing Application
24th May 20197:00 amRNSNotification of Director Dealing
22nd May 20197:00 amRNSNotification of Director Dealing
21st May 20197:00 amRNSFull Year Results
18th Apr 20192:46 pmRNSCompletion of Acquisition
18th Apr 201911:46 amRNSHolding(s) in Company
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11th Apr 20195:12 pmRNSProposed placing
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9th Apr 20197:00 amRNSTotal Voting Rights
4th Apr 20197:00 amRNSTrading Update
12th Mar 20197:00 amRNSBlock Listing Return

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