Final Results

RNS Number : 4286U
Aeorema Communications Plc
16 October 2014
 



Aeorema Communications plc / Index: AIM / Epic: AEO / Sector: Media

16 October 2014

Aeorema Communications plc ('Aeorema' or 'the Company')

Final Results

 

Aeorema Communications plc, the AIM-traded live events agency, announces its results for the year ended 30 June 2014.

 

Overview

·    Positive progress made towards building the Group as a leading provider of live events

·    Increased profits before tax from continuing operations to £504,841 (2013: £358,864)

·    Increased revenues to £4,764,584 (2013: 3,992,751)

·    Cash at bank and in hand of £1,620,895 (2013: £1,581,790)

·    Recommend dividend payment of 2p - plus special 3p dividend to return cash to shareholders (2013: dividend payment: 1.5p and special dividend: nil)

·    Secured preferred supplier status positions with leading financial clients

·    A new single brand, Cheerful 21st, and an associated website is being developed to reflect future strategy to become the live event agency of choice

 

Chairman's Statement

 

Aeorema continues to build its position as a leading provider of live events by exploiting the strengths of its team and bringing new innovative ideas and products effectively to life.

 

During the year under review, we signed a number of deals, increasing both market share and profitability. We were particularly pleased to win a three year contract worth over £2 million with an existing technology client to run a live event at the annual Cannes Lions advertising festival.  We ran the first of these events this year, which was a great success.  Furthermore, Aeorema extended and won new roster positions with key organisations in the financial services industry.  Notably, we also created several 'bid' films for clients, which resulted in them winning major projects.

 

I believe that organisations choose to work with Aeorema for various reasons.  Firstly, we provide both new and existing customers with award-winning solutions using the latest technologies and interactive platforms; during the year we won several awards at the event industry's two major ceremonies - Eventia and Livecom.  Secondly, our clients choose us because they know we are committed to their success, have the reputation for encouraging them to push boundaries, provide seamless, progressive, solutions and help them to stand out in a crowded market now, and into the future.

 

It is inspiring to see the way our team works together and strives for ways to improve our collective performance.  Throughout the year, their commitment, talent and integrity have led to the delivery of remarkable results.  Post period end, we strengthened this team with the appointment of Steve Garvey as our new CEO.  Steve's 25 years' experience in corporate communications, which saw him work for a number of cutting edge businesses in the sector, will be invaluable as we take Aeorema into a new phase of growth.

 

Our emphasis now is on enabling Aeorema to achieve its full potential by continuing to excite our clients with superb concepts and exceptional end results.  Our five year plan is to become 'the' live events agency of choice, with a strong focus on innovation.  To this end, we are launching a new single brand, Cheerful 21st, as well as a website, with a focus on live events.  We intend to continue to grow our business organically, expanding both revenues and profits.  Importantly, we signed a new five-year lease on our office in the West End, which is large enough to support this growth.

 

The results for the year show a profit before taxation from continuing operations of £504,841 (2013: £358,864) on revenue of £4,764,584 (2013: £3,992,751).  We remain cash positive with cash at bank and in hand of £1,620,895 (2013: £1,581,790).

 

The Board is proposing a dividend of 2 pence per share to be paid on 21 November 2014 to shareholders on the register on 24 October 2014.  This has increased substantially from last year's dividend of 1.5p and additionally, in light of our strong cash position at the year end, the Board is delighted to propose a special dividend of 3 pence per share to be paid on 21 November 2014 to shareholders on the register on 24 October 2014.  The ex-dividend date for both the final dividend and the special dividend will be 23 October 2014.

 

On behalf of the board, I would like to thank our team for their hard work during the past year.  Our thanks also go to our shareholders, whose continued support of Aeorema has helped us achieve record levels of performance in the year to June 2014.

 

M Hale

Chairman

 

14 October 2014

 

For further information visit www.aeorema.com or contact:

 

Gary Fitzpatrick

Aeorema Communications plc

Tel: 020 7291 0444

Mark Percy/Catherine Leftley/David Banks

Cantor Fitzgerald Europe

Tel: 020 7894 7000

Elisabeth Cowell/ Charlotte Heap

St Brides Media & Finance Ltd

Tel: 020 7236 1177

 

 

 

 

 

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2014


Notes

2014

2013




As restated



£ 

£ 





Continuing operations




 

Revenue

2

4,764,584

3,992,751

Cost of sales


(2,794,629)

(2,253,321)

Gross profit


1,969,955

1,739,430

Administrative expenses


(1,465,520)

(1,434,769)

Operating Profit

3

504,435

304,661

 

Gain recognised on disposal of former subsidiary

24

-

54,021

Finance income

4

406

195

 

Finance expense

 

4

 

-

 

(13)

 

Profit before taxation


504,841

358,864

Taxation

5

(89,145)

(79,087)

 

Profit for the year from continuing operations

 


415,696

 

 

279,777

 

 

Discontinued operations

 

Loss for the period from discontinued operations

7

 

-

 

(16,276)

 

Total comprehensive income for the year attributable to owners of the parent


415,696

 

263,501

 

 

Profit per ordinary share:




 

Basic

   From continuing operations

   From discontinued operations

Total basic earnings per share

9

 

 

 

5.02290p

-

5.02290p

3.4809p

(0.2025p)

3.2784p

 

Diluted

   From continuing operations

   From discontinued operations

Total diluted earnings per share

9

 

 

 

4.55487p

-

4.55487p

3.25117p

(0.18914p)

3.06203p


There were no other comprehensive income items.



Statement of Financial Position

As at 30 June 2014


Notes

Group

 

Company

 



2014

2013

2014

2013



£

£

£

£

Non-current assets






Intangible assets

10

365,154

365,154

-

-

Property, plant and equipment

11

67,449

77,040

-

-

Deferred taxation

6

24,145

8,277

-

-

Investments in subsidiaries

12

-

-

553,196

538,307

Total non-current assets


456,748

450,471

553,196

538,307

Current assets






Inventories


2,674

2,675

-

-

Trade and other receivables

13

1,475,921

606,557

357,873

468,462

Cash and cash equivalents

14

1,620,895

1,581,790

734,628

782,780

Total current assets


3,099,490

2,191,022

1,092,501

1,251,242







Total assets


3,556,238

2,641,493

1,645,697

1,789,549







Current liabilities






Trade and other payables

15

(1,589,007)

(1,140,377)

(89,730)

(282,081)







Net assets


1,967,231

1,501,116

1,555,967

1,507,468







Equity






Share capital

16

1,079,688

1,004,688

1,079,688

1,004,688

Merger reserve

17

16,650

16,650

16,650

16,650

Other reserve

18

19,500

-

19,500

-

Share-based payment reserve


110,972

96,083

110,972

96,083

Capital redemption reserve


257,812

257,812

257,812

257,812

Retained earnings


482,609

125,883

71,345

132,235

Equity attributable to owners of the parent


1,967,231

1,501,116

1,555,967

1,507,468

 

 

 

 

 

 

 

Statement of Changes in Equity

For the year ended 30 June 2014

Share capital

Merger reserve

Other reserve

Share-based payment reserve

Capital redemption reserve

Retained earnings

Total equity


£

£

£

£

£

£

£

At 1 July 2012

1,004,688

16,650

-

76,268

257,812

(137,618)

1,217,800

Comprehensive income for the year, net of tax

-

-

-

-

-

263,501

263,501

Share-based payments

-

-

-

19,815

-

-

19,815

At 30 June 2013

1,004,688

16,650

-

96,083

257,812

125,883

1,501,116

At 1 July 2013

1,004,688

16,650

-

96,083

257,812

125,883

1,501,116

Comprehensive income for the year, net of tax

-

-

-

-

-

415,696

415,696

Tax credit relating to share option scheme

-

-

-

-

-

61,594

61,594

Dividends paid

-

-

-

-

-

(120,564)

(120,564)

Shares issued in the period

75,000

-

19,500

-

-

-

94,500

Share-based payments

-

-

-

14,889

-

-

14,889

At 30 June 2014

1,079,688

16,650

19,500

110,972

257,812

482,609

1,967,231

 

Share capital

Merger reserve

Other reserve

Share- based payment reserve

Capital redemption reserve

Retained earnings

Total equity


£

£

£

£

£

£

£

At 1 July 2012

1,004,688

16,650

-

76,268

257,812

(548,586)

806,832

Comprehensive income for the year, net of tax

-

-

-

-

-

680,821

680,821

Share-based payments

-

-

-

19,815

-

-

19,815

At 30 June 2013

1,004,688

16,650

-

96,083

257,812

132,235

1,507,468

At 1 July 2013

1,004,688

16,650

-

96,083

257,812

132,235

1,507,468

Comprehensive income for the year, net of tax

-

-

-

-

-

59,674

59,674

Dividends paid

-

-

-

-

-

(120,564)

(120,564)

Shares issued in the period

75,000

-

19,500

-

-

-

94,500

Share-based payments

-

-

-

14,889

-

-

14,889

At 30 June 2014

1,079,688

16,650

19,500

110,972

257,812

71,345

1,555,967



Statement of Cash Flows

For the year ended 30 June 2014


Notes

Group

 

Company

 



2014

2013

2014

2013



£

£

£

£

Net cash flow from operating activities

25

106,751

847,834

(152,338)

493,244







Cash flows from investing activities






Finance income


406

195

250

138

Purchase of property, plant and equipment

11

(41,988)

(51,335)

-

-

Proceeds from sale of property, plant and equipment


-

44,875

-

-

Dividends received by the Company


-

-

130,000

-

Disposal of subsidiary (net of cash disposed)

24

-

(16,421)

-

-

Cash (used) / generated in investing activities


(41,582)

(22,686)

130,250

138







Cash flows from financing activities






Proceeds of share issue


94,500

-

94,500

-

Dividends paid to owners of the Company


(120,564)

-

(120,564)

-

Cash used in financing activities


(26,064)

-

(26,064)

-







Net increase/(decrease) in cash and cash equivalents


39,105

825,148

(48,152)

493,382

Cash and cash equivalents at beginning of year


1,581,790

756,642

782,780

289,398

Cash and cash equivalents at end of year

14

1,620,895

1,581,790

734,628

782,780

 

Notes to the consolidated financial statements

For the year ended 30 June 2014

1 Accounting policies

Aeorema Communications plc is a public limited company incorporated in the United Kingdom. The Company is domiciled in the United Kingdom and its principal place of business is Moray House, 23/31 Great Titchfield Street, London W1W 7PA. The Company's Ordinary Shares are traded on the AIM Market.

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

The Group's business activities, together with the factors likely to affect its future development and performance are set out in the review of business contained in the Chairman's Statement. The Group's financial statements show details of its financial position including, in note 26, details of its financial instruments and exposure to risk.

After reviewing the Group's budget for the next financial year, other medium term plans and considering the risks outlined in note 26, the Directors, at the time of approving the financial statements, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and have therefore used the going concern basis in preparing the financial statements.

Basis of Preparation

The Group's financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The following new standards, amendments to standards and interpretations, applied for the first time from 1 July 2013.

·    IFRS 1 (Amended) 'First-time Adoption of International Financial Reporting Standards', effective 1 January 2013.

·             IFRS 7 'Financial Instruments: Disclosures', effective 1 January 2013.

·             IFRS 10 'Consolidated Financial Statements', effective 1 January 2013.

·             IFRS 11 'Joint Arrangements', effective 1 January 2013.

·             IFRS 12 'Disclosure of Interests in Other Entities', effective 1 January 2013.

·             IFRS 13 'Fair Value Measurement', effective 1 January 2013.

·             IAS 1 (Amended) 'Presentation of Other Comprehensive Income', effective 1 January 2013.

·             IAS 16 (Amended) 'Property, Plant and Equipment', effective 1 January 2013.

·             IAS 19 (Amended) 'Employee Benefits', effective 1 January 2013.

·             IAS 27 (Revised) 'Separate Financial Statements', effective 1 January 2013.

·             IAS 28 (Revised) 'Investments in Associates and Joint Ventures', effective 1 January 2013.

·             IAS 32 (Amended) 'Financial Instruments: Presentation', effective 1 January 2013.

·             IAS 34 (Amended) 'Interim Financial Reporting', effective 1 January 2013.

·             IFRIC 20 'Stripping Costs in the Production Phase of a Surface Mine', effective 1 January 2013.

The adoption of these revised and amended standards has not impacted on the Annual Report and Financial Statements.

Adopted IFRSs not yet applied

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 July 2013 and have not been adopted early by the Group:

·      IFRS 2 (Amended) 'Share-Based Payments', effective 1 July 2014.

·      IFRS 3 (Amended) 'Business Combinations', effective 1 July 2014.

·      IFRS 7 (Amended) 'Financial Instruments: Disclosures', effective 1 January 2015.

·      IFRS 8 (Amended) 'Operating Segments', effective 1 July 2014.

·      IFRS 9 'Financial Instruments', effective 1 January 2018.

·      IFRS 11 (Amended) 'Accounting for Acquisitions of Interests in Joint Operations', effective 1 July 2016.

·      IFRS 14 'Regulatory Deferral Accounts', effective 1 July 2016.

·      IFRS 15 'Revenue for Contracts with Customers', effective 1 July 2017.

·      'Investment Entities' (Amendments to IFRS 10, IFRS 12 and IAS 27) effective 1 January 2014.

·      IAS 16 (Amended) 'Property, Plant and Equipment', effective 1 July 2014.

·      IAS 19 (Amended) 'Employee Benefits', effective 1 July 2014.

·      IAS 24 (Amended) 'Related Party Disclosures', effective 1 July 2014.

·      IAS 27 (Amended) 'Separate Financial Statements', effective 1 January 2016.

·      IAS 32 (Amended) 'Financial Instruments: Presentation- Offsetting Financial Assets and Financial Liabilities', effective 1 January 2014.

·      IAS 36 (Amended) 'Recoverable Amounts Disclosures for Non-Financial Assets', effective 1 January 2014.

·      IAS 38 (Amended) 'Intangible Assets', effective 1 July 2014.

·      IAS 39 (Amended) 'Novation of Derivatives and Continuation of Hedge Accounting', effective 1 January 2014.

·      IAS 40 (Amended) 'Investment Property', effective 1 January 2014.

·      'Clarification of Acceptable Methods of Depreciation and Amortisation' (Amendments to IAS 16 and IAS 38) effective 1 January 2016.

·      'Agriculture: Bearer Plants' (Amendments to IAS 16 and IAS 41) effective 1 January 2016.

·      IFRIC Interpretation 21 'Levies', effective 1 January 2014.

Management does not believe that the application of these standards, where applicable, will have an impact on the financial statements, except for the requirement of additional disclosures.

Presentation

The Directors have determined that wages and salaries relating to production personnel previously disclosed in the Consolidated Statement of Comprehensive Income within Cost of Sales should now be reflected as Administrative Expenses, in order to more accurately reflect the nature of these costs. Accordingly, an amount of £739,679 (2013: £572,169) has been reclassified to present these expenses in a consistent manner.

Basis of consolidation

The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to 30 June 2014. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from their activities. Subsidiaries are fully consolidated from the date on which control is transferred until the date that such control ceases.

Intra-group transactions, balances and unrealised gains and losses on transactions between group companies are eliminated.

The merger reserve is used where more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, thereby attracting merger relief under the Companies Act 2006.

Revenue

Revenue represents amounts (excluding value added tax) derived from the provision of services to third party customers in the course of the Group's ordinary activities. Revenue is measured at the fair value of consideration received taking into account any trade discounts and volume rebates. Revenue for all business segments is recognised when the Group has earned the right to receive consideration for its services.

Intangible assets - goodwill

All business combinations are accounted for by applying the acquisition method. Goodwill acquired represents the excess of the fair value of the consideration and associated costs over the fair value of the identifiable net assets acquired.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. At the date of acquisition, the goodwill is allocated to cash generating units, usually at business segment level or statutory company level as the case may be, for the purpose of impairment testing and is tested at least annually for impairment. On subsequent disposal or termination of a business acquired, the profit or loss on termination is calculated after charging the carrying value of any related goodwill.

Property, plant and equipment

Property, plant and equipment is stated in the financial statements at cost less accumulated depreciation and any impairment value. Depreciation is provided to write off the cost less estimated residual value of property, plant and equipment over its expected useful life (which is reviewed at least at each financial year end), as follows:

 

Leasehold land and buildings

 

straight line over the life of the lease (5 years)

 

Fixtures, fittings and equipment

25% straight line

 

Any gain or loss arising on the derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year that the asset is derecognised.

Fully depreciated assets still in use are retained in the financial statements.

Impairment

The carrying amounts of the Group's assets are reviewed at each period end to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amount is estimated. For goodwill and intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each annual period end date and whenever there is an indication of impairment.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement in those expense categories consistent with the function of the impaired asset.

Operating leases

Rentals under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the period of the lease.

Investments

Fixed asset investments are stated at cost less provision for diminution in value.

Inventories

Inventories are stated at the lower of cost and net realisable value.

Trade and other receivables

Trade and other receivables are stated initially at fair value and subsequently measured at amortised cost less any provision for impairment.

Trade and other payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost.

Cash and cash equivalents

Cash comprises, for the purpose of the Statement of Cash Flows, of cash in hand and deposits payable on demand. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. Cash equivalents normally have a date of maturity of 3 months or less from the acquisition date.

Finance income

Financial income consists of interest receivable on funds invested. It is recognised in the Statement of Comprehensive Income as it accrues.

Taxation

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; the differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised.

Pension costs

The Group does not operate a pension scheme for its employees. It does however, make contributions to the private pension arrangements of certain employees. These arrangements are of the money purchase type and the amount charged to the Statement of Comprehensive Income represents the contributions payable by the Group for the period.

Financial instruments

The Group does not enter into derivative transactions and does not trade in financial instruments. Financial assets and liabilities are recognised on the Statement of Financial Position when the Group becomes a party to the contractual provision of the instrument.

Equity

An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. The Group's equity instruments comprise 'share capital' in the Statement of Financial Position.

Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the end of the reporting period. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the Statement of Comprehensive Income.

Share-based awards

The Group issues equity settled payments to certain employees. Equity settled share based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant.

The fair value is estimated using option pricing models and is dependent on factors such as the exercise price, expected volatility, option price and risk free interest rate. The fair value is then amortised through the Statement of Comprehensive Income on a straight-line basis over the vesting period. Expected volatility is determined based on the historical share price volatility for the Company. Further information is given in note 22 to the financial statements.

Significant judgements and estimates

The preparation of the Group's financial statements in conforming with IFRS required management to make judgements, estimates and assumptions that effect the application of policies and reported amounts in the financial statements. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances. Information about such judgements and estimation is contained in the accounting policies and / or notes to the financial statements and the key areas are summarised below:

a)     Depreciation rates are based on the estimated useful lives and residual value of the assets involved.

b)    The impairment review of goodwill is based on the estimation of future cash flows and discount rates in order to calculate the present value of the cash flows.

c)     The Group operates share incentive schemes as detailed in note 22. In order to calculate the annual charge in accordance with IFRS 2, management are required to make a number of assumptions and include, amongst others, volatility and expected life of options.

d)    An allowance for uncollectable trade receivables is estimated based on a combination of aging analysis and any specific, known troubled customer accounts.

2 Revenue and segment information

The Company uses several factors in identifying and analysing reportable segments, including the basis of organisation, such as differences in products and geographical areas. The Board of Directors, being the Chief Operating Decision Makers, have determined that for the period ending 30 June 2014 there is only a single reportable segment.

All revenue represents sales to external customers. Three customers (2013: one) are defined as major customers by revenue, contributing more than 10% of the Group revenue.


2014

2013


£

£

Customer one

1,214,324

1,217,332

Customer two

809,290

-

Customer three

571,188

-

Major customers

2,594,802

1,217,332

 

The geographical analysis of revenue from continuing operations by geographical location of customer is as follows:

Geographical market

2014

2013

2014

2013

2014

2013

2014

2013


UK

UK

Europe

Europe

Rest of the World

Rest of the World

Total

Total


£

£

£

£

£

£

£

£

 

Revenue

4,493,297

3,803,651

262,306

1,752

8,981

187,348

4,764,584

3,992,751

 

All non-current assets are based in the UK.

3 Operating profit

Operating profit is stated after charging:

2014

2013


£

£

Depreciation of property, plant and equipment

51,579

35,934

Profit on disposal of property, plant and equipment

-

44,875

Fees payable to the Company's auditor in respect of:



   Audit of the Company's annual accounts

6,000

6,000

   Audit of the Company's subsidiaries

11,500

11,500

Staff costs (see note 21)

1,029,306

1,001,550

Operating leases - land and buildings

77,596

91,438

 

 

 

 

 

 

4 Finance income and expenses

Finance income

2014

2013


£

£

Bank interest received

406

195




Finance expenses

2014

2013


£

£

Other interest payable

-

13

 

5 Taxation


2014

2013


£

£

The tax charge comprises:






Current tax

 



Prior period adjustment

234

-

Current year

104,779

67,652





105,013

67,652

Deferred tax



Current year

(15,868)

11,435


(15,868)

11,435




Total tax charge in the statement of comprehensive income

89,145

79,087

Factors affecting the tax charge for the year



Profit on ordinary activities before taxation from continuing operations

504,841

358,864

Profit on ordinary activities before taxation multiplied by standard rate



of UK corporation tax of 23% (2013: 20%)

116,113

82,539

Effects of:



Non-deductible expenses

(1,114)

12,494

Income that is exempt from taxation

-

(22,745)

Depreciation, impairment losses and disposals

11,863

8,130

Capital allowances

(11,617)

(8,671)

Share-based payment

3,424

7,785

Losses utilised

-

(9,505)

Share options exercised

(12,167)

-

Marginal relief

(1,723)

(2,375)

Prior period adjustment

234

-

Deferred tax asset movement

(15,868)

11,435


(26,968)

(3,452)

Total taxation charge

89,145

79,087

 

The Group has estimated losses of £375,762 (2013: £375,762) available to carry forward against future trading profits. These losses are in Aeorema Communications plc which is not currently making taxable profits as all trading is undertaken by its subsidiary Aeorema Limited.

 

6 Deferred taxation


2014

2013


£

£

Property, plant and equipment temporary differences

(5,174)

(1,094)

Temporary differences

29,319

9,371


24,145

8,277

At 1 July

8,277

19,712

Transfer to Statement of Comprehensive Income

15,868

(11,435)

At 30 June

24,145

8,277

 

The deferred tax asset is expected to be utilised given the return to profitability and future trading prospects.

7 Discontinued Operations

On 7 December 2012 the Group disposed of its 100% subsidiary ST16 Limited, which carried out Viral Film operations. ST16 Limited was sold to its directors, S Crofts and J Stinton for proceeds of £5. Details of the assets and liabilities disposed of, and the calculation of the profit or loss on disposal, are disclosed in note 24.

The loss from the discontinued operation included in the profit for the previous year is set out below.


2014

2013


£

£

Loss for the year from discontinued operations

 

Revenue

-

69,002

Expenses

-

(85,278)

 

Loss for the year from discontinued operations attributable to owners of the company

-

(16,276)

 

Cash flows from discontinued operations



Net cash outflows from operating activities

-

(90,006)

Net cash inflows from investing activities

-

51,319

Net cash outflows

-

(38,687)

 

8 Profit attributable to members of the parent company

As permitted by section 408 of the Companies Act 2006, the parent Company's Statement of Comprehensive Income has not been included in these financial statements. The retained profit for the financial year of the holding company was £59,674 (2013: £680,821).

9 Earnings per ordinary share

Basic earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the year.

 

Diluted earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

 

The following reflects the income and share data used and dilutive earnings per share computations:

 


2014

2013


£

£

Basic earnings per share



Profit for the year attributable to owners of the Company

415,696

263,501

 

Loss for the period from discontinued operations used in the calculation of basic earnings per share from discontinued operations

-

 

16,276

 

 

Earnings used in the calculation of basic earnings per share from continuing operations

415,696

 

279,777

 




Basic weighted average number of shares

8,276,021

8,037,500

 

Dilutive potential ordinary shares:
Employee share options

850,380

567,915

Diluted weighted average number of shares

9,126,401

8,605,415

 

10 Intangible fixed assets

Group

Goodwill


£

Cost


At 1 July 2012

2,805,963

Disposal of subsidiary

(77,671)

At 30 June 2013

2,728,292

At 30 June 2014

2,728,292

Impairment and amortisation


At 1 July 2012

2,440,809

Eliminated on disposal

(77,671)

 

At 30 June 2013

2,363,138

 

At 30 June 2014

2,363,138

Net book value


At 1 July 2012

365,154

At 30 June 2013

365,154

 

At 30 June 2014

365,154

 

Goodwill arose for the Group on consolidation of its subsidiary company, Aeorema Limited (formerly Cheerful Scout Productions Limited).

Impairment - Aeorema Limited (formerly Cheerful Scout Productions Limited)

Goodwill has been tested for impairment based on its future value in use. Future value has been calculated on a discounted cash flow basis using the 2015 budgeted figures as approved by the Board of Directors extended for a period to 5 years and discounted at a rate of 10%. It has been assumed that future growth will be at 1.5%. Using these assumptions, which are based upon past experience, there was no impairment in the year.

Management has assessed the sensitivity of the recoverable amounts in the key assumptions to be as follows: a five percentage increase in the discount rate would reduce the recoverable amount by £326,000 and a one percentage fall in future growth would reduce the recoverable amount by £342,000. However, in both cases there would still be no indication of impairment of goodwill.      

11 Property, plant and equipment

Group

Leasehold land

Fixtures, fittings

Total


and buildings

and equipment



£

£

£

Cost




At 1 July 2012

157,063

889,890

1,046,953

Additions

24,034

27,301

51,335

Disposals

(157,063)

(90,870)

(247,933)

 

Derecognised on disposal of a subsidiary

-

(5,254)

(5,254)

At 30 June 2013

24,034

821,067

845,101

Additions

-

41,988

41,988

At 30 June 2014

24,034

863,055

887,089

 

 

Depreciation




 

At 1 July 2012

153,838

827,187

981,025

Eliminated on disposal of assets

(157,063)

(90,870)

(247,933)

Eliminated on disposal of a subsidiary

-

(965)

(965)

Charge for the year

8,426

27,508

35,934

 

At 30 June 2013

5,201

762,860

768,061

Charge for the year

16,104

35,475

51,579

 

At 30 June 2014

21,305

798,335

819,640

Net book value




At 1 July 2012

3,225

62,703

65,928

At 30 June 2013

18,833

58,207

77,040

At 30 June 2014

2,729

64,720

67,449

 

The gross carrying amount of fully depreciated property, plant and equipment still in use is £nil (2013: £nil) in relation to leasehold land and buildings and £735,908 (2013: £696,292) in relation to fixtures, fittings and equipment.

12 Non-current assets - Investments

Company

Shares in subsidiary


£

Cost


At 1 July 2012

3,306,981

Increase in respect of share based payments

12,039

Disposal of subsidiary

(86,500)

At 30 June 2013

3,232,520

Increase in respect of share based payments

14,889

At 30 June 2014

3,247,409

Provision


At 1 July 2012

2,780,713

Disposal of subsidiary

(86,500)

At 30 June 2013

2,694,213

At 30 June 2014

2,694,213

Net book value


At 1 July 2012

526,268

At 30 June 2013

538,307

At 30 June 2014

553,196

 

Holdings of more than 20%

The Company holds more than 20% of the share capital of the following companies:

Subsidiary undertakings

Country of

Shares held



registration




or incorporation

Class

%

Aeorema Limited (formerly Cheerful Scout Productions Limited)

England and Wales

Ordinary

100

Twentyfirst Limited

England and Wales

Ordinary

100

 

The principal activity of these undertakings for the last relevant financial year was as follows:

Company

Principal activity

Aeorema Limited (formerly Cheerful Scout Productions Limited)

Provision of business communication services

Twentyfirst Limited

Non-trading

 

13 Trade and other receivables


Group

Company


2014

2013

2014

2013


£

£

£

£

Trade receivables

1,401,432

526,982

-

-

Related party receivables

-

-

353,337

457,863

Other receivables

19,084

20,516

-

6,180

Prepayments and accrued income

55,405

59,059

4,536

4,419


1,475,921

606,557

357,873

468,462


All trade and other receivables are expected to be recovered within 12 months of the end of the reporting period. The fair value of trade and other receivables is the same as the carrying values shown above.

At the year end, trade receivables of £344,096 (2013: £262,488) were past due but not impaired. These relate to a number of customers for whom there is no significant change in credit quality and the amounts are still considered recoverable. The ageing of these trade receivables is as follows:


Group


2014

2013


£

£

Less than 90 days

317,802

239,164

More than 90 days

26,294

23,324


344,096

262,488

 

14 Cash and cash equivalents


Group

Company


2014

2013

2014

2013


£

£

£

£

Bank balances

1,620,895

1,581,790

734,628

782,780

Cash and cash equivalents

1,620,895

1,581,790

734,628

782,780






Cash and cash equivalents in the statement of cash flows

1,620,895

1,581,790

734,628

782,780

 

15 Trade and other payables


Group

Company


2014

2013

2014

2013


£

£

£

£

Trade payables

902,860

686,742

1,656

11,114

Related party payables

-

-

67,355

197,355

Taxes and social security costs

301,004

186,474

1,369

250

Other payables

43,842

160

-

-

Accruals and deferred income

341,301

267,001

19,350

73,362

 

All trade and other payables are expected to be settled within 12 months of the end of the reporting period. The fair value of trade and other payables is the same as the carrying values shown above.

16 Share capital


2014

2013


£

£

Authorised



28,000,000 Ordinary shares of 12.5p each

3,500,000

3,500,000







Allotted, called up and fully paid

Number 

Ordinary shares 



£

At 1 July 2012

8,037,500

1,004,688

At 30 June 2013

8,037,500

1,004,688

Issue of shares

600,000

75,000

At 30 June 2014

8,637,500

1,079,688

 

£19,500 share options were exercised just before the year end with the shares being issued on 2 July 2014.

See note 22 for details of share options outstanding.

17 Merger reserve


Merger reserve


£

At 1 July 2012

16,650

 

At 30 June 2013

16,650

 

At 30 June 2014

16,650

 

In accordance with section 612 of the Companies Act 2006, the premium on ordinary shares issued in relation to acquisitions is recorded as a merger reserve. The reserve is not distributable.

18 Other reserve


Subscriptions received reserve


£

At 1 July 2012

-

 

At 30 June 2013

-

Exercise of options

19,500

 

At 30 June 2014

19,500

 

On 16 June 2014 104,000 share options were exercised and fully paid for at 18.75p each. The shares were allotted on 2 July 2014. For the earnings per share note these shares are treated as issued on the exercise date. This reserve holds the funds at the year end. The reserve is not distributable.

19 Financial commitments

Total future minimum lease payments under non-cancellable operating lease rentals are payable as follows:

Group

Land and Buildings


2014

2013


£

£

Not later than one year

10,417

-

Later than one year and not later than five years

-

62,500

 

20 Directors' emoluments

The remuneration of Directors of the Company is set out below.


Salary or fees

Salary or fees

Pensions

Pensions

Total

Total


2014

2013

2014

2013

2014

2013


£

£

£

£

£

£

P Litten

65,000

50,000

59,834

52,483

124,834

102,483

G Fitzpatrick

52,885

50,000

59,834

52,483

112,719

102,483

M Hale

-

-

-

-

-

-

S Garbutta

3,000

1,500

-

-

3,000

1,500

R Owen

7,500

7,500

-

-

7,500

7,500

S Quah (appointed 15 April 2013)

133,000

25,296

-

-

133,000

25,296


261,385

134,296

119,668

104,966

381,053

239,262

 

 

 

 

 

 

 

 

 

The share options held by directors who served during the year are summarised below:

Name

Grant date

Number awarded

Exercise price

Earliest exercise price

Expiry date







S Quah

20 July 2010

300,000

12.50p

20 July 2013

19 July 2020

S Quah

25 April 2013

300,000

16.50p

25 April 2016

24 April 2023

 

G Fitzpatrick exercised 64,000 shares on 16 June 2014 at 18.75p each resulting in a gain of £31,200.

Fees for S Garbutta are charged by Harris & Trotter LLP, a firm in which he is a member. See note 23.

21 Employee information

The average monthly number of employees (including directors) employed by the Group during the year was:

Number of employees

2014

2013



As restated


Number

Number

 Administration and production

19

17

 

The aggregate payroll costs of these employees charged in the Statement of Comprehensive Income was as follows:

Employment costs

2014

2013


£

£

Wages and salaries

821,680

782,230

Social security costs

72,897

94,367

Pension costs

119,840

105,138

Share-based payments

14,889

19,815


1,029,306

1,001,550

 

22 Share-based payments

The Group operates an EMI Share option scheme for key employees. Options are granted to key employees at an exercise price equal to the market price of the Company's shares at the date of grant. Options are exercisable from the third anniversary of the date of grant and lapse if they remain unexercised at the tenth anniversary or upon cessation of employment. The following option arrangements exist over the Company's shares:

Date of grant

Exercise price

Exercise period

 

Number of options 2014

Number of options 2013



From

To



28 October 2004

18.75p

28 October 2007

27 October 2014

9,000

113,000

20 July 2010

12.5p

20 July 2013

19 July 2020

300,000

1,200,000

25 April 2013

16.5p

25 April 2016

24 April 2023

300,000

300,000





609,000

1,613,000

 

Details of the number of share options and the weighted average exercise price outstanding during the year are as follows:


Number of options

Weighted average exercise price

Number of options

Weighted average exercise price


2014

2014

2013

2013



£


£

Outstanding at beginning of the year

1,613,000

0.11

1,943,000

0.09

Lapsed during the year

(300,000)

(0.13)

(630,000)

(0.23)

Granted during the year

-

-

300,000

0.17

Exercised during the year

(704,000)

 

(0.13)



Outstanding at end of the year

609,000

0.15

1,613,000

0.11

Exercisable at the end of the year

309,000

0.13

113,000

0.19

 

The exercise price of options outstanding at the year-end ranged between £0.125 and £0.1875 (2013: £0.125 and £0.2325) and their weighted average contractual life was 7.7 years (2013: 7.7 years).

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value as 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. The estimated fair value of the options is measured using an option pricing model. The inputs into the model are as follows:

Grant date

28 October 2004

20 July 2010

9 March 2012

25 April 2013

Model used

Binomial

Black-Scholes

Black-Scholes

Black-Scholes

 

Share price at grant date

16.25p

 

8.75p

 

23.25p

 

16.5p

 

Exercise price

18.75p

8.75p

23.25p

16.5p

Contractual life

10 years

10 years

10 years

10 years

Risk free rate

6%

0.5%

0.5%

0.5%

Expected volatility

43%

100%

105%

104%

Expected dividend rate

0%

0%

0%

0%

Fair value option

5.9868p

7.779p

21.053p

14.889p

 

The expected volatility is determined by calculating the historical volatility of the company's share price over the last three years. The risk free rate is the office Bank of England base rate. The expected dividend rate is zero as the company has not paid dividends in the past.

The Group recognised the following charges in the Statement of Comprehensive Income in respect of its share-based payment plans:


2014

2013


£

£

Share-based payment charge

14,889

19,815

 

23 Related party transactions

The Group has a related party relationship with its subsidiaries and its directors. Details of transactions between the Company and its subsidiaries are as follows:


2014

2013


£

£

Management fees charged by subsidiaries to Aeorema Communications plc



Aeorema Limited (formerly Cheerful Scout Productions Limited)

-

102,483

Amounts owed by subsidiaries



Total amount owed by subsidiaries

353,337

457,863

Amounts owed to subsidiaries



Total amount owed to subsidiaries

67,355

197,355

 

The compensation of key management (including directors) of the Group is as follows:


2014

2013


£

£

Short-term employee benefits

297,687

119,176

Post-employment benefits

119,668

104,966

Share based payment expense

14,889

4,353


432,244

228,495

 

Aeorema Communications plc is a guarantor for a lease entered into by Aeorema Limited (formerly Cheerful Scout Productions Limited), its subsidiary undertaking.

Harris and Trotter LLP is a firm in which S Garbutta is a member. The amounts charged to the Group for professional services is as follows:

 Harris and Trotter LLP - charged during the year

2014

2013


£

£

Aeorema Communications plc

15,000

17,071

Aeorema Limited (formerly Cheerful Scout Productions Limited)

22,325

7,200

Twentyfirst Limited

-

7,200

ST16 Limited

-

1,600


37,325

33,071

 

24 Disposal of a subsidiary

On 7 December 2012 the Group disposed of its 100% subsidiary ST16 Limited, which carried out Viral Film operations.

 Consideration received

2014

2013


£

£

Consideration received in cash and cash equivalents

-

5


-

5

 

Analysis of assets and liabilities over which control was lost

2014

2013


£

£

Current assets



Cash and cash equivalents

-

16,426

Trade and other receivables

-

11,700




Non-current assets



Property, plant and equipment

-

4,289




Current liabilities



Trade and other payables

-

(86,431)




Net liabilities disposed of

-

(54,016)

 

 

Gain on disposal of subsidiary

2014

2013


£

£

Consideration received

-

5

Net liabilities disposed of

-

54,016


-

54,021

 

Net cash outflow on disposal of subsidiary

2014

2013


£

£

Consideration received in cash and cash equivalents

-

5

Less: Cash and cash equivalent balances disposed of

-

(16,426)


-

(16,421)

 

25 Cash flows


Group

 

Company

 


2014

2013

2014

2013


£

£

£

£

Cash flows from operating activities





Profit  after taxation

415,696

263,501

59,674

680,821

Tax expense recognised in Consolidated Statement of Comprehensive Income

89,145

79,087



Depreciation

51,579

35,934

-

-

Profit on disposal of property, plant and equipment

-

(44,875)

-

-

Profit on disposal of subsidiary

-

(54,021)



Share-based payment

14,889

19,815

-

7,776

Impairment of investment in subsidiaries

-

-

-

(20,000)

Dividends received by the Company

-

-

(130,000)

-

Finance income

(406)

(195)

(250)

(138)


570,903

299,246

(70,576)

668,459

Increase / (decrease) in trade and other payables

448,630

272,572

(192,351)

240,986

(Increase) / decrease in trade and other receivables

(869,364)

201,285

110,589

(416,201)

 

Changes in working capital due to disposal of subsidiary:

-     Trade and other receivables

-     Trade and other payables

 

-

-

 

(11,700)

86,431

 

-

 

 

-

 

 

Taxation paid

(43,418)

-

-

-

Cash generated / (used) from operating activities

106,751

847,834

(152,338)

493,244

 

26 Financial instruments

The Group is exposed to risks that arise from its use of financial instruments. There have been no significant changes in the Group's exposure to financial instrument risk, its objectives, policies and processes for managing those from previous periods. The principal financial instruments used by the Group, from which financial instrument risk arises, are trade receivables, cash and cash equivalents and trade and other payables.

Credit risk

Credit risk arises principally from the Group's trade receivables. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument. The maximum exposure to credit risk at 30 June 2014 was £1,401,432 (2013: £526,982). Trade receivables are managed by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. At the year end, the credit quality of trade receivables is considered to be satisfactory.

Liquidity risk

Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to meet its liabilities when they fall due. The Group monitors cash flow on a regular basis. At the year end, the Group has sufficient liquid resources to meets its obligations of £1,589,007 (2013: £1,140,377).

Market risk

Market risk arises from the Group's use of interest bearing financial instruments. It is the risk that the fair value of future cash flows of a financial instrument will fluctuate. At the year end, the cash and cash equivalents of the Group was £1,620,895 (2013: £1,581,790). The Group ensures that its cash deposits earn interest at a reasonable rate.

Capital risk

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern while maximising the return to stakeholders. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in the Group Statement of Changes in Equity. At the year end, total equity was £1,967,231 (2013: £1,501,116).

Fair value of financial assets

The Group's book value of the financial assets equates to their fair values.

27 Pension costs defined contribution

The Group makes pre-defined contributions to employees' personal pension plans. Contributions payable by the Group for the year were £119,840 (2013: £105,138). At the end of the reporting period £24,998 (2013: £17,948) of contributions were due in respect of the period. The amounts were paid subsequent to the end of the reporting period.

28 Dividends

On the 29 November 2013 an enhanced maiden dividend of 1.5 pence per share (total dividend £120,564) was paid to holders of fully paid ordinary shares.

In respect of the current year, the directors propose that a final dividend of 2 pence per share and a special dividend of 3 pence per share be paid to shareholders on 21 November 2014. The dividends are subject to approval by shareholders at the Annual General Meeting and have not been included as liabilities in these consolidated financial statements. The proposed dividends are payable to all shareholders on the Register of Members on 24 October 2014. The total estimated dividend to be paid is £437,525. The payment of this dividend will not have any tax consequences for the Group.

29 Control

There is no overall controlling party.

30 Notice of AGM

The Annual General Meeting of Aeorema Communications plc will be held at Moray House, 23-31 Great Titchfield Street, London W1W 7PA on 19 November 2014 at 10.30am.  A formal notice of AGM along with the Annual Report and Accounts for the year ended 30 June 2014 will be sent to shareholders and will be available on the Company's website www.aeorema.com in due course.   

 

 


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