Final Results

RNS Number : 9939Y
Dods (Group) PLC
23 May 2016
 

Dods (Group) PLC

YEAR END RESULTS (AUDITED)

 

Financial Highlights

·         Revenue of £19.6 million (2015: £18.3 million)

·         Gross profit margin at 38% (2015: 29%)

·         Adjusted EBITDA at £3.0 million (2015 £1.2 million) *

·         Cash generated from operations in the year was £3.5 million (2015 £1.4 million)

·         Net cash of £9.1 million at 31 March 2016 (at 31 March 2015: net cash of £5.9 million)

·         Reported profit before tax £1.1 million (2015: loss £5.0 million)

·         Adjusted EPS 0.66 pence (2015: 0.13 pence)

*EBITDA is calculated as earnings before interest, tax, depreciation, amortisation of intangible assets acquired through business combinations, share based payments and non-recurring items

 

Cheryl Jones, Chairman, commented:

"I am pleased to report Dods Group achieved a strong set of results for the fiscal year ending 31 March 2016. This was a pivotal year for Dods in the development and early execution of the Group's business plan."

 

Performance

During the year, Dods' revenue increased 7% to £19.6m. Gross margin for the Group increased to 38% compared to 29% in the prior year. The Group achieved adjusted EBITDA of £3.0m versus £1.2m in the comparative period.  Adjusted EPS for the fiscal year was 0.66p compared to 0.13p for the prior year.

 

The increase in adjusted EBITDA is a result of top line growth and restructuring initiatives. Initial efficiency plan results are reflected in the increase in gross margin. 

 

Cash generated from operations was £3.5m versus £1.4m in the prior fiscal year. Cash benefitted from improvements made in operational process, particularly the timeliness and operational flow of information from the sales and service functions into the back office. Additionally, cash benefitted from an improvement of debtor days from 42 days in the prior year to 37 days in the current year. The Group will continue its emphasis on both cash conversion and cash generation going forward as an essential component of the Dods' business model.

 

Progress

During the year, the events and training areas of the business were realigned to a more specialised, scalable operational structure.  Timely completion of this realignment was a significant priority to prepare the teams for the expected increase in demand for these services.

 

A go-to-market effectiveness review of the information and media areas was concluded. As a result, a client portfolio marketing approach was introduced to the business, augmenting the existing product sales method. This enhancement will further support the development of client-centric and sector specific service programs for our subscriber and subscriber led businesses in the coming fiscal year.

 

The service delivery infrastructure of our diverse portfolio of digital media products is being consolidated into a singular development and content management platform. This initiative is foundational to support a premium client experience and new content monetisation strategies. 

 

Certain initiatives planned for the information area of the business were not concluded. At the time of this report, the information business is being refocussed to allow expansion of our research and insight products, to further the development of client work flow solutions and to support retention programs. 

 

Dods' business model is reliant on digital platforms to provide a premium client experience and efficient workflow.   Leadership committed to pursuing International Organisation for Standardisation (ISO) certification and formalised an internal program during the fiscal year.  Specifically, ISO 27001:2013 defines best practice for an information security management system which is a set of policies concerned with the management of technology related risk.

 

In parallel to the Group's pursuit of ISO certification, Dods received Cyber Essentials PLUS certification in March 2016. Cyber Essentials is a government-backed, industry support scheme to help organisations protect themselves against cyber-attacks. Both of these certifications are important to assist in the protection of our clients and shareholders from related risks. Moreover, these certifications require a disciplined process approach and help institutionalise continuous improvement in service delivery and efficiency programmes.

 

Priorities

The Group competes within a dynamic marketplace and on a daily basis there are opportunities for both progression and distraction. In order to provide continued improvement in financial results and drive an appropriate return to our shareholders, the cornerstone of Company's business approach must be to remain vigilantly focussed on its stated priorities.

 

Moreover, Dods recognises that in this highly dynamic marketplace, it needs to align the organisation to a unified set of objectives which underpin a "Client for Life" philosophy. Accordingly, Dods' priorities have been set out as:

·      Choose the markets we wish to lead, and lead them

·      Recognise emerging market trends - look around the corner

·      Employ talented and skilled staff

·      Drive commercial sustainability through process integrity

·      Practice intelligent use of resources - think like owners

·      Achieve speed-to-market solutions

Outlook

The Board of Directors believes that by employing the aforementioned approach, the Company is well-positioned to achieve its financial objectives and marketplace goals in the coming year. As the financial performance of the Company improves, the Board of Directors will consider the payment of dividends in the future, taking into account the Company's available cash resources. The Board also believes that the Company's strengthening platform allows opportunities for acquisitive growth. Dods will closely monitor the market in order to identify the most attractive acquisition targets.

 

In March 2016, the Board announced that Martin Beck stepped down as a director with immediate effect and resigned as Chief Executive Officer. Guy Cleaver was promoted to the role of Chief Operating Officer, and assumed responsibility for all the Group's businesses with immediate effect. The Board plans to finalise the structure of the management team in the near term.  

 

On behalf of the Board, I would like to recognise the efforts of management and each of the associates of Dods Group, and thank them for their determination and spirit of excellence. While Dods is not yet the Company it intends to become, this was a pivotal year in building the foundation for continued development and future performance.

 

Strategic report

Our business

Dods is a specialist content, media services and events company delivering information and analysis across multiple platforms. We provide the key information and insights required by our global client base to understand, navigate and engage in the political and public policy environments across the United Kingdom and European Union.

Specifically, content and expert insight is provided through a range of full-service mediums including, live events, online engagement programmes, face-to-face training, digital, print, and bespoke research. The Dods Group portfolio of brands, products and services include:

Digital & Print Media

Dods' print, web and social media operations deliver unique news, comment and expert analysis, while providing channels for our customers to engage with senior decision-makers. Our brands are all market leaders in their fields and include The House, Total Politics, PoliticsHome, Civil Service World, Holyrood, Training Journal, Le Trombinoscope, and Parliament Magazine.

Events

Our media brands are leveraged by our event organisers, reflecting each title's mission, audience and authority. Our full array of engagement events include: exhibitions, summits and round tables that allow targeted engagement between customers and decision-makers; policy briefing events that explain recent developments to attendees and inform them of the likely impact on their organisations and sectors; training programmes for UK and international public servants designed to provide them the skills to formulate and deliver policy; and organise awards events to celebrate best practice and achievement.

Information & Insight Services

Dods is the market-leading brand for information monitoring, political and public sector insight services and bespoke research for institutions and stakeholders in the UK and EU. Dods also provides the most comprehensive and current source for contact and biographical data on political and public sector figures, both through online subscriptions and in print media format.

We ensure our customers are kept informed of pertinent policy developments and enable clients to use this data to track and communicate with decisions-makers across areas of strategic importance to their organisation. In addition, Dods provides in depth research, survey and polling services across our markets allowing customers to gain insight and gauge the attitudes of decision-makers. These insights feed into our clients' corporate, communications, and public affairs strategies.

 

 

Key financial information

 

Business review       

During fiscal year 2016, revenue increased to £19.6m, representing 7% growth over the prior year. Adjusted EBITDA was £3.0m versus £1.2m in the prior year.  Cash generated from operations was £3.5m compared to £1.4m in the prior year.

 

The improvement in adjusted EBITDA is a result of improved operational focus, restructuring initiatives, and the benefits derived from the initial stage of efficiency planning. The results of these programmes are also reflected in the year- over-year increase in gross profit margin to 38%.

 

Beginning in the first quarter of fiscal year 2016, the programme development and service delivery teams of the events and training areas were realigned to provide scalability and enable the company to capture the immediate market growth potential for these services. These efforts were successful and the events and training businesses increased revenues by 16% year over year.

 

The initiatives required for the information and media products were not completed in the fiscal year as envisaged. Therefore, subscriber base expansion and retention programs were delayed. Year-over-year revenue for these businesses were relatively flat with less than 2% growth.

 

At the time of writing of this document, the information business is being refocused to allow expansion of our research and insight products and further develop client work flow solutions. In addition, the service delivery infrastructure of our diverse portfolio of digital media products is being consolidated to a singular development and content management platform. These initiatives are paramount to support an enhanced user experience, future growth opportunities and new content monetisation strategies.

 

The business strategy today is reliant on digital platforms and delivery systems, requires an efficient infrastructure, and is dependent on technology-enabled workflows for subscribers and clients. Accordingly, leadership has committed to pursue International Organization for Standardization (ISO) certification. 

 

Specifically, ISO 27001:2013 defines best practice for an information security management system (ISMS) which is a set of policies concerned with the management of technology-related risk. The ISMS itself is a coherent and documented set of policies, processes and systems to manage risks to a company's information assets (hardware, software, confidential information), protecting them from illicit use, disclosure, distribution and/or theft resulting in loss to the organization.

 

In parallel to the Group's pursuit of ISO certification, Dods received Cyber Essentials PLUS certification in March 2016. Cyber Essentials is a government-backed, industry support scheme to help organizations protect themselves against cyber-attacks. From 1 October 2014, government requires all suppliers bidding for certain sensitive and personal information handling contracts to be certified against the Cyber Essentials scheme. Additionally, subcontractors must be equally compliant.

 

The Group is aligning all strategic objectives and initiatives to underpin our overarching "Client for Life" philosophy. Below are the primary pillars that support our priorities and guide the use of our resources.

 

·      One Company - Provide a unified, easy-to-understand and navigate client experience

·      Process Driven Infrastructure - Provide consistently reliable product and service by ensuring internal teams are functionally aligned and operating efficiently

·      Go-to-Market Effectiveness - Speed to market, product innovation, emerging trends

·      Content Monetisation -  Enhance client and user experience by offering modular product and service solutions and drive consumer awareness through the continual cross-promotion of product and service offerings

 

 

CONSOLIDATED INCOME STATEMENT                                                                                                                                

for the year ended 31 March 2016

                 

                                                                                 

 

Note

Year ended

Year ended

 

 

 

31 March 2016

31 March 2015

 

 

 

 

 

 

 

 

£'000

£'000

 

Continuing Operations

 

 

 

 

 

 

 

 

 

Revenue

3

19,620

18,301

 

 

 

 

 

 

Cost of sales

 

(12,172)

(13,104)

 

 

 

 

 

 

Gross profit

 

7,448

5,197

 

 

 

 

 

 

Administrative expenses:

 

 

 

 

Non-recurring items

4

(544)

(1,550)

 

Amortisation of intangible assets acquired through business combinations

5, 13

(629)

(1,904)

 

Impairment of intangible assets acquired through business combinations

5, 13

                              -

(1,668)

 

Other administrative expenses

5

(5,132)

(4,989)

 

Total administrative expenses

 

(6,305)

(10,111)

 

 

 

 

 

 

 

 

 

 

 

Operating profit/(loss)

 

1,143

(4,914)

 

 

 

 

 

 

Finance income

8

26

32

 

Financing costs

9

(47)

(89)

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) before tax

5

1,122

(4,971)

 

 

 

 

 

 

Income tax (charge)/credit

10

(36)

292

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) for the year attributable to equity holders of parent company

 

1,086

(4,679)

 

 

 

 

 

 

Profit/(loss) per share

 

 

 

 

Basic

11

0.32 p

(1.38) p

 

Diluted

11

0.32 p

(1.35) p

 

                                                                 

                                                                                                                                                                

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                                                                           

for the year ended 31 March 2016                                                                                                     

 

 

Year ended

Year ended

 

 

31 March 2016

31 March 2015

 

 

£'000

£'000

 

 

 

 

Profit/(loss) for the year

 

1,086

(4,679)

 

 

 

 

Items that will be subsequently reclassified to Profit and Loss

 

 

 

Exchange differences on translation of foreign operations

 

(2)

(62)

Other comprehensive income for the year

 

(2)

(62)

 

 

 

 

Total comprehensive income in the year attributable to equity holders of parent company

 

1,084

(4,741)

                                                                                                

                                                                                                                                                                                                   

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2016                                                                                                                                                          

 

 

 

2016

2015

 

Note

£'000

£'000

 

 

 

 

Goodwill

12

13,282

13,282

Intangible assets

13

9,260

10,058

Property, plant and equipment

14

186

308

Non-current assets

 

22,728

23,648

 

 

 

 

Inventories

16

41

74

Trade and other receivables

18

2,190

2,971

Cash at bank and in hand

18,25

9,083

5,908

Current assets

 

11,314

8,953

 

 

 

 

Income tax payable

 

                            (5)

(30)

Trade and other payables

 19

(7,469)

(7,168)

Current liabilities

 

(7,474)

(7,198)

 

 

 

 

Net current assets

 

3,840

1,755

 

 

 

 

Total assets less current liabilities

 

26,568

25,403

 

 

 

 

Deferred tax liability

21

(839)

(808)

Non-current liabilities

 

(839)

(808)

Net assets

 

25,729

24,595

 

 

 

 

Equity attributable to equity holders of parent

 

 

 

Issued capital

22 

17,083

17,078

Share premium

 

8,057

8,009

Other reserves

 

409

409

Retained profit/(deficit)

 

221

(882)

Share option reserve

 

27

47

Translation reserve

 

(68)

(66)

Total equity

 

25,729

24,595

 

The accompanying notes form an integral part of this consolidated statement of financial position.                   

 

These financial statements were approved by the Board of Directors and were signed on its behalf by:                           

 

 

Cheryl C. Jones                                                                                  

Chairman                                                                

 

 23 May 2016

                 

 

 

                                                                                                                 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                                                                                                                    

for the year ended 31 March 2016                                                                                                                                      

                                                                                                                                                                                                   

 

 

 

 

 

 

 

 

 

 

Share

capital

Share

premium

Merger

reserve

Retained

earnings

Translation

reserve

Share option reserve

Total shareholders'

Funds

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 31 March 2014

17,078

8,009

409

3,367

(4)

471

29,330

Total comprehensive loss

 

 

 

 

 

 

 

  Loss for the year

-

-

-

(4,679)

-

-

(4,679)

Other comprehensive loss

 

 

 

 

 

 

 

  Currency translation differences

-

-

-

-

(62)

-

(62)

  Lapsed option transfer

-

-

-

430

-

(430)

-

  Share based payment

-

-

-

-

-

6

6

At 31 March 2015

17,078

8,009

409

(882)

(66)

47

24,595

Total comprehensive loss

 

 

 

 

 

 

 

  Profit for the year

-

-

-

1,086

-

-

1,086

Other comprehensive loss

 

 

 

 

 

 

 

  Currency translation differences

-

-

-

-

(2)

-

(2)

Transactions with owners

 

 

 

 

 

 

 

  Exercise of share options

5

48

-

-

-

-

53

  Lapsed option transfer

-

-

-

17

-

(17)

-

  Share based payment

-

-

-

-

-

(3)

(3)

At 31 March 2016

17,083

8,057

409

221

(68)

27

25,729

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2016

 

Note

Year ended

31 March 2016

Year ended

31 March 2015

 

 

£'000

£'000

 

 

 

 

Profit/(loss) for the year

 

1,086

(4,679)

Depreciation of property, plant and equipment

 

230

228

Amortisation of intangible assets acquired through business combinations

13 

629

1,904

Amortisation of other intangible assets

13 

412

763

Accelerated amortisation of software intangibles

       4

-

578

Impairment of intangible assets acquired through business combinations

     13

-

1,668

Share based payments (credit)/charge

 

(3)

6

Net finance costs

 

21

57

Income tax charge/(credit)

 

36

(292)

Operating cash flows before movements in working capital

 

2,411

233

 

 

 

 

Change in inventories

 

33

50

Change in trade and other receivables

 

781

                   788

Change in trade and other payables

 

300

378

Cash generated by operations

 

3,525

1,449

 

 

 

 

Taxation paid

 

(30)

-

 

 

 

 

Net cash from operating activities

 

3,495

1,449

 

 

 

 

Cash flows from investing activities

 

 

 

Interest and similar income received

26

32

Acquisition to property, plant and equipment

 14

(108)

(73)

Additions to intangible assets

13

(244)

(638)

 

 

 

 

Net cash used in investing activities

 

(326)

(680)

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from issue of share capital

22

54

-

Interest and similar expenses paid

(47)

(89)

 

 

 

 

Net cash from/(used) in financing activities

 

7

(89)

 

 

 

 

Net increase in cash and cash equivalents in continuing operations

 

3,176

679

Opening cash and cash equivalents

 

5,908

5,291

Effect of exchange rate fluctuations on cash held

 

(1)

(62)

Closing cash and cash equivalents in continuing operations

24

9,083

5,908

 

 

 

 

                                                                  
 

Notes to the financial statements                                                    

31 March 2016                                                                                                                                                                                                                                                                                                         

1              Statement of Accounting Policies                                                                                                                                                                                                                                                     

Dods (Group) PLC is a Company incorporated in England and Wales.                                                 

                                               

The consolidated financial statements of Dods (Group) PLC have been prepared and approved by the directors in accordance with International Financial Reporting Standards as endorsed by the International Accounting Standards Board and as adopted by the EU ("adopted IFRS"). The Company has elected to prepare its parent company financial statements in accordance with FRS 102; these are presented after the notes to the consolidated financial statements.                                                                                                                              

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group").  The parent company financial statements present information about the Company as a separate entity and not about its group.                                                                                                                                                                                      

The accounting policies set out below, have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements.                                                                                                              

                                                                                                                                                                               

Judgements made by the directors in the application of these accounting policies that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 2.                                                                                                         

Standards adopted

 

There are no IFRS or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 April 2016  that have had a material impact on the group.                                                                                                                                   

 

Basis of preparation                                                                                                                                                            

 

The financial statements have been prepared in accordance with applicable accounting standards, and under the historical cost accounting rules, except for derivative financial instruments which are stated at their fair value, and non-current assets and disposal groups held for sale which are stated at the lower of previous carrying value and fair value less costs to sell.

 

The financial information does not constitute the Group's statutory accounts, but is derived from those accounts. This financial information has been agreed with the auditors for release. The consolidated financial information is prepared on the basis of the accounting policies states in the Group's Annual Report 2016. The accounting policies have been applied consistently to all periods presented in these consolidated financial statements.

 

 Going Concern                                                                                                                                                                    

 

The Group had net current assets as at 31 March 2016 of £3,840,000 (2015: £1,755,000). The Directors have considered the implications for Going Concern below.     

                                                                                                                 

The Board remains satisfied with the Group's funding and liquidity position.                                                                         

 

The Board remains mindful regarding the uncertainties inherent in the current economic conditions.  The Group's forecasts and projections, taking account of reasonable changes in trading performance given these uncertainties, show the Group operating within its current cash flow with significant headroom going forward.                                                                                                         

On the basis of these forecasts, and given the level of available cash, the Board has concluded that the going concern basis of preparation continues to be appropriate.                                         

 

Further information on the Group's business activities, together with factors likely to affect its future development, performance and position are set out in the Business and Financial review on pages 4 to 7, and in the Directors' Report on page 8.  In addition, note 17 sets out the Group's objectives, policies and processes for managing its capital, financial risks, financial instruments and hedging activities, and its exposures to credit and liquidity risk.                                                    

 

Basis of consolidation                                                                                                                                                         

 

Subsidiaries are entities controlled by the Group (parent company and its subsidiaries referred to as the "Group").  Control is achieved where the Group is exposed, or has rights to variable returns and has the ability to affect those returns. The results of subsidiaries acquired or sold are included in the consolidated financial statements from the date control commences to the date control ceases.  Where necessary, adjustments are made to the results of the acquired subsidiaries to align their accounting policies with those of the Group.  All intra-group transactions, balances, income and expenditure are eliminated on consolidation.                                                                                                                                                                                     

Business combinations                                                                                                                                                      

 

Business combinations are accounted for using the acquisition method at the acquisition date, which is the date on which control is transferred to the Group.  In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.                                                                                                                                                       

 

The Group measures goodwill as the fair value of the consideration transferred (including the fair value of any previously-held equity interest in the acquiree) and the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.  When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.                                                                                                     

 

The consideration transferred does not include amounts related to the settlement of pre-existing relationships.  Such amounts are generally recognised in profit or loss.                                                                            

 

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.  Costs relating to acquisitions are shown in non-recurring items.                                                                                                                                            

                                                                                                                                 

Any contingent consideration payable is recognised at fair value at the acquisition date.  If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity.  Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.                                                                                                                                     

 

Revenue recognition - sale of goods

                                                                                                                                                 

Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes, and provisions for returns and cancellations.      

 

Revenue on books or magazines provided for clients is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the amount of revenue can be measured reliably.                 

 

When books are sold on a sale or return basis, revenue is recognised on distribution less a provision for expected returns.

 

Revenue recognition - sale of services                                                                                                                                          

Revenue in respect of subscription-based services, including online services and licensing, is recognised on a straight line basis over the period of subscription or licence.  The unrecognised element is carried within creditors as deferred revenue. 

 

Revenue in respect of advertising services is recognised on publication.  Where publications are printed and distributed in more than one volume, the fair value of the revenue attributable to each volume is recognised as it is distributed.

                                                                                                                                                 

Where long term training is provided together with training materials, the fair value of the materials provided to delegates is recognised as revenue upon distribution.  The remaining revenue is recognised in stages as courses occur.                                   

 

When long term training programmes are designed on a client's behalf, revenue relating to the conception, set-up and design of the programme is recognised when the first event occurs.  Revenue in relation to the organisation and administration of the programme is recognised over the programme's life.                                                                                                                                                           

Revenue on all one-off events and conferences is recognised as they occur.  Cash received in advance and directly attributable costs relating to future events are deferred. Losses anticipated at the balance sheet date are provided in full.                                                                                                     

Revenue for recruitment services provided is recognised when an unconditional offer is accepted. Retainer revenue is recognised upon completion of the candidate's probationary period.  Interim revenue is recognised for the period in which the interim staff member works.                                                                                    

 

Leases                                                                                                                                                                   

 

When the Group enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a finance lease or similar hire purchase contract. All other leases are treated as operating leases.

 

Operating lease rentals are charged to the income statement on a straight line basis over the period of the lease.

 

Lease incentives are recognised in the income statement as an integrated part of the total lease expense.        

                                 

Post retirement benefits - defined contribution                                                                                                           

 

The Group contributes to independent defined contribution pension schemes. The assets of the schemes are held separately from those of the Group in independently administered funds. The amount charged to the profit and loss account represents the contributions payable to the schemes in respect of the accounting period.

 

 

Post retirement benefits - defined benefit

 

The Group's French subsidiary operated a defined benefit pension scheme which was open to all employees, who were entitled to a lump sum on retirement. . Following the disposal of the major part of the French business in June 2008, the scheme remains available to 5 remaining French employees of the Group.

 

                                                                                               

At the time of the transfer of the major part of the business, the liability was calculated by a qualified independent actuary to determine the net defined obligations.  The liability was less than €500.  The Directors consider this to be an immaterial amount and therefore have not given the disclosures required by IAS 19, "Employee Benefits".            

 

 

 

 

 

 

 

Share based payment

 

The Group operates a number of equity-settled, share-based compensation plans.  The fair value of the employee services received in exchange for the grant of the options is recognised as an expense with a corresponding increase in equity.  The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, but excluding the impact of any non-market related vesting conditions.  Non-market related vesting conditions are included in assumptions about the number of options that are expected to vest.  At each balance sheet date, the Group revises its estimates of the number of options that are expected to vest.  It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

 

Deferred tax is recognised where it is probable that tax relief will be available on the difference between exercise price and market price at the balance sheet date.

 

Non-recurring items

 

Non-recurring items are items which in management's judgement need to be disclosed by virtue of their size, incidence or nature. Such items are included within the income statement caption to which they relate and are separately disclosed either in the notes to the consolidated financial statements or on the face of the consolidated income statement.            

 

Non-recurring items are not in accordance with any specific IFRS definition and therefore may be different to other companies' definition of "non-recurring items".                                                                      

 

Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

                 

Current tax is based on taxable profit for the year and any adjustment to tax payable in respect of previous years. Taxable profit differs from net profit as reported in the 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 assets and liabilities for current tax are calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is 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 profit will be available against which 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 that affects neither the tax nor the accounting profit other than in a business combination.

 

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.                                                                                 

 

The carrying amount of the deferred tax asset 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 is calculated at the tax rates enacted or that are expected to apply (substantively enacted) at the balance sheet dated when the liability is settled or the asset is realised.  Deferred tax is charged or credited to the 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 set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority or the Group intends to settle its current tax assets and liabilities on a net basis.       

 

 

Goodwill

 

Goodwill represents the difference between the cost of acquisition of a business and the fair value of identifiable assets, liabilities and contingent liabilities acquired.  Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.  Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is tested annually for impairment. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.

 

 

 

Intangible assets

 

Intangible assets acquired by the Group are stated at cost less accumulated amortisation and impairment losses, if any.  Intangible assets are amortised on a straight-line basis over their useful lives in accordance with IAS 38 "Intangible Assets".  Assets are not revalued.  The amortisation period and method are reviewed at each financial year end and are changed in accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" if this is considered necessary.  The estimated useful lives are as follows:                                                                                                                                                                             

 

Publishing rights                                      10-75 years (one specific right is deemed to have a UEL of 75 years)                                                                   

 

                                Brand names                                           15-20 years                                                                             

 

                                Customer relationships                           1-8 years                                                                                                                                                                                  

                                Customer lists                                         4 years                                                                                     

 

                                Order books                                            1 year                                                                                       

 

                                Other assets                                           1 year                                                                                       

 

Software which is not integral to a related item of hardware is included in intangible assets and amortised over its estimated useful lives of between 3-6 years.  The salaries of staff employed in the development of new software relating to our information services products, and salaries of staff employed in building our digital platform architecture within the Group are capitalised into software

 

.                                                                                                                                                                

 Impairment                                                                                                                                                                           

 

The carrying amounts of the Group's intangible assets are reviewed at each reporting date to determine whether there is any indication of impairment.  If any such indication exists, then the asset's recoverable amount is estimated.  For goodwill the recoverable amount is estimated each year at each balance sheet date.               

 

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.  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.              

 

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").  The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.               

 

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.  Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

 

An impairment loss in respect of goodwill is not reversed.  In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

 

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 

Property, plant and equipment

 

Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses, if any.    

 

Depreciation is provided to write off the cost less estimated residual value of property, plant and equipment by equal instalments over their estimated useful economic lives as follows:                                                                                      

 

                                Leasehold improvements                        Over the shorter of the life of the asset or lease period                                                                                                                                          

                                Equipment, fixtures and fittings               5 years   

 

                                IT Equipment                                            3 years

 

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.                     

 

 

 

 

 

 

 

Inventories, work in progress and long term contracts           

 

Inventories are stated at the lower of cost and net realisable value.  Work in progress consists of internal and third party editorial and production costs prior to print, which are capitalised for new publications and substantial updates of continuing publications.  Work in progress is valued at the lower of cost and net realisable value being the recoverable amount based on anticipated forward sales from the first print run.  Inventories are expensed through cost of sales.

 

Cash

                 

Cash includes cash on hand and in banks.  Cash in banks earn interest at the respective bank deposit rates.

 

Provisions

 

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.  If the effect is material, provisions are determined by discounting the expected future cash flows at a pre tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

 

Financial liabilities and equity instruments

 

Financial assets and financial transactions are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities, and includes no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group, and, where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.                                                                                

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 

Derivative financial instruments

 

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Group uses foreign exchange forward contracts to hedge these exposures.  The Group does not apply hedge accounting.  The Group does not use derivative financial instruments for speculative purposes.

                                                                                                                                                 

                                                                                                                                                 

Foreign currencies                                                                                                                                                                                                              

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 presentation currency of the Group.

 

 

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.  At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. 

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated but remain at the exchange rate at the date of the transaction.                                                                                        

 

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period.  Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the income statement for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity.  For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.                                                                                                                                     

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 average exchange rates for the period ended on the balance sheet date. Exchange rate differences arising, if any, are recognised directly in equity in the Group's translation reserve.  Such translation differences are recognised as income or as expense in the income statement in the period in which the operation is disposed of.

 

 

 

 

 

 

 

 

 

2              Accounting estimates, judgements and adopted IFRS not yet effective                                                  

 

The key assumptions concerning the future and other key sources of estimation and judgements at the balance sheet date that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

                                                                                                 

 a) Capitalisation of internal costs and assessment of their future recoverability                                                                                                                                                

Management has capitalised costs incurred in relation to the development of internally generated intangible assets.  The main area where costs have been capitalised has been summarised below:                                                                                                                                                

i)              Development of software       

 

The salaries of staff employed in the development of new software within the Group have been capitalised into software, within other intangible assets.  These development costs are then expensed over the estimated useful life of the software, being 3-6 years.                                                                                                                                                                                                                                                                     

Management estimate the extent to which internally generated intangibles will be recovered by assessing future earnings. This is based on past revenue performance and the likelihood of future releases. Future sales performance varies from such assessments and changes to provisions against specific publications may be necessary.                                  

                                                                                                 

 b) Intangible assets                                                                                                                                                                                                                                             

When the Group makes an acquisition, management review the business and assets acquired to determine whether any intangible assets should be recognised separately from goodwill.  If such an asset is identified, it is valued by discounting the probable future cash flows expected to be generated by the asset over the estimated life of the asset.  Where there is uncertainty over the amount of economic benefit and the useful life, this is factored into the calculation.  Judgements and estimations are also used by the Directors for the value in use calculation for impairment purposes of goodwill and other intangible assets.  Details of goodwill and intangible assets are given in notes 12 and 13.

                                                                                                                                 

c) Recoverability of trade receivables                                                                                                                             

 

Trade receivables are reflected net of estimated provisions for doubtful accounts.  This provision is based on the ageing of receivable balances and historical experience. Details of trade receivables are given in note 17.              

 

d) Deferred tax      

 

Deferred tax assets and liabilities require management 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 given to the timing and level of future taxable income. Details of deferred tax are given in note 21.

 

Details of judgements and estimates in relation to the impairment of goodwill are given in note 12.                       

 

Adopted IFRS not yet applied                                                                                                                                             

 

A number of new standards, amendments to standards and interpretations are in issue but not yet effective for annual periods beginning on 1 April 2016  and have not been applied in preparing these consolidated financial statements.  None of these are expected to have a significant effect on the consolidated financial statements of the Group.

                                                                                 

The Group continues to monitor the potential impact of other new standards and interpretations which may be endorsed by the European Union and require adoption by the Group in future accounting periods.                              

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3              Segmental information                                                                                                                                       

 

Business segments                                                                                                                                                             

 

The Group considers that it has one operating business segment, being the provision of key information and insights into the political and public policy environments around the UK and European Union.                                                                                                                                                 

The Group's principal activity is the curation and aggregation of high quality information and data and the provision of services through a combination of online information and digital services, training courses, conferences and events publications, and other media. The Group operates primarily in the UK, Belgium and France and has market-leading positions in much of its portfolio. These products and services can be paired and bundled to provide comprehensive solutions.        

 

No client accounted for more than 10% of total revenue.

                                                                                                                  

                                                   

                                                                                                                                                                                                   

 Geographical segments                                                                                                                                                                                                                                     

The following table provides an analysis of the Group's performance and assets by geographical market.  Segment revenue is based on the geographical location of customers and segment assets on the basis of location of assets.

 

                                                                                                                                                                 

 

Revenue by geographical market

Carrying amount of segment assets

Additions to property, plant and equipment and intangible assets

 

Year ended 31 Mar 2016

Year ended 31 Mar 2015

Year ended 31 Mar 2016

Year ended 31 Mar 2015

Year ended 31 Mar 2016

Year ended 31 Mar 2015

 

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

UK

15,376

14,109

33,531

32,076

352

711

Continental Europe and rest of world

4,244

4,192

511

525

-

-

Continuing operations

19,620

18,301

34,042

32,601

352

711

     

                                                                                                                                                                    

4    Non-recurring items

 

 

 

Year ended 31 Mar 2016

Year ended 31 Mar 2015

 

 

£'000

£'000

 

 

 

 

Accelerated amortisation of software intangibles

 

-

578

Payments in lieu of notice, compensation for loss of office and associated legal fees

 

218

386

Redundancy and people related costs

 

300

246

Strategic consultancy

 

-

83

Office relocation

 

26

-

Closure of Cambridgeshire Office

 

-

46

Impairment of Debtor Balances

 

-

211

 

 

544

1,550

 

 

Payments in lieu of notice, compensation for loss of office and associated legal fees in respect of a former Chief Executive Officer.

 

Redundancy and people related costs represent the effect of a Group initiative to appropriately restructure the business and reduce costs. 

 

                 

 

 

 

 

 

 

 

 

 

 

 

 

 

5              Profit / (loss) before tax

                                                                 

Profit / (loss) before tax has been arrived at after charging:

 

Year ended 31 Mar 2016

Year ended 31 Mar 2015

 

 

£'000

£'000

 

 

 

 

Impairment of intangible assets

 

-

1,668

Depreciation of property, plant and equipment

 

230

228

Amortisation of intangible assets acquired through business combinations

 

629

1,904

Amortisation of other intangible assets

 

412

763

Staff costs (see note 7)

 

8,493

9,231

Non-recurring items (see note 4)

 

544

1,550

Operating lease charge

 

320

398

 

 

 

 

Auditors' remuneration

 

 

 

 

 

 

 

Fees payable to the Company's auditor for the audit of the Company's annual accounts

 

15

15

Fees payable to the Company's auditor and its associates for other services:

 

 

 

The audit of the Company's subsidiaries, pursuant to legislation

 

55

59

 

 

70

74

 

                                                                                                                                                                                  

6    Directors' remuneration

 

The remuneration of the directors of the Company for the year ended 31 March 2016 is set out below:

 

 

Salaries

Fees

Benefits

Pension contributions

Compensation for loss of office

Year ended 31 Mar 2016

Year ended 31 Mar 2015

 

£

£

£

£

£

£

£

 

 

 

 

 

 

 

 

Executive directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M Beck

164,878

-

1,685

365

197,676

364,604

177,799

(resigned 31st March 2016)

                      

 

 

 

 

 

 

 

K Sadler

-

-

-

-

-

-

480,394

(resigned 25th  September 2014)

 

 

 

 

 

 

 

 

 

Non-executive directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Lord Adonis

-

30,000

-

-

-

30,000

25,000

Sir William Wells

-

40,833

-

-

-

40,833

25,000

C Jones(1)

-

25,000

-

-

-

25,000

21,410

M Higgins

-

-

-

-

-

-

58,872

(appointed 4th April 2014, resigned 25 September 2014)

 

 

 

 

 

 

 

H Marsh

-

-

-

-

-

-

15,833

(resigned 19th November 2014)

 

 

 

 

 

 

 

A Wilson

-

-

-

-

-

-

1,667

 

 

 

 

 

 

 

 

Total

164,878

95,833

1,685

365

197,676

460,437

805,975

                 

 

 

1.  Strategic consultancy services were provided to the Group to the value of £162,500. See related parties note 26.

 

 

Directors' interests

The current Directors and their interests in the share capital of the Company at 31 March 2016 are disclosed within the Directors' Report.

 

 

 

Key management compensation

The compensation for key management is wholly short term employee benefit. 

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£

£

 

 

 

 

Remuneration of senior management

 

404,957

298,192

 

 

 

 

7              Staff costs

 

The average number of persons employed by the Group (including executive directors) during the year within each category was:

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

 

 

Editorial and production staff

 

96

91

Sales and marketing staff

 

57

119

Managerial and administration staff

 

57

58

 

 

210

268

 

 

The aggregate payroll costs in respect of these employees (including executive directors) were:

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

 

 

 

 

Wages and salaries

 

7,583

8,094

Social security costs

 

868

1,091

Pension and other costs

 

45

40

Share based payment charge/(credit)

 

(3)

6

 

 

8,493

9,231

 

 

 

8              Finance income

                                                 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

 

 

 

 

Bank interest receivable

 

26

32

 

 

 

9              Financing costs

                                                 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

 

 

 

 

On bank loans and overdrafts

 

-

8

Net exchange losses

 

47

81

 

 

47

89

 

 

 

 

 

10            Taxation

                                                                                                                 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

Current tax

 

 

 

Current tax on income for the year at 20% (2015: 20%)

 

5

-

 

 

 

 

Overseas tax

 

 

 

Current tax expense on income for the year at 20% (2015: 20%)

 

-

-

Total current tax expense

 

5

-

 

 

 

 

Deferred tax (see note 21)

 

 

 

Origination and reversal of temporary differences

 

68

(171)

Effect of change in tax rate

 

(37)

(121)

Total deferred tax charge/(income)

 

31

(292)

 

 

 

 

Total income tax charge/(credit)

 

36

(292)

 

                                                                                                                               

 

The tax charge for the period differs from the standard rate of corporation tax in the UK of 20% (2015: 20%).

 

The differences are explained below:

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

Income tax reconciliation

 

 

 

Profit/(loss) before tax

 

1,122

(4,971)

 

 

 

 

Notional tax charge at standard rate of 20% (2015: 20%)

 

224

(1,044)

 

 

 

 

Effects of:

 

 

 

 

 

 

 

Expenses not deductible for tax purposes

 

9

6

Accelerated capital allowances and temporary differences

 

(74)

575

 

 

 

 

Difference between UK and French tax rates

 

-

187

Other

 

-

(16)

Utilisation of tax losses and tax credits

 

(123)

-

Total income tax charge/(credit)

 

36

(292)

 

 

 

 

 

11            Earnings per share

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

 

 

 

 

Profit/(loss) attributable to shareholders

 

1,086

(4,679)

Add: non-trading items net of tax

 

544

1,550

Add: amortisation of intangible assets acquired through business combinations

 

629

1,904

Add: Impairment of intangible assets acquired through business combinations

 

-

1,668

(Deduct)/Add: share based payment (credit)/charge

 

(3)

6

Adjusted profit attributable to shareholders post tax

 

2,256

449

 

 

 

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

Ordinary shares

Weighted average number of shares

 

 

 

In issue during the year - basic

 

340,305,953

339,770,953

Adjustment for share options

 

1,785,000

5,620,000

In issue during the year - diluted

 

342,090,953

345,390,953

 

 

 

Earnings per share

 

 

 

Basic

 

0.32 p

(1.38) p

Diluted

 

0.32 p

(1.35) p

 

 

 

 

Adjusted Earnings per share

 

 

 

Basic

 

0.66 p

0.13 p

Diluted

 

0.66 p

0.13 p

 

 

 

 

 

 

 

12            Goodwill

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

Cost and Net book value

 

£'000

£'000

 

 

 

 

Opening balance

 

13,282

13,282

Closing balance

 

13,282

13,282

 

 

Goodwill acquired in a business combination is allocated at acquisition to the cash-generating units (CGUs) that are expected to benefit from that                business combination.  The carrying amount of goodwill has been allocated as follows:

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

 

 

 

 

Dods

 

13,282

13,282

 

 

13,282

13,282

 

 

Goodwill is not amortised but tested annually for impairment with the recoverable amount being determined from value in use calculations.  The key assumptions for the value in use calculations are those regarding the discount rate, growth rates and forecasts of income and costs.

 

The Group assessed whether the carrying value of goodwill was supported by the discounted cash flow forecasts of the Group based on financial forecasts approved by management covering a five year period, taking in to account both past performance and expectations for future market developments.  Management has used a five year model using an underlying growth rate of 5%. Management estimates the discount rate using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to media businesses.

 

The impairment charge was £nil (2015: £nil).

 

 

CGU

 

The recoverable amount of the CGU is determined from value in use calculations.

 

Value in use was determined by discounting future cash flows generated from the continuing use of the titles and was based on the following most sensitive assumptions:

 

-               cash flows for 2016/17 were projected based on the budget for 2016/17

-               cash flows for years ending 31 March 2018 to 2021 were prepared using underlying growth rates at an average of 5%, based on management's view on likely trading and likely growth;

-               this assumption is based upon both assumed increases in revenue from yield improvements and expansion of markets and also strict cost control;

-               cash flows beyond 2021 are extrapolated using 2% growth rate;

-               cash flows were discounted using the CGU's pre-tax discount rate of 10.2%.

 

Based on the above sensitivity assumptions the calculations disclosed significant headroom against the carrying value of goodwill for the CGU. The Directors carried out a number of sensitivity scenarios on the data. In the Directors view there is not any key assumption that the Directors based their determination upon that would cause the CGU's carrying amount to exceed its recoverable amount.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13            Intangible assets

 

 

 

Assets acquired through business combinations

Software

Total

 

 

£'000

£'000

£'000

Cost

 

 

 

 

At 31 March 2014

 

24,215

3,176

27,391

Additions - externally purchased

 

-

142

142

Additions - internally generated

 

-

496

496

At 31 March 2015

 

24,215

3,814

28,029

Additions - internally generated

 

-

244

244

At 31 March 2016

 

24,215

4,058

28,273

 

 

 

 

 

Amortisation

 

 

 

 

At 31 March 2014

 

12,166

893

13,059

Charged in year

 

1,904

763

2,667

Non-recurring accelerated amortisation

 

1,668

578

2,246

Exchange adjustment

 

-

(1)

(1)

At 31 March 2015

 

15,738

2,233

17,971

Charged in year

 

629

412

1,041

At 31 March 2016

 

16,367

2,646

19,013

 

 

 

 

 

Net book value

 

 

 

 

At 31 March 2014

 

12,049

2,283

14,332

 

 

 

 

 

At 31 March 2015

 

8,477

1,581

10,058

 

 

 

 

 

At 31 March 2016

 

7,848

1,412

9,260

 

 

 

 

 

 

 

 

Assets acquired through business combinations

 

 

Publishing rights

Brand names

Customer relationships

Customer lists

Other

assets

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

At 31 March 2014

19,193

1,277

2,951

640

154

24,215

At 31 March 2015

19,193

1,277

2,951

640

154

24,215

At 31 March 2016

19,193

1,277

2,951

640

154

 24,215

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

At 31 March 2014

7,916

672

2,784

640

154

12,166

Charged in year

1,788

64

52

-

-

1,904

Non-recurring accelerated amortisation

1,127

541

-

-

-

1,668

At 31 March 2015

10,831

1,277

2,836

640

154

15,738

Charged in year

577

-

52

-

-

629

At 31 March 2016

11,408

1,277

2,888

640

154

16,367

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

At 31 March 2014

11,277

605

167

-

-

12,049

 

 

 

 

 

 

 

At 31 March 2015

8,362

-

115

-

-

8,477

 

 

 

 

 

 

 

At 31 March 2016

7,785

-

63

-

-

7,848

 

 

 

 

 

No intangible assets have an indefinite useful economic life.

                                                                                 

Included within intangible assets are internally generated assets with a net book value of £1,405,000 (2015: £1,490,000).

 

 

 

14            Property, plant and equipment

 

 

 

Leasehold improvements

Equipment and motor vehicles

Total

 

 

£'000

£'000

£'000

Cost

 

 

 

 

At 31 March 2014

 

567

663

1,230

Additions

 

-

73

73

Disposals

 

-

(154)

(154)

At 31 March 2015

 

567

582

1,149

Additions

 

75

33

108

Disposals

 

-

-

-

At 31 March 2016

 

642

615

1,257

 

 

 

 

 

Depreciation

 

 

 

 

At 31 March 2014

 

320

439

759

Charge for the year

 

94

134

228

Disposals

 

-

(144)

(144)

At 31 March 2015

 

412

429

841

Charge for the year

 

130

100

230

Disposals

 

-

-

-

At 31 March 2016

 

542

529

1,071

 

 

 

 

 

Net book value

 

 

 

 

At 31 March 2014

 

247

224

471

 

 

 

 

 

At 31 March 2015

 

155

153

308

 

 

 

 

 

At 31 March 2016

 

100

86

186

 

The Group did not have any assets recognised from obligations under finance leases in either the current or prior year.

 

 

 15           Subsidiaries

 

The results of each of the following principal subsidiary undertakings have been included in the Group accounts as at 31 March 2016 and 2015:

 

Company

 

Activity

% Holding

Country of registration

 

 

 

 

 

Vacher Dod Publishing Limited

 

Dormant

100

England and Wales

Training Journal Limited

 

Holding company

100

England and Wales

Fenman Limited (i)

 

Publishing

100

England and Wales

Dods Parliamentary Communications Limited

 

Publishing

100

England and Wales

Monitoring Services Limited (ii)

 

Dormant

100

England and Wales

Political Wizard Limited (ii)

 

Dormant

100

England and Wales

Le Trombinoscope SAS

 

Publishing

100

France

Total Politics Limited

 

Publishing

100

England and Wales

Holyrood Communications Limited

 

Publishing

100

Scotland

               

 

All subsidiaries are owned directly except as noted below.

 

 

(i)             The Company directly owns 50% of the issued share capital of Fenman Limited with the residual 50% being owned by Training Journal Limited, of which the company owns 100%.  The Company therefore controls the entire issued share capital of Fenman Limited.

 

(ii)            Dods Parliamentary Communications Limited owns 75% of the issued share capital of Political Wizard Limited with the residual 25% being owned by Monitoring Services Limited, of which Dods Parliamentary Communications Limited owns 100%.  The Company owns 100% of the issued share capital of Dods Parliamentary Communications Limited and therefore controls the entire issued share capital of Political Wizard Limited.           

 

 

 

 

 

 

 

 

16            Inventories

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

 

 

 

 

Finished goods

 

41

74

 

 

41

74

 

 

 

17            Financial instruments

 

 

Summary of financial assets and liabilities by category                                                                                 

The carrying amount of financial assets and liabilities recognised at the balance sheet date of the reporting periods under review may also be categorised as follows:                                                                                                                                                                

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

Financial assets

 

 

 

Trade and other receivables

 

1,453

2,501

Cash and cash equivalents

 

9,083

5,908

 

 

10,536

8,409

 

 

 

 

Non-financial instruments

 

 

 

Financial Liabilities:

 

 

 

Current:

 

 

 

Financial liabilities measured at amortised cost

 

 

 

Trade and other payables

 

(5,819)

(5,719)

 

 

(5,819)

(5,719)

 

 

 

 

Net financial assets and liabilities

 

4,717

2,690

 

 

 

 

Plant, property and equipment

 

188

308

Goodwill

 

13,282

13,282

Other intangible assets

 

9,260

10,058

Prepayments

 

737

470

Inventories

 

41

74

Taxation payable

 

(1,655)

(1,479)

Provisions for deferred tax

 

(839)

(808)

 

 

21,012

21,905

 

 

 

 

Total equity

 

25,729

24,595

 

 

The Group has exposure to several forms of risk through its use of financial instruments.  Details of these risks and the Group's policies for managing these risks are included below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit risk                                                                                                                                                                             

 

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.  The Group's principal financial assets are trade and other receivables, and cash.

 

The Group's credit risk is primarily attributable to its trade receivables and cash.  The amounts presented in the balance sheet are net of allowances for doubtful receivables.  The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

 

At 31 March 2016, £463,000 of the Group's trade receivables were exposed to risk in countries other than the United Kingdom (2015: £616,000).

 

 

 

 

 

 

 

Gross

Provided

Gross

Provided

 

Year ended

31 Mar 2016

Year ended

31 Mar 2016

Year ended

31 Mar 2015

Year ended

31 Mar 2015

 

£'000

£'000

£'000

£'000

The ageing of trade receivables at the reporting date was:

 

 

 

 

 

 

 

 

 

Overdue by less than 3 months

1,616

175

2,650

157

Overdue by greater than 3 months

45

45

92

92

 

1,661

220

2,742

249

 

 

Provisions against trade receivables are based on an ageing analysis of overdue receivables and any other indications which suggest an impairment as estimated by management.

 

 

The movement in allowance for doubtful accounts in respect of trade receivables during the year was as follows:

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

£'000

£'000

 

 

 

 

Balance at 1 January

 

249

58

Legacy debtor provision

 

-

211

Movement

 

(29)

(20)

Balance at 31 March

 

220

249

 

Liquidity risk

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. 

 

The contractual cash flow of each financial liability is materially the same as their carrying amount. 

 

Currency risk

 

The Group is exposed to currency risk on transactions denominated in Euros.

 

The Group, currently, has foreign exchange forward contracts hedging 35% of the Group's anticipated foreign exchange cashflows for next year in place. A maximum of 75% of the Group's profits or cash flows can be hedged under the Group's treasury policy.

 

Share capital                                                                                                                                                                          

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.  For further details of share capital see note 22.

 

Sensitivity analysis

 

In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group's earnings.  Over the longer-term, however, permanent changes in foreign exchange and interest rates would have an impact on consolidated earnings.

 

At 31 March 2016, it is estimated that a general increase of one percentage point in interest rates would have decreased the Group's profit/(loss) before tax by approximately £nil (2015: £nil).

 

It is estimated that a general increase of one percentage point in the value of the Euro against Sterling would have increased the Group's profit/(loss) before tax by approximately £14,000 (2015: £24,000).

 

 

Fair values

 

The directors consider that the fair value of financial instruments is materially the same as their carrying amounts.

 

 

 

Capital management

 

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Group's capital management objectives are to ensure the Group's ability to continue as a going concern and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. 

 

 

 

 

 

18            Other financial assets

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

Trade and other receivables

 

£'000

£'000

 

 

 

 

Trade receivables

 

1,441

2,493

Other receivables

 

12

8

Prepayments and accrued income

 

737

470

 

 

2,190

2,971

 

Trade and other receivables denominated in currencies other than Sterling comprise £354,000 (2015: £582,000) predominately denominated in Euros.

 

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

Cash and cash equivalents

 

£'000

£'000

 

 

 

 

Cash and cash equivalents

 

9,083

5,908

 

Cash includes £278,000 (2015: £895,000) denominated in Euros.

 

 

 

 

19            Current liabilities

                                 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

Trade and other payables

 

£'000

£'000

 

 

 

 

Trade creditors

 

683

902

Other creditors including tax and social security

 

1,650

1,449

Accruals and deferred income

 

5,136

4,817

 

 

7,469

7,168

                                                                                                                                 

Trade creditors and accruals comprise amounts outstanding for trade purchases and ongoing costs.  The average credit period taken for trade purchases is 23 days (2015: 16 days).

 

Current liabilities denominated in currencies other than Sterling comprise £18,000 (2015: £1,000) denominated in Euros.

 

 

20            Interest bearing loans and borrowings

 

The Group has no borrowings.

 

In connection with the Group's banking facilities with the Bank of Scotland, the Company and its UK subsidiary undertakings have entered into a cross guarantee, which gives a fixed and floating charge over the assets of the UK trading companies of the Group.                                                                                                                                                                                                                                 

 

 

 

 

 

 

 

 

 

                                                                                                                 

21            Deferred tax liability                                                                                                                                                           

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

                                                                                                                                                                                                 

 

 

Liabilities

 

 

Assets

 

 

 

Intangible assets

Other

Timing

Differences

Accelerated capital allowances

 

Tax losses

Employee benefits

Total

 

 

£'000

£'000

£'000

 

£'000

£'000

£'000

At 31 March 2014

 

1,387

-

(49)

 

(238)

-

1,100

Effect of change in tax rate

 

(121)

-

-

 

-

-

(121)

Charge to income

 

(203)

151

(142)

 

23

-

(171)

At 31 March 2015

 

1,063

151

(191)

 

(215)

-

808

Effect of change in tax rate

 

(51)

14

-

 

-

-

(37)

Charge to income

 

(47)

48

42

 

25

-

68

At 31 March 2016

 

965

213

(149)

 

(190)

  -

839

 

Deferred tax assets and liabilities have been offset in both the current and preceding year as the current tax assets and liabilities can be legally offset against each other, and they relate to taxes levied by the same taxation authority or the Group intends to settle its current tax assets and liabilities on a net basis.

 

At the balance sheet date, the Group has unused tax losses of £7,083,000  (2015: £7,391,000) available for offset against future profits.  A deferred tax asset of £190,000 (2015: £215,000) has been recognised in respect of such losses.

 

 

 

22            Called-up share capital

 

 

  

9p deferred shares

1p ordinary shares

 

 

 

Number

Number

 

£'000

 

 

 

 

 

Issued share capital at 31 March 2015

151,998,453

339,770,953

 

17,078

Exercise of share options

-

535,000

 

5

At 31 March 2016

151,998,453

340,305,953

 

17,083

 

At an extraordinary meeting of shareholders on 7 February 2012 members adopted a new set of Articles of Association and also a capital reorganisation.

 

The Articles of Association have taken advantage of the Companies Act 2006 in which there is no need to have an authorised share capital and therefore nothing is disclosed.

 

The capital reorganisation took place on the same date and split the issued share capital into two.  Deferred shares, holders of which do not have the right to receive notice of any general meeting of the Company or any right to attend, speak or vote at such meeting.  The deferred shareholders are not entitled to receive any dividend or other distribution and shall on a return of assets in a winding up of the Company entitle the holders only to the repayment of 1pence in aggregate.  The deferred shares are also incapable of transfer and no share certificate will be issued.

 

During the year the Company issued 535,000 Ordinary Shares on the exercise of employee share options for cash consideration of £53,500 of which £5,350 was credited to share capital and £48,150 to share premium

 

 

 

 

23            Operating lease arrangements

 

Total commitments under non-cancellable leases are as follows:

 

 

 

Year ended

31 Mar 2016

 

Year ended

31 Mar 2015

 

 

Land and Buildings

 

Land and buildings

 

 

£'000

 

£'000

 

 

 

 

 

Expiry date:

 

 

 

 

 - within one year

 

194

 

312

 - between two and five years

 

269

 

280

 - after five years

 

-

 

30

 

 

463

 

622

 

 

24            Reconciliation of net cash

 

 

 

At 31 March 2015

Cash flow

Exchange movement

At 31 March 2016

 

 

£'000

£'000

£'000

£'000

 

 

 

 

 

 

Cash at bank and in hand

 

5,908

3,176

(1)

9,083

 

 

 

 

 

 

 

 

5,908

3,176

(1)

9,083

 

 

25            Share based payments

 

Executive Share Option Scheme

                                                                                                                                   

The Company operates an Unapproved Executive Share Option Scheme under which share options are granted to selected Group employees.  All options are settled by physical delivery of shares in exchange for payment of the aggregated option price. The contractual life of each grant is 10 years. No more awards are being made under this scheme.                                                                                                                                                                 

 Grant date

 Outstanding options at 1 April 2015

Lapsed

Exercised

Outstanding options at 31 March 2016

 

 

 

 

 

 6 May 2009

700,000

(150,000)

(200,000)

350,000

 4 November 2010

 920,000

(150,000)

(335,000)

435,000

 

 

 

 

 

 Total

 1,620,000

(300,000)

(535,000)

785,000

 

 

All options granted are discretionary (as determined by the Remuneration Committee) and carry a pre-exercise performance condition, requiring the Company's Earnings Per Share achievement during any rolling three year financial performance  period to exceed the retail/consumer price index by at least 3%, in aggregate, during the same period. No consideration is received for an award and no grants can be made at an option exercise price per share which is less than the market price at the time of grant.

 

 

EMI Share Option Scheme

 

 Grant date

 Outstanding options at 1 April 2015

Lapsed

Outstanding options at 31 March 2016

 

 

 

 

 22 May 2013

4,000,000

(3,000,000)

1,000,000

 

 

 

 

 Total

4,000,000

(3,000,000)

1,000,000

 

 

The options granted on 22 May 2013 were awarded under an EMI scheme. To become exercisable the share price of the Company's share price must be a minimum of 8.5 pence.

 

 

 

 

 

 

 

Details of the share options outstanding during the period are as follows:

 

 

 

 

 Number of

Ordinary shares

Weighted average

exercise price

 

 

 

 

At 31 March 2014

 

10,044,075

5.8p

Lapsed during the year

 

(4,424,075)

8.0p

At 31 March 2015

 

5,620,000

6.8p

Lapsed during the year

 

(3,300,000)

5.9p

Exercised during the year

 

(535,000)

10.0p

At 31 March 2016

 

7.8p

 

 

The following options were outstanding under the Company's Executive Share Option Scheme and EMI scheme as at 31 March 2016:

 

Granted

 

 Number of

Ordinary shares

Exercise price per share (pence)

Exercise Period

Executive Share Option Scheme

 

 

 

 

6 May 2009

 

350,000

10.0p

May 2012 - 2019

4 November 2010

 

435,000

10.0p

November 2013 - 2020

 

 

785,000

 

 

 

 

 

 

 

EMI Share Option Scheme

 

 

 

 

22 May 2013

 

1,000,000

5.5p

May 2018 -2023

At 31 March 2016

 

1,785,000

 

 

 

 

The options outstanding at the year-end have an exercise price of 5.5p and 10p and a weighted average contractual life of 6.3 years.

 

The income statement charge/(credit) in respect of the EMI Share Option Scheme for the year was £(3,000) (2015: £6,000).

 

 

 

26            Related Party Transactions

Non-executive Chairman Cheryl Jones  is also a director of CC Jones Consulting Ltd, who provided strategic consultancy services to Dods (Group) PLC to the value of £162,500 for the year ended 31 March 2016. (also refer to note 6 detailing directors remuneration)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY STATEMENT OF FINANCIAL POSITION

 

at 31 March 2016                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                  

 

Note

Year ended             31 March 2016

Year ended

31 March 2015

 

 

£'000

£'000

 

 

 

 

Fixed assets

 

 

 

Intangible assets

29

1,289

1,357

Tangible fixed assets

30

17

23

Investments

31

20,511

20,511

 

 

21,817

21,891

Current assets

 

 

 

Debtors

32

6,305

6,885

Cash

33

4,238

3,483

 

 

10,543

10,368

 

 

 

 

Creditors: Amounts falling due within one year

34

(2,236)

(1,989)

 

 

 

 

Net current assets

 

8,307

8,379

 

 

 

 

Total assets less current liabilities

 

30,124

30,270

 

 

 

 

Creditors: Amounts falling due after more than one year

35

(376)

(376)

 

 

 

 

Net assets

 

29,748

29,894

 

 

 

 

Capital and reserves

 

 

 

Called-up share capital

36

17,083

17,078

Share premium account

37

8,058

8,009

Merger reserve

37

409

409

Profit and loss account

37

4,198

4,398

 

 

 

 

Equity shareholders' funds

37

29,748

29,894

 

The accompanying notes form an integral part of this statement of financial position.

 

These financial statements were approved by the Board of directors and were signed on its behalf by:

 

 

Cheryl C. Jones                                                                                  

Chairman                                                                

 

23 May 2016

 

                                                                                                                 

 

 

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

 

27            Accounting Policies

 

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's financial statements.

 

Basis of accounting

 

The financial statements have been prepared in accordance with United Kingdom applicable accounting standards,  including Financial Reporting Standard 102, and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis.

 

This is the first year in which the financial statements have been prepared under FRS 102. No restatement to comparative prior year amounts were necessary.

 

Under section 408 of the Companies Act 2006, the company is exempt from the requirement to present its own profit and loss account. Dods (Group) PLC loss for the year was £203,000 (2015: Loss £1,323,000)

 

The individual accounts of FRS 102 Limited have also adopted the following disclosure exemptions:

- the requirement to present a statement of cash flows and related notes

- financial instrument disclosures, including: categories of financial instruments, items of income, expenses, gains or losses relating to financial instruments, and exposure to and management of financial risks.

 

 

Transition to FRS 102

 

Intangible assets are now amortised over their useful economic life.

 

Holiday balances accrued as a result of services rendered in the current period but not taken by employees are now accounted for. The accrual this year is £3,000 (2015: £2,000).

 

 

Share based payments

 

The Company operates a number of equity-settled, share based compensation plans.  The fair value of the employee services received in exchange for the grant of the options is recognised as an expense with a corresponding increase in equity.  The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions.  Non-market vesting conditions are included in assumptions about the number of options that are expected to vest.  At each balance sheet date, the Company revises its estimates of the number of options that are expected to vest.  It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.                                                                                                                                        

Deferred tax is recognised where it is likely that tax relief will be available on the difference between exercise price and market price at the balance sheet date.                                                                                                                                         

 

Where the Company grants options over its own shares to the employees of its subsidiaries, it recognises a movement in the cost of investment in its subsidiaries equivalent to the equity-settled share based payment charge recognised in its subsidiary's financial statements, with the corresponding movement being recognised directly in equity.        

 

Leases

 

Operating lease rentals are charged to the profit and loss account on a straight line basis over the period of the lease.

 

Post retirement benefits - defined contribution

 

The Company contributes to independent defined contribution pension schemes. The assets of the schemes are held separately from those of the Company in independently administered funds. The amount charged to the profit and loss account represents the contributions payable to the schemes in respect of the accounting period.

 

Dividends

 

Dividends from subsidiary companies are accounted for when payable.  Dividends payable to shareholders are recognised when they are approved by the shareholders at the Annual General Meeting.  Unpaid dividends that do not meet these criteria are disclosed in the notes to the financial statements.               

 

Tax

 

The charge for taxation is based on the profit for the year.  Deferred tax is recognised with discounting in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, as allowed by Financial Reporting Standard 19:"Deferred tax".

 

 

 

 

 

Intangible assets

 

Intangible assets represent publishing rights acquired by the Company.              These are amortised over their useful economic life of 20 years.

 

 

Tangible fixed assets and depreciation

 

Depreciation is provided to write off the cost less estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:

 

Leasehold improvements

Over the remaining life of the lease

Equipment, fixtures and fittings

5 years

IT systems

3 years

 

Fixed asset investments  

 

In the Company's financial statements, investments in subsidiary undertakings and participating interests are stated at cost less any provisions for impairment.

                                 

Impairment of fixed assets and goodwill

 

The carrying amounts of the Company's assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable.  If any such indication exists, the asset's recoverable amount is estimated.

 

An impairment loss is recognised whenever the carrying amount of an asset or its income-generating unit exceeds its recoverable amount.  Impairment losses are recognised in the profit and loss account unless it arises on a previously revalued fixed asset.  An impairment loss on a revalued fixed asset is recognised in the profit and loss account if it is caused by a clear consumption of economic benefits.  Otherwise impairments are recognised in the statement of total recognised gains and losses until the carrying amount reaches the asset's depreciated historic cost.   

 

Impairment losses recognised in respect of income-generating units are allocated first to reduce the carrying amount of any goodwill allocated to income-generating units, then to any capitalised intangible asset and finally to the carrying amount of the tangible assets in the unit on a pro rata or more appropriate basis.  An income generating unit is the smallest identifiable group of assets that generates income that is largely independent of the income streams from other assets or groups of assets.  

 

Calculation of recoverable amount

 

The recoverable amount of fixed assets is the greater of their net realisable value and value in use.  In assessing value in use, the expected future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the rate of return expected on an equally risky investment.  For an asset that does not generate largely independent income streams, the recoverable amount is determined for the income-generating unit to which the asset belongs.          

 

Reversals of impairment

 

An impairment loss is reversed on intangible assets and goodwill only if subsequent external events reverse the effect of the original event which caused the recognition of the impairment or the loss arose on an intangible asset with a readily ascertainable market value and that market value has increased above the impaired carrying amount.

 

For other fixed assets where the recoverable amount increases as a result of a change in economic conditions or in the expected use of the asset then the resultant reversal of the impairment loss should be recognised in the current period.

 

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 

Financial liabilities and equity instruments

 

Financial assets and financial transactions are recognised on the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities, and includes no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company, or, where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

 

 

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.    

 

                 

28            Staff costs

 

The average number of persons employed by the Company (including executive directors) during the year within each category was:

 

 

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015

 

 

 

 

 

Managerial and administration staff

 

 

7

 8

 

The aggregate payroll costs in respect of these employees (including executive directors) were:

 

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015 

 

 

 

£'000

£'000

 

 

 

 

 

Wages and salaries

 

 

707

868

Social security costs

 

 

50

112

Pension and other costs

 

 

11

4

Share based payment charge/(credit)

 

 

(3)

6

 

 

 

765

990

 

Detailed disclosures on Directors' emoluments are given in note 6.

 

 

 29           Intangible assets

 

 Publishing rights

 

Total

 

 

£'000

Cost

 

 

At 31 March 2015

 

1,357

At 31 March 2016

 

1,357

 

 

 

Amortisation

 

 

At 31 March 2015

 

-

Charged in year

 

68

At 31 March 2016

 

68

 

 

 

Net book value

 

 

At 31 March 2015

 

1,357

 

 

 

At 31 March 2016

 

1,289

 

 

30            Tangible fixed assets

 

 

 

Leasehold improvements and equipment

 

Software

Total

 

 

£'000

£'000

£'000

Cost

 

 

 

 

At 1 April 2015

 

74

15

89

Additions

 

27

-

27

Disposal

 

-

-

-

At 31 March 2016

 

101

15

116

 

 

 

 

 

Depreciation

 

 

 

 

At 1 April 2015

 

56

 10

66

Charge for the period

 

28

5

33

Disposals

 

-

-

-

At 31 March 2016

 

84

15

99

 

 

 

 

 

Net book value

 

 

 

 

At 1 April 2015

 

18

5

23

 

 

 

 

 

At 31 March 2016

 

17

-

17

 

 

 

31            Fixed asset investments

                 

 

 

 

Subsidiary

undertakings

Total

Cost

 

£'000

£'000

 

 

 

 

At 1 April 2015

 

20,511

20,511

At 31 March 2016

 

20,511

20,511

               

Detailed disclosures on subsidiary undertakings are given in note 15..

 

                                                                                                 

32            Debtors  

 

 

 

Year ended    31 Mar 2016

Year ended

31 Mar 2015

 

 

 

£'000

£'000

 

 

 

 

 

 

Amounts owed by group undertakings

 

6,413

6,690

 

Deferred tax asset/(liability)

 

(153)

179

 

Prepayments and accrued income

 

44

16

 

 

 

6,305

6,885

 

 

 

 

 

The elements of deferred tax are as follows:       

 

 

 

Year ended     31 Mar 2016

Year ended

31 Mar 2015

 

 

 

£'000

£'000

 

Accelerated capital allowances

 

4

(2)

 

Other timing differences

 

(157)

-

 

Tax losses

 

-

181

 

Deferred tax asset/(liability)

 

(153)

179

 

 

 

Movements in deferred tax for the year are set out below:

 

 

 

£'000

 

At 1 April 2015

 

179

 

Charge to the profit and loss account

 

(332)

 

At 31 March 2016

 

(153)

 

 

 

33            Cash and cash equivalents

 

 

 

Year ended     31 Mar 2016

Year ended

31 Mar 2015

 

 

 

£'000

£'000

 

 

 

 

 

 

Cash and cash equivalents

 

4,238

3,483

 

 

 

 

34            Creditors: Amounts falling due within one year

 

 

 

Year ended

31 Mar 2016

Year ended

31 Mar 2015 

 

 

£'000

£'000

 

 

 

 

Trade creditors

 

-

143

Amounts owed to group undertakings

 

1,686

1,692

Other creditors including tax and social security

 

                              56

(95)

Accruals and deferred income

 

494

249

 

 

2,235

1,989

 

 

 

 

 

35            Creditors: Amounts falling due after more than one year

 

 

 

 

Year ended    

31 Mar 2016

Year ended

31 Mar 2015 

 

 

 

£'000

£'000

 

 

 

 

 

 Amounts owed to group undertakings

 

 

376

376

 

 

 

 

 

           

 

 

 

 

 

36            Share capital

 

 

  

9p deferred shares

1p ordinary shares

 

 

 

Number

Number

 

£'000

 

 

 

 

 

Issued share capital at 31 March 2015

151,998,453

339,770,953

 

17,078

Exercise of share options

-

535,000

 

5

At 31 March 2016

151,998,453

340,305,953

 

17,083

 

During the year the Company issued 535,000 Ordinary Shares on the exercise of employee share options for cash consideration of £53,500 of which £5,350 was credited to share capital and £48,150 to share premium

 

 

               

 

 

37            Reconciliation of movement in shareholders' funds

 

Company

 

 

 

 

 

 

 

 

Share

Capital

Share premium

Merger reserve

Profit and loss account

Total

 

 

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

At 1 April 2015

 

17,078

8,009

409

4,398

29,894

Profit/(loss) for the year

 

-

-

-

                   (203)

                (203)

Issue of ordinary shares

 

5

49

-

-

54

Share based payment (charge)/credit

 

-

-

-

3

3

At 31 March 2016

 

17,083

8,058

409

4,198

29,748

 

 

38            Operating lease arrangements

 

Total commitments under non-cancellable leases are as follows:

 

 

 

Year ended        31 Mar 2016

 

 

Year ended

31 Mar 2015

 

 

 

 

 

 

Land and buildings

 

 

Land and buildings

 

 

 

 

 

 

£'000

 

 

£'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expiry date:

 

 

 

 

 

 

 

 

 

 - within one year

 

119

 

 

240

 

 

 

 

 - between two and five years

 

-

 

 

120

 

 

 

 

 

 

119

 

 

360

 

 

 

 

 

 

 

 

 

For further information, please contact:

 

Dods

Cenkos Securities PLC

(Nominated Advisor and Broker to Dods)

Nicholas Wells 020 7397 8922

 

Note to editors:

Dods (Group) PLC is a public limited company listed on AIM (ticker DODS.L)

 

 

 

 

 

 

 

 


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