GUSC.L Regulatory News (GUSC)

9 February 2015 Guscio PLC ("Guscio" or the "Company" or the "Group") Unaudited preliminary results for the year ended 30 September 2014 Chairman's Report I am pleased to present the Company's results for the year ended 30 September2014. As shareholders will be aware, the Company disposed of its two tradingsubsidiary companies on 8 September 2014, and was re-classified as anInvesting Company in accordance with the AIM Rules for Companies. In last year's Chairman's Report, my predecessor as Chairman, Terry Bate,highlighted a concern that the Board had at that time about the futuresustainability of the Group given the trading prospects of its two businesses.It was against this background that the decision was taken to dispose of thosebusinesses and to refocus the Company as an Investing Company. This year's financial statements therefore reflect the disposal of thebusiness. The loss from continuing operations was £177,000 (2013: £113,000loss) and a profit from discontinued operations, largely reflecting the noncash profit recorded on the disposal of the subsidiary companies, resulted inan overall profit for the year of £467,000 (2013: £289,000 loss). Since the year end, the Company has raised £200,000 from a placing of ordinaryshares which has stabilised the Company's financial position and has allowedit to make its first investment, being an investment of £125,000 in SportsdataLimited in the form of a convertible loan. Sportsdata Limited is a technologycompany that has developed and implemented a website application formonitoring and improving the physical literacy of children in association withthe Youth Sports Trust. The investment in Sportsdata Limited is in accordance with the Company'sInvesting Policy which is to invest in and/or acquire technology and mediacompanies and/or assets where the Board believes there are opportunities forgrowth which, if achieved, will be earnings enhancing for shareholders. I joined the Board as Non-Executive Chairman on 26 January 2015 and lookforward to helping the Company identify and make further investments whichwill enhance shareholder value. A copy of the Company's report and accounts for the year ended 30 September2014 together with a notice for its annual general meeting, to be held at 2.00p.m. on 25 March 2015 at the offices of Peterhouse Corporate Finance Limited,3rd Floor New Liverpool House, 15-17 Eldon Street, London EC2M 7LA, willshortly be posted to shareholders and will be made available on the Company'swebsite www.guscioplc.com. Richard Thompson Chairman 6 February 2015 For further information please contact: Guscio PLC Tony Humphreys / Marcus Yeoman 0203 056 4737 Sanlam Securities UK Limited Virginia Bull / Simon Clements 020 7628 2200 Peterhouse Corporate Finance Limited Lucy Williams / Eran Zucker 020 7469 0936 Consolidated statement of comprehensive income for the year ended 30 September2014 Notes 2014 2013 £'000 £'000Continuing OperationsRevenue 3 - -Cost of sales - - Gross profit - -Administrative expenses 3 (177) (113) Operating loss (177) (113)Finance income 5 - -Finance costs 6 - - Loss before taxation (177) (113)Income tax 7 - - Loss for the year from continuing operations (177) (113)Discontinued Operations Profit/(Loss) for the year from discontinued 2 644 (176)operations (attributable to owners of the parent)Profit/(Loss) for the year 467 (289)Other comprehensive income - - Comprehensive profit/(loss) for the year 467 (289)Earnings per share from continuing operations attributable to the equityholders of the Company during the year: 2014 2013Basic earnings/(loss) per share 9 2.24p (1.31p)Diluted earnings/(loss) per share 9 2.15p (1.26p) There are no recognised gains or losses other than the results for the periodas set out above. Consolidated statement of financial position at 30 September 2014 2014 2013 Notes £'000 £'000 £'000 £'000AssetsNon-Current AssetsGoodwill 10 - 1,082Property, plant &Equipment 11 - 3Investments 12 - - - 1,085Current AssetsInventories 13 - 85Trade Receivables 14 66 161Cash & Cash equivalents - 13 66 259 Total Assets 66 1,344 Equity and liabilitiesEquityShare capital 16 6,369 6,368Share premium 11,871 11,822Share option reserve 3 148Retained earnings (18,250) (18,865) Total Equity (7) (527) Current LiabilitiesBorrowings 17 - 920Trade & other payables 18 73 951 Total Liabilities 73 1,871 Total equity & liabilities 66 1,344Consolidated cash flow statements for the year to 30 September 2014 2014 2013 £'000 £'000 Cash flows from continuing operationsOperating loss (177) (113) Adjustments for:Share option expense 3 -Decrease in trade & other receivables 16 -(Decrease) in trade & other payables (258) -Cash generated from continuing (416) (113)operations Cash flows from discontinuedoperationsOperating profit/(loss) 698 (134)Depreciation - 3Loss on disposal of fixed assets 3 7Loss on disposal of goodwill 1,082 -Decrease/(increase) in trade & other 129 (83)receivablesDecrease in inventories 85 53(Decrease)/increase in trade & other (620) 270payablesNet (decrease)/increase in borrowing (892) 42Cash generated from discontinued 485 158operations Net cash inflow from operating 69 45activities Cash flows from investing activities Interest received 5 - 1Purchase of property, plant & 11 - (5)equipmentSale proceeds of fixed asset - 6disposalsNet cash used in investing activities - 2 Cash flows from financing activities Interest paid (discontinued 6 (54) (43)operations)Issue of new shares (continuing 16 -operations)Net cash from financing activities (54) (43) Net increase in cash & cash 15 15 4equivalents Cash and cash equivalents at 1 15 (15) (19)October Cash and cash equivalents at 30 15 - (15)September Statement of changes in equity for the year ended 30 September 2014 Share Share Share Retained Total Capital Premium Option Earnings Reserve £'000 £'000 £'000 £'000 £'000 Balance at 1 October 2012 6,368 11,822 148 (18,576) (238) Comprehensive loss for the year - - - (289) (289) 6,368 11,822 148 (18,865) (527) Balance as at 30 September 2013 Balance at 1 October 2013 6,368 11,822 148 (18,865) (527)Comprehensive income for the year - - - 467 467 Issue of shares 1 49 - - 50Equity share options expired - - (148) 148 -Equity share options issued - - 3 - 3 At 30 September 2014 6,369 11,871 3 (18,250) (7) Share capital relates to the nominal value of shares issued. Share premiumrelates to the amounts subscribed for share capital in excess of the nominalvalue of the shares. The share option reserve arose on the grant of share options to employeesunder the employee share option plan. At 30 September 2014 the Company had noemployees other than the directors. Retained earnings relates to cumulative profits and losses recognised in thestatement of comprehensive income. Notes to the consolidated financial statements for the year to 30 September2014 1 Accounting policies 1.1 Basis of preparation and consolidation The Company's financial statements are prepared under thehistorical cost convention. The Company's financial statements have beenprepared in accordance with International Financial Reporting Standards(IFRSs) as adopted by the European Union and applied in accordance with theprovisions of the Companies Act 2006 applicable to companies reporting underIFRS. The Group financial statements consolidate the financial statementsof the Company and its subsidiary undertakings made up to 30 September 2014. The principal accounting policies adopted by the Group are set outbelow. 1.2 Going concern The disposal of the trading subsidiaries was completed during theyear and as a result, Guscio Plc is now a non trading holding Company. Nosubstantive warranties or indemnities were given to the purchasers of thetrading subsidiaries and therefore the directors are not expecting any furtherliabilities arising from the disposal of these companies. £250,000 has beenraised in three separate placings, with £50,000 being raised before thebalance sheet date and £200,000 being raised subsequent to the year end. Thesefunds have allowed all historical creditors to be paid and has put the Companyin a position where it has sufficient cash resources to meet the on goingexpenses for at least a further 18 months. It is anticipated that the Companymay make new investments during this period but the directors will ensure thatany such investments can be funded in a prudent way. Therefore after makingenquiries, the directors have a reasonable expectation that the Group hasadequate resources to continue in operational existence for the foreseeablefuture. The Group therefore continues to adopt the going concern basis inpreparing its consolidated financial statements. 1.3 Revenue recognition Revenue is recognised to the extent that it is probable that theeconomic benefits will flow to the Company and the revenue can be reliablymeasured. Revenue consists of the total value of goods sold in the year, netof value added tax and comprises amounts invoiced in respect of makingproductions. Where a production straddles two financial years, the amount ofrevenue, costs and profit are pro-rated based on the proportion of theproduction completed at year end. Distribution revenue arises from the licensing of programme rightswhich have been obtained under distribution agreements with either externalparties or Group companies. Distribution income is recognised in the income statement onsignature of the licence agreement and represents amounts receivable on suchcontracts. 1.4 Property, plant and equipment Items of property, plant and equipment are stated at the cost ofacquisition or production cost less accumulated depreciation and impairmentlosses. Depreciation is calculated to write down the cost less estimatedresidual value of all tangible fixed assets by the reducing balance method.The rates applicable are: Fixtures and fittings - 15% Office equipment - 33% Items of property, plant and equipment are reviewed for impairmentwhenever events or changes in circumstances indicate that the carrying amountmay not be recoverable. An impairment loss is recognised for the amount bywhich the assets carrying amount exceeds its recoverable amount. 1.5 Investments Investments in subsidiaries are included at cost less anyaccumulated impairment losses. 1.6 Taxation Current taxes are based on the results of the Group companies andare calculated according to local tax rules, using the tax rates that havebeen enacted or substantively enacted by the balance sheet date. Deferred tax is provided in full using the balance sheet liabilitymethod for all taxable temporary differences arising between the tax bases ofassets and liabilities and their carrying values for financial reportingpurposes. Deferred tax is measured using currently enacted or substantivelyenacted tax rates. Deferred tax assets are recognised to the extent the temporarydifference will reverse in the foreseeable future and that it is probable thatfuture taxable profit will be available against which the asset can beutilised. 1.7 Foreign currencies Transactions in foreign currencies are translated at the exchangerate ruling at the date of the transaction. Monetary assets and liabilities inforeign currencies are translated at the rates of exchange ruling at thebalance sheet date. All exchange differences are dealt with through the incomestatement. 1.8 Leased assets Costs in respect of operating leases are charged on a straight linebasis over the lease term. Leasing agreements or hire purchase contracts whichtransfer to the Group substantially all the benefits and risks of ownership ofan asset are treated as if the asset had been purchased outright. The assetsare included in fixed assets and the capital element of the leasing commitments is shown as obligations under finance leases. The lease rentalsare treated as consisting of capital and interest elements. The capitalelement is applied to reduce the outstanding obligations, and the interestelement is charged against profit so as to give a constant periodic rate ofcharge on the remaining balance outstanding at each accounting period. Assetsheld under finance leases are depreciated over the shorter of the lease termsand the useful economic life of equivalent owned assets. 1.9 Financial instruments The Group uses financial instruments other than derivativescomprising cash and various items such as trade debtors, other creditors etc.that arise from its operations. The main purpose of these financialinstruments is to raise finance for the Group's business. The board approves treasury policies and senior management directlycontrols day-to-day operations. Surplus cash funds are deposited with thirdparty banks with high credit ratings in floating rate deposits. The securityof these deposits and the interest rates earned are monitored on a regularbasis against the products and services of competing financial institutions. The fair values of the financial instruments at the period endapproximate the book values. 1.10 Inventories and work in progress Work in progress represents expenditure relating to productionswhich have not yet been completed and is valued at the lower of cost and netrealisable value. It is the Group's policy to write off amounts relating toproductions that do not proceed within one year of inception. 1.11 Goodwill Goodwill arising on an acquisition represents the excess of thecost of the acquisition over the Group's interest in the fair value ofidentifiable assets and liabilities acquired as at the date of the exchangetransaction. Goodwill is stated at cost less any accumulated impairmentlosses. Where an indication of impairment exists, goodwill is written downimmediately to its recoverable amount. An impairment review is performed annually in which the recoverableamount of the goodwill is calculated and compared with the carrying valuewithin the accounts. 1.12 Intellectual property rights Intellectual property rights are shown at cost and are beingwritten off on a straight line basis over ten years, or written-off in full ifconsidered to have no further residual value. Amortisation is included inadministrative expenses in the income statement. 1.13 Cash and cash equivalents Cash and cash equivalents compromise cash at bank and in hand andshort term deposits. Short term deposits are defined as deposits with aninitial maturity of three months or less. Bank overdrafts that are repayable on demand and form an integralpart of the Company's cash management are included as a component of cash andcash equivalents for the purposes of the cash flow statement. 1.14 Trade and other payables Trade and other payables represent liabilities for goods andservices provided to the Company prior to the year end which remain unpaid atthe year end. Current liabilities represent those amounts falling due withinone year. 1.15 Share based payments In accordance with IFRS 2 share based payments, the Group reflectsthe economic cost of awarding shares and share options to employees byrecording an expense in the income statement equal to the fair value of thebenefit awarded, fair value being determined by reference to option pricingmodels. The expense is recognised in the income statement over the vestingperiod of the award. 1.16 Trade and other receivables Trade and other receivables are recognised by the Company andcarried at the original invoice amount less an allowance for any uncollectibleor impaired amounts. An estimate for the doubtful debts is made whencollection of the full amount is no longer probable. Uncollectible receivablesare written off as soon as the payment loss has been established. 1.17 Development costs Development costs are costs incurred in the course of developingprogrammes for commission and are written off as incurred. 1.18 Accounting estimates and judgements Details of significant accounting estimates and judgements havebeen disclosed under the relevant note or accounting policy for each areawhere disclosure is required. Principally these are valuation of work inprogress, trade receivables acquired intangible assets, goodwill impairmenttesting and revenue recognition. 1.19 Borrowing Costs Borrowing costs are charged to the profit and loss account on anaccruals basis, and added to the loan in liabilities if unpaid at year end. 1.20 Application of new EU endorsed accounting standards,amendments to existing EU endorsed standards and interpretations New Standards, amendments and interpretations effective for thefirst time for the financial year beginning 1 October 2013, but not currentlyrelevant to the Group (although they may affect the accounting for futuretransactions and events): IAS 1 (amendment) - `Presentation of items of other comprehensiveincome' IAS 12 (amendment) - `Income taxes' IAS 16 (annual improvements 2011) - `Property, Plant and Equipment' IAS 19 (amendment) - `Employee benefits' IAS 34 (annual improvements 2011) - `Interim financial reporting' IAS 32 (annual improvements 2011) - `Financial Instruments:Presentation' IFRS 1 (amendment) - `First time adoption' IFRS 7 (amendment) - `Financial Instruments' IFRS 13 - `Fair value measurement' IFRIC 20 (interpretation) - `Stripping costs in the productionphase of a surface mine' The above revised standards have not had any impact on theCompany's financial statements in the current year. The Company will apply forthe above standards prospectively to all future transactions and events. New Standards, amendments and interpretations issued, but noteffective for the financial year beginning 1 October 2013 and not earlyadopted. IAS 16 (annual improvements 2012) - `Property, Plant and Equipment'- effective 1 July 2014 IAS 19 (amendment) - `Employee benefits' - effective 1 July 2014 IAS 27 (revised 2011) - `Separate Financial statements' - effective1 January 2014 IAS 28 (revised 2011) - `Associates and joint ventures' - effective1 January 2014 IAS 32 (amendment) - `Financial Instruments: Presentation' -effective 1 January 2014 IAS 36 (amendment) - `Impairment of assets' - effective 1 January2014 IAS 37 (annual improvements 2012) - `Provisions, contingentliabilities and contingent assets' - effective 1 July 2014 IAS 39 (annual improvements 2012) - `Financial instruments:Recognition and measurement' - effective 1 July 2014 IAS 39 (amendment) - `Financial instruments: Recognition andmeasurement' - effective 1 January 2014 IAS 40 (annual improvement 2013) - `Investment Property' -effective 1 July 2014 IFRS 1 (annual improvement 2013) - `First time adoption' -effective 1 July 2014 IFRS 2 (annual improvement 2012) - `Share-based Payment' -effective 1 July 2014 IFRS 3 (annual improvement 2012) - `Business combinations' -effective 1 July 2014 IFRS 3 (annual improvement 2013) - `Business combinations' -effective 1 July 2014 IFRS 8 (annual improvement 2012) - `Operating segments' - effective1 July 2014 IFRS 9 - `Financial instruments' - effective 1 January 2015 IFRS 9 (amendment) - `Financial instruments' - effective date to bedetermined IFRS 10 (amendment) - `Consolidated financial statements' -effective 1 January 2014 IFRS 11 - `Joint arrangements' - effective 1 January 2014 IFRS 12 - `Disclosures of interests in other entities' - effective1 January 2014 IFRS 13 (annual improvement 2012) - `Fair value measurement' -effective 1 July 2014 IFRS 13 (annual improvement 2013) - `Fair value measurement' -effective 1 July 2014 IFRIC 21 (interpretation) - `Levies' - effective 1 January 2014 The directors do not anticipate that the adoption of theseinterpretations in future reporting periods will have a material impact on theCompany's results. 2 Discontinued operations Analysis of the results of discontinued operations and the resultrecognised on the re-measure of assets or disposal Group is as follows: 2014 2013 £'000 £'000 Revenue 562 677Cost of sales (491) (459)Administrative expenses (327) (352)Finance costs (54) (43)Finance income - 1 Loss on discontinued operations (310) (176) Profit recognised on the re-measurement ofassets and liabilities on disposal 954 - Profit/(Loss) for the year from discontinuedoperations 644 (176)See notes 8 and 12 for further details. 3 Revenue and loss on discontinued and continued activities beforetaxation The revenue and loss on discontinued activities before taxation areprimarily attributable to the creation, development and production oftelevision programmes. The loss on continuing activities before taxation is primarilyattributable to investing in companies and assets. By geographical origin For the year to 30 September 2014: Revenue Profit Total Total assets liabilities before tax £'000 £'000 £'000 £'000 United Kingdom 321 467 66 (73)Rest of Europe 162 - - -Asia 79 - - - 562 467 66 (73)All revenue is from discontinuing operations and profit before tax is fromboth discontinued operations and continuing operations, see note 2. For the year to 30 September 2013: Revenue Loss before Total Total tax assets liabilities £'000 £'000 £'000 £'000United Kingdom 556 (289) 1,344 (1,871)Rest of Europe 121 - - -Asia - - - - 677 (289) 1,344 (1,871) Total assets include property, plant and equipment and goodwill,all of which are allocated to operations within the UK. Non cash expenses suchas depreciation and amortisation are also allocated to operations in the UK. 2014 2013 £'000 £'000Loss before taxation is arrived at aftercharging: Depreciation of tangible fixed assets - 3Loss on disposal of fixed assets 3 7Auditors' remuneration :- audit of the annual accounts of the Group 12 12- other services relating to taxation 4 2 Provision for bad debt - 1 4 Directors and employees 2014 2013 £'000 £'000Staff costs during the year were as follows:Wages and salaries 248 256Social security costs 28 31Share-based payments to employees 3 - 279 287All staff costs are included within discontinued operations, except forthe share-based payments to employees. The monthly average number of employees during the year was made up asfollows: No. No.Production 4 4Administration 2 2Management 1 1 7 7 £'000 £'000 Details of emoluments paid to directors are asfollows: Emoluments 222 245 All directors emoluments are included within discontinued operations. [[TAB_STOP_RIGHT]]The emoluments of directors disclosed above includethe following amounts paid to the highest paid director: £'000 £'000Director emoluments 78 855 Finance income 2014 2013 £'000 £'000Interest receivable - 16 Finance costs 2014 2013 £'000 £'000Interest payable 54 43All amounts are included within discontinued operations. 7 Taxation 2014 2013 £'000 £'000 Domestic current year taxUK corporation tax - - Domestic prior year taxUK corporation tax - repayment - - - - Factors affecting the tax charge for theperiod: Profit/(Loss) on ordinary activities before 467 (289)taxation Profit/(Loss) on ordinary activities 94 (58)multiplied by the standard rate of Corporationtax in the UK of 20% (2013 - 20%) Expenses not deductible for tax purposes 215 -Income not taxable (395) -Other short term timing differences 6 24Deferred tax not recognised 80 34 Current tax charge - -8 Related party transactions On 12 August 2014, the Company entered into two separateconditional agreements to dispose of its entire shareholdings in (i) TalentTelevision South Limited and (ii) Talent Holdings Limited and its subsidiaryundertakings. As detailed below, both transactions were to related parties andwere therefore subject to shareholder approval. Both transactions wereapproved at a General Meeting held on 8 September and therefore the salescompleted on that date. Pursuant to the Sale and Purchase Agreement for Talent TelevisionSouth Limited, Stitchcombe Productions Limited, a Company which isbeneficially owned and controlled by Bob Benton, who was at that stage aNon-Executive Director of the Company, and his wife, acquired the entireissued share capital of Talent Television South Limited for a maximum cashconsideration of £42,000. Of the consideration, £30,000 was payable oncompletion and the remainder was paid subsequent to the year end. The amount of intercompany debt to be novated to and assumed byTalent 2014 Limited for the acquisition of Talent Holdings Limited assumedthat the consideration monies became due and payable to the Company under theTalent South Sale and Purchase agreement. 9 Loss per share (a) Basic Basic earnings per share is calculated by dividing the loss attributable toequity holders of the Company by the weighted average number of ordinaryshares in issue during the year. The calculation of the basic loss per ordinary share is based on: 2014 2013 Number NumberWeighted average number of Ordinary sharesin issue during the period 20,840,286 21,960,284Profit/(Loss) for the year (£'000) 467 (289)(b) Diluted Diluted earnings per share is calculated by adjusting the weightedaverage number of ordinary shares outstanding to assume conversion of alldilutive potential ordinary shares. The Company has one category of dilutivepotential shares and share options. A calculation is performed to determinethe number of shares that could have been acquired at fair value (determinedas to the average annual market share price of the Company's shares) based onthe monetary value of the subscription rights attached to outstanding shareoptions. The number of shares calculated as above is compared with the numberof shares that would have been issued assuming the exercise of the shareoptions. The calculation of diluted earnings per share is based on: 2014 2013 Number NumberWeighted average number of Ordinaryshares in issue 20,840,286 21,960,284 Adjustments for dilutive effect of: - Employee share options 856,008 867,500 Weighted average number of ordinaryshares for diluted earnings per share 21,696,294 22,827,78410 Goodwill £'000GroupCost At 1 October 2012 and 30 September 2013 1,082Disposals During the year to 30 September 2014 (1,082)Net book amount as at 30 September 2014 - Net book amount as at 30 September 2013 1,082 See notes 8 and 12 for further details. 11 Property, plant and equipment Office Equipment Fixtures and Total £'000 fittings £'000 £'000GroupCost At 30 September 2012 137 37 174Additions D 5 5 -Disposals (134) (37) (171) ___________________­­­ ________ ________At 30 September 2013 8 - 8Additions in year - - -Disposals (8) - (8)At 30 September 2014 - - - DepreciationAt 1 October 2012 129 32 161Charge for the year 3 - 3Disposals (127) (32) (159) At 31 September 2013 5 - 5Charge for the year - - -Disposals (5) - (5) At 30 September 2014 - - - Net book valueAt 30 September 2014 - - -Net book valueAt 30 September 2013 3 - 312 Fixed asset investments Subsidiary undertakings £'000CompanyCost- At 1 October 2013 6,344 Amounts written off- At 1 October 2013 (4,145) Net book amount at 30 September 2013 2,199 Additions during the year to 30 September 2014 -Disposals during the year to 30 September 2014 (1,323)Net book amount at 30 September 2014 876Details of the Group's investments, which are wholly owned by the parentCompany and are included in the consolidated financial statements, are asfollows: Name of entity Principal activity Country of incorporation RMR Design Associates Ltd Dormant England & WalesGuscio 2 Limited Dormant England & WalesFair value information has not been disclosed for the investmentsas their fair value cannot be measured reliably. This is because theinvestments are not traded on an active market. On 12 August 2014, the Company entered into two separateconditional agreements to dispose of its entire shareholdings in (i) TalentTelevision South Limited and (ii) Talent Holdings Limited and its subsidiaryundertakings. As detailed below, both transactions were to related parties andwere therefore subject to shareholder approval. Both transactions wereapproved at a General Meeting held on 8 September and therefore the salescompleted on that date. Further details of the terms of these disposals areexplained in the related party note. The Companies which were disposed of during the year were asfollows: Name of entity Principal activity Country of incorporation Talent Holdings Ltd Holding company England & WalesTalent Television Ltd Television production and England & Wales developmentTalent Television Television production and England & WalesSouth Ltd developmentName of entity Principal activity Country of incorporation Talent Films Ltd Dormant England & WalesTalent Kids Ltd Dormant England & WalesTalent Music Ltd Dormant England & WalesTalent Theatre Dormant England & WalesProductions LtdKMB Productions Ltd Dormant England & Wales13 Inventories 2014 2013 £'000 £'000Work in progress - 8514 Trade and other receivables 2014 2013 £'000 £'000Due within one year:Amounts due from Groupundertakings - -Other receivables 63 61Prepayments and accrued income 3 100 66 161The above items represent financial assets (financial instruments) of theGroup. 15 Cash and cash equivalents 2014 2013 £'000 £'000Cash at bank and in hand - 13Bank overdraft - (28) - (15)16 Share capital 2014 2013 £'000 £'000Allotted, called up and fully paid3,378,506 (2013 - 21,960,284) Ordinary shares of0.1p (2013 - 1p) each 3 2201,689,253 B Deferred shares of 12.9p each 218 -62,102,847 Deferred shares of 9.9p each 6,148 6,148 6,369 6,368 On 8 September 2014, 1,694,911 Ordinary shares of 0.1 pence each inthe Company were issued raising £50,000 before expenses for the benefit of theCompany. The Subscribers were issued with one Warrant for each ordinaryshare subscribed for and these warrants will be exercisable at thesubscription Price (being 2.95 pence per share) at any time during the fiveyear period from the date of issue. In order to carry out the Subscription described above, it wasnecessary to reduce the nominal value of the Company's issued Ordinary Sharesat that date to an appropriate level which was less than the SubscriptionPrice. Accordingly, a share reorganisation was effected and became effectivefrom 8 September 2014 on the following basis: a. the previous Ordinary Shares of 1p each were consolidated intoordinary shares of 13p each at a ratio of 13 existing Ordinary Shares forevery 1 new ordinary share of 13p each; and b. each of the new ordinary shares of 13p each were then subdividedinto and reclassified as one New Ordinary Share (being an ordinary share inthe capital of the Company with a nominal value of 0.1p each) and one NewDeferred Share (being a B deferred share in the capital of the Company of12.9p nominal value). The New Deferred Shares carry negligible value as they do not carryany rights to vote or dividend rights and have not be admitted to trading onAIM and will not be transferable. The New Deferred Shares have limited rights,and are subject to the restrictions, set out in the Company's New Articles. Itis intended that in due course, all deferred shares in the capital of theCompany will be repurchased by the Company for an aggregate of £1 andcancelled. The rights attaching to the New Ordinary Shares of 0.1 pence willbe identical in all respects to those of the Existing Ordinary Shares. Shareholders with a holding of less than 13 Existing OrdinaryShares were not entitled to any New Ordinary Shares and any fractions ofOrdinary Shares arising from the Capital Reorganisation were aggregated andsold for the benefit of the Company. 17 Borrowings Current borrowings 2014 2013 £'000 £'000Overdraft - 28Other loans - 892 - 920Other loans related to amounts provided by T Bate, former Non-ExecutiveChairman. Interest was payable monthly at the rate of 6% per annum on thefirst £700,000, and interest at 7% per annum was payable upon repayment of thebalance. The loans were unsecured and no guarantees were given. a) Ageing The loans were repayable on demand. b) Fair values Cash and cash equivalents The carrying value approximates to fair value. Other assets and liabilities No disclosure of fair value has been made as the carrying value is areasonable approximation of the fair value. 18 Trade and other payables: Amounts falling due within one year 2014 2013 £'000 £'000 Amounts owed to Group undertakings - -Social security and other taxes - 97Other payables 46 68Accruals and deferred income 27 786 73 951With the exception of social security and other taxes, the aboveitems represent financial liabilities (financial instruments) of the Group. 19 Reconciliation of net cash flow to movement in cash and cash equivalents 2014 2013 £'000 £'000Net increase in cash and cash equivalents 15 4 Cash and cash equivalents at beginning of (15) (19)year Cash and cash equivalents at end of year - (15)20 Financial commitments Neither the Group nor the Company have commitments under non-cancellableoperating leases as follows: Capital commitments Neither the Group nor the Company had any capital commitments at 30 September2014. 21 Loans from related parties 2014 2013 £'000 £'000Loans from T Bate, former Non-Executive - 892ChairmanFurther details of these loans are provided in note 17. 22 Share-based payment transactions 2014 2014 2013 2013 No. of Weighted No. of Weighted options average options average exercise price exercise price (pence) (pence) Outstanding at 1 October 867,500 - 1,027,500 3.42- Granted 676,832 4.18 - 3.00- Forfeited (867,500) - - -- Exercised - - - -- Expired - - (160,000) 7.50 Outstanding at 30 676,832 867,500September Exercisable at 30 676,832 867,500September The estimated fair value was calculated by applying the BlackScholes model. The exercise price of all the options granted is equal to theshare price at time of grant. The new warrants issued can be exercised at anytime before 8 September 2019. The model inputs, in addition to the above, were: Risk free rate 2% Expected volatility 20% Gross dividend yield 0% The weighted average estimated fair value of each warrant grantedin the general employee share option plan is 4.18p. Date of grant Exercise Latest Estimated Number of Number of price exercise fair value options options date 2014 2013 July 2008 7.50 July 2018 3.16 - 5,000August 2010 2.00 August 2020 2.47 - 312,500March 2011 3.00 March 2021 3.58 - 550,000September 2014 2.95 September 4.18 676,832 - 2019 676,832 867,500All share-based payments are equity rather than cash based. 23 Financial Risk Factors Risk management objectives The Group manages financial risks relating to the companies withinthe Group through regular review by the board. Capital risk management The Group aims to manage its overall capital so as to ensure thatcompanies within the Group continue to operate as a going concern, whilstproviding an adequate return to shareholders. The Group's capital structure represents the equity attributable tothe shareholders of the Company together with borrowings and cash and cashequivalents. The structure is reviewed on a quarterly basis to ensure that anappropriate level of gearing is being used. Market risk Market risk is the risk that the fair value or future cash flows ofa financial instrument will fluctuate because of changes in market prices. Theprincipal ways in which the Group is exposed to such fluctuations is throughinterest rate risk. Interest rate risk management The Group has an exposure to interest rate risk arising principallyon borrowings which are at fixed rates of interest. The only borrowings of theGroup are disclosed in note 17. Credit risk Credit risk is the risk that a counter-party will cause a financialloss to the Group by failing to discharge its obligation to the Group. The Group manages its exposure to this risk by having fixedcontracts with known suppliers and companies. Liquidity risk Liquidity risk is the risk that companies within the Group willencounter difficulty in meeting obligations associated with financialliabilities. To counter this risk, the Group operates monthly cash flowmanagement. Maturity analysis of financial liabilities and liquidity risk Details of the Group's borrowings are given in note 17. 24 Post Balance Sheet Events On 8 October 2014 the Company raised £150,000 following the issueof 2,835,538 ordinary shares at a price of 5.29p per share. In connection withthe subscription, the Company has entered into a warrant instrument pursuantto which the Company issued two new warrants for every three ordinary sharessubscribed for. Accordingly, the Company has issued a total of 1,890,356 newwarrants pursuant to the warrant instrument. These new warrants areexercisable at the subscription price of 5.29p per share and can be exercisedat any time during the three year period from admission. On 29 October 2014 the Company raised £50,000, by way of asubscription for 945,179 new ordinary shares at a price of 5.29 pence pershare. In connection with the subscription, the Company has entered into awarrant instrument pursuant to which the Company issued two new warrants forevery three Ordinary Shares subscribed for. Accordingly, the Company hasissued a total of 630,119 new warrants pursuant to the warrant instrument.These new warrants are exercisable at the subscription price of 5.29p pershare and can be exercised at any time during the three year period fromadmission. Subsequent to the year end the Company has invested in SportsdataLimited and has entered into an agreement to provide a £125,000 nominalunsecured convertible loan note. This loan note is repayable on the firstanniversary of drawdown and has an annual interest rate of 5%, which ispayable on a quarterly basis. The Company is entitled to convert the loan intoordinary shares at a valuation equivalent to £1.125 million. On 29 December 2014 some share options were exercised at a price of5.29p and therefore the Company issued 63,012 ordinary shares. On 30 January 2015 some share options were exercised at a price of5.29p and therefore the Company issued 157,529 ordinary shares.