TIDMGOAL
RNS Number : 4313Q
Goals Soccer Centres PLC
12 September 2017
Goals Soccer Centres plc
Interim Results for the six months ended 30 June 2017
Significant strategic progress in the period, early signs of
turnaround
Goals Soccer Centres plc ("Goals", the "Company" or the "Group")
a leading operator of outdoor small-sided soccer centres with 48
sites, including two in California, USA, announces its interim
results for the period ended 30 June 2017.
Underlying Measures
H1 2017 H1 2016 Change FY 2016
Group Sales Growth/(Decline) 2.2% (0.5%) 2.7% 1.6%
Like-for-Like Sales(1)
Growth/(Decline) 1.6% (2.0%) 3.4% 0.5%
Underlying EBITDA(2) GBP4.8m GBP5.6m (15.0%) GBP11.2m
Underlying Profit GBP2.8m GBP3.8m (25.8%) GBP7.8m
Before Tax(3)
Underlying Diluted
Earnings Per Share(4) 2.9p 5.0p (42.0%) 9.7p
Underlying Free Cash GBP2.1m GBP4.1m (49.0%) GBP9.4m
Flow(5)
------------------------------ -------- -------- -------- ---------
Statutory measures
H1 2017 H1 2016 Change FY 2016
Sales GBP17.4m GBP17.0m 2.2% GBP33.5m
Operating Profit GBP2.8m GBP3.9m (27.9%) GBP4.2m
Profit Before Tax GBP2.6m GBP3.5m (25.7%) GBP3.7m
Diluted Earnings Per
Share 2.7p 4.5p (40.0%) 4.1p
Net Cash Flow from GBP1.9m GBP3.8m (51.3%) GBP8.0m
Operating Activities
----------------------- --------- --------- -------- ---------
Although the overall turnaround to profitable growth is taking
slightly longer than anticipated there are good early signs of
growth from our investments in the Arena upgrade programme and the
Clubhouse 2020 pilot sites. The Board remains committed to the
strategy announced in 2016.
Corporate Summary
-- Accelerated the upgrading of the UK estate:
o 238 of our arenas have necessarily now been fully
upgraded:
-- 27 clubs with five arenas or more upgraded (total 207) have
delivered football sales growth of 5.1% for the first 10 weeks of
H2
-- 11 clubs with four or fewer arenas upgraded (total 31) have
not delivered an increase in football sales in for the first 10
weeks of H2
-- Future focus will be on increasing the number of clubs with
five or more upgraded arenas
-- No further arena upgrades planned for H2; approximately 50
arenas to be upgraded, as part of our annual maintenance programme,
during 2018
o First three "Clubhouse 2020" pilot sites opened during the
period and delivered sales growth of 8.1% for the first 10 weeks of
H2. A further two openings have been completed in Q3
o Next phase of the Clubhouse 2020 rollout, as communicated in
July, will recommence following a full evaluation to optimise the
investment returns from the initial five pilot clubs
o Plan to launch Goals Junior Academy into the vibrant junior
and youth markets in H2
-- Entered into a 50:50 Joint Venture (the "Joint Venture") with
City Football Group ("CFG"), the global football business who own
Manchester City and New York City Football Clubs amongst others, to
rollout the Goals brand in North America:
o CFG has invested $16million cash immediately and granted a
licence to use its brands in North America
o This will fully finance the planned rollout of the Goals brand
in North America
-- Opened our second US club in Pomona, California in February
2017, commenced construction of our third US club, in Rancho
Cucamonga, California in June 2017. Construction of our fourth US
club to commence during Q1 2018
-- Value engineered our US club design and reduced development
costs from $4.2m to approximately $3.2m
Financial Summary
-- Like-for-like sales(1) for the period increased by 1.6%
(2016: -2.0%). The closure of the clubhouses at Ruislip, Beckenham
and Glasgow South during refurbishment impacted like-for-like
sales(1) by 0.9%. Adjusted like-for-like sales are therefore
+2.5%
-- Underlying EBITDA(2) of GBP4.8m (2016: GBP5.6m)
-- Underlying Profit Before Tax(3) of GBP2.8m (2016: GBP3.8m)
-- Operating costs increased by GBP1.0m due to investment in
club and central resources to improve levels of support for our
strategic initiatives and well publicised cost headwinds: new
leadership GBP0.3m; advertising & sponsorship GBP0.3m;
investment to improve standards GBP0.1m; and statutory increases in
Living Wage and Business Rates GBP0.3m
-- Launch costs of GBP0.2m relating to the launch of our second
US centre at Pomona in Los Angeles in February 2017
-- Balance sheet well capitalised with net assets of GBP93.0m.
The investment by CFG allows the Company to focus UK cash flow on
investment in the Arena upgrade programme, clubhouse modernisation
and reducing gearing
-- No interim dividend is proposed
Outlook
The strategic plan outlined in June 2016 is already showing
progress and we are encouraged by the early indicators.
We anticipate growing like-for-like sales in the second half,
albeit at a slower rate than originally expected. This is
principally due to some clubs underperforming which have not
received the required level of arena investment. We are also highly
cautious about the pressure on consumer spending.
With our exciting developments in the US and clear signs of
growth from the investments we have made, we are confident that we
can deliver improved returns, over time, for Goals
shareholders.
Nick Basing, Chairman of Goals, said:
"This has been a crucial phase in rebuilding the Company to
secure a profitable future. With our investment in both the Arena
upgrade programme and Clubhouse 2020 modernisation, the Board is
confident that we will deliver improved returns over time for
shareholders. The Joint Venture with CFG, the global football group
who own Manchester City and New York City Football Clubs amongst
others, is a transformational deal. It allows Goals to profitably
develop the nascent North American market, and at the same time
invest the cash generated in the UK on developing our proposition
in our domestic market."
Mark Jones, CEO of Goals, said:
"Our initiatives to improve performance have returned
like-for-like sales to positive territory with growth of 2.5% in
H1.
The operational actions to improve the customer proposition have
been executed well delivering enhanced experience. Customers have
responded positively by increasing their dwell time, driving
ancillary spend in areas such as food and beverage.
We are pleased to have opened our second US site in Pomona and
are progressing well with our third site, Rancho Cucamonga. We have
a fourth in our pipeline. We are excited about the opportunities to
grow our US business with CFG.
We have begun our journey in turning round the business and
there remains considerable opportunity to deliver continued
improved performance and returns from the business."
12 September 2017
*- City Football Group currently owns a number of football
clubs, including Manchester City which plays in the English Premier
League, New York City which plays in Major League Soccer and
Melbourne City which plays in the Hyundai A-League in
Australia.
Enquiries:
Goals Soccer Centres plc
Nick Basing, Chairman
Mark Jones, CEO
Bill Gow, CFO 01355 234 800
Canaccord Genuity Limited (Nominated
Adviser and Broker)
Bruce Garrow
Chris Connors
Richard Andrews 020 7523 8350
Instinctif Partners
Matthew Smallwood
Guy Scarborough 020 7457 2020
Notes:
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Notes supporting underlying performance measures which are used
throughout the interim results statement. The Board believes that
these measures better reflect the underlying performance of the
Group and therefore provide a more meaningful comparison of
performance from period to period. These measures are used
internally to evaluate performance of the Group.
1. Like for like sales is used as a key measure of core same
club growth.
2017 like-for-like sales are based on clubs opened prior to 1
January 2016
2016 like-for-like sales are based 2017 2016
on clubs opened prior to 1 January
2015
GBP000 GBP000
Total sales 17,366 16,987
Clubs opened post 1 January 2016 (114) -
Clubs opened post 1 January 2015 - (426)
Like-for-like sales 17,252 16,561
2. Underlying EBITDA reflects the underlying trading of the
business excluding any one-off costs. It is calculated by taking
Earnings Before Interest, Tax, Depreciation and Amortisation
adjusted for the impact of the non-recurring costs and launch costs
as shown below:
2017 2016
GBP000 GBP000
Operating profit 2,793 3,875
Depreciation 1,676 1,319
Amortisation 78 114
Non-recurring costs - 300
Launch costs 220 -
Underlying EBITDA 4,767 5,608
3. Underlying Profit Before Tax reflects the underlying trading
of the business excluding any one-off costs. It is calculated by
taking Profit Before Tax adjusted for the impact of the
non-recurring costs and launch costs as shown below:
2017 2016
GBP000 GBP000
Profit Before Tax 2,600 3,500
Non-recurring costs - 300
Launch costs 220 -
Underlying Profit Before Tax 2,820 3,800
4. Underlying diluted earnings per share is diluted earnings per
share adjusted for the net of tax impact of the non-recurring costs
and launch costs as shown below:
2017 2017 2016 2016
Underlying Underlying Underlying Underlying
Profit EPS Profit EPS
GBP000 p GBP000 p
Underlying Profit Before
Tax 2,820 3,800
Taxation (538) (786)
Adjusted diluted underlying
earnings per share 2,282 2.9p 3,014 5.0p
Diluted earnings per share is calculated by dividing the
earnings attributable to ordinary shareholders by the weighted
average number of ordinary shares in issue during the year plus the
dilutive element of all outstanding relevant share options
outstanding during the year. For the period ended 30 June 2017 this
was 75,644,642 (2016: 59,465,060).
5. Underlying free cash flow is net cash flow from operating
activities adjusted for the cash impact of the non-recurring costs
and launch costs:
2017 2016
GBP000 GBP000
Net cash flow from operating activities 1,859 3,775
Non-recurring costs - 300
Launch costs 220 -
Underlying Free Cash Flow 2,079 4,075
Business Review
I am pleased to announce that we have made progress with each of
the strategic priorities, outlined below. Group like-for-like sales
were +1.6% during the period (H1 2016: -2.0%).
-- Grow and innovate the UK core estate
-- Develop new capabilities and gain competitive advantage
-- International expansion of centres and brand
-- Unlock underlying asset potential
Goals UK
Our UK like-for-like sales(1) for the first six months of the
year increased by 1.6% to GBP16.6m (2016: GBP16.4m). The increase
excluding disruption was 2.5% as the closure of the clubhouses at
Ruislip, Beckenham and Glasgow South during refurbishment reduced
like-for-like sales(1) by 0.9%.
Our Arena modernisation programme is well advanced with 238
arenas (51% of our estate) having been upgraded. ProTurf arenas and
improved L.E.D. lighting have contributed to an enhanced customer
experience on the pitch encouraging both existing players and new
players to enjoy the better experience. Following investment, the
average pitch age has reduced from 7.0 years to 4.1 years. In the
first 10 weeks of H2, football sales have grown where five or more
arenas were upgraded.
-- 5 or more new arenas (27 clubs, 207 arenas): 5.1% growth
-- Between 1 and 4 new arenas (11 clubs, 31 arenas): 0.8% decline
-- No new arenas: 7.6% decline
Our arena estate is now of high quality and the future focus
will be on maintenance capex and, where appropriate, increasing the
number of clubs with five or more upgraded arenas.
The first "Clubhouse 2020" major refurbishment opened at Ruislip
in April and Beckenham and Glasgow South have also been completed
in H1. We are pleased with the initial results that these clubs
have generated. In the first 10 weeks of H2 like-for-like sales(1)
at these clubs was +8.1% with the football sales growing by 8.6%
and food and beverage sales growing by 13.1%.
Wembley and Leeds have been completed within the past two weeks
and whilst it is too early to make any formal judgement, we are
hopeful that we will see continuing success from these clubs. In
July, we notified shareholders that before investing further in
Clubhouse 2020, we wish to undertake a post completion review to
fully evaluate the investment returns from these initial five clubs
to determine the optimum capital and labour models. We expect to
complete this exercise during Q4 and to recommence the rollout in
early 2018.
We have completed a review of the potential to expand our range
of services within the vibrant junior and youth markets and plan to
launch Goals Junior Academy in H2. This is expected to contribute
towards EBITDA from 2018.
Goals US
After a number of years of relatively strong performance, Goals
US experienced short term operational issues during H2 2016 and Q1
2017, resulting in a decline in like-for-like sales of 10.7% to
$0.8m (2016: $0.9m) and a decline of 18.2% in club EBITDA to $0.3m
(2016: $0.4m). We have taken actions to strengthen the US business
with the appointment of a new senior level operations executive and
have seen a steady improvement with like-for-like sales strongly
improving quarter on quarter and returning to growth for the first
10 weeks of H2.
Our second US club at Pomona in Los Angeles opened in Q1 2017.
The club incurred launch costs of GBP0.2m during the period.
We commenced construction of our third US club, in Rancho
Cucamonga, California in June 2017. We have value engineered our US
club design during the period and successfully reduced development
costs from $4.2m to approximately $3.2m for future projects.
North American Joint Venture
In July 2017, we entered into a strategic 50:50 Joint Venture
with CFG, the global football group which owns a number of leading
football clubs including Manchester City and New York City, to
accelerate the growth of the Goals brand in North America.
All of Goals' North American operations, which include all
existing and pipeline sites, have been transferred to the Joint
Venture and CFG has provided $16 million of initial committed
expansion capital which combined with cash flow from the Joint
Venture, will self-finance new site openings in North America. The
Joint Venture is being led by a six-member board, chaired by Nick
Basing.
The Joint Venture combines Goals' existing North American
operational expertise and site sourcing capability with CFG's
soccer, marketing and commercial expertise. The substantial new
funding will accelerate the growth of Goals' existing North
American presence and also allow the Company to focus UK cash flow
on investment in the Arena upgrade programme and clubhouse
modernisation project in the UK.
The Joint Venture has a licence to use the brands which CFG
owns, including Manchester City, to drive its North American
marketing activity where appropriate. The Joint Venture will also
be able to engage in targeted promotional initiatives across CFG's
fan networks.
The construction of our third site in Rancho and all future
sites will be funded by the Joint Venture.
We plan to commence construction of our fourth club in Q1 2018
and have begun work to secure further sites.
The Company incurred professional fees and other costs of
GBP0.5m completing the Joint Venture. These costs will be expensed
in the second half of the year. All future financial results of
Goals US are expected to be consolidated on a proportionate
basis.
Financial Review
Group sales for the first six months of the year increased by
2.2% to GBP17.4m (2016: GBP17.0m) and like-for-like sales(1)
continued their recovery and increased by 1.6% (H1 2016: -2.0%). As
a result of the investment in upgrading clubs and in central and
club resources there has been a steady recovery in like-for-like
sales(1) since H2 2015.
The Clubhouse 2020 refurbishment projects completed during the
period resulted in a reduction in sales and EBITDA of GBP0.2m due
to clubhouses being closed for a 6-week period. Like-for-like
sales(1) , Underlying EBITDA(2) and Profit Before Tax(3) have not
been adjusted to reflect this disruption. Like-for-like sales
excluding this disruption increased by 2.5%.
Underlying Group Club EBITDA(2) declined by 6.7% to GBP6.7m
(2016: GBP7.2m). This decline has been driven by an increase in UK
club overheads of GBP0.6m (8.3%) due to investment to support our
strategic initiatives and well publicised cost headwinds:
advertising & sponsorship GBP0.2m; investment to improve
standards GBP0.1m; and statutory increases in Living Wage and
Business Rates GBP0.3m.
Our Head Office costs increased by GBP0.4m to GBP2.0m (2016:
GBP1.6m) as the UK & US leadership teams were strengthened.
Underlying Group EBITDA(2) declined by 15% to GBP4.8m (2016:
GBP5.6m). Group operating profit declined by 27.9% to GBP2.8m
(2016: GBP3.9m).
Financial expenses reduced to GBP0.2m (2016: GBP0.4m) as average
debt during the period reduced due to the share placing of 16.75m
shares at a price of 100p in June 2016. Net debt at the period end
was GBP28.6m (2016: GBP19.2m) and Net Debt to Underlying EBITDA(2)
was 2.7 times (2016: 1.7 times).
Group Profit Before Tax was GBP2.6m (2016: GBP3.5m). Underlying
Profit Before Tax(3) reduced by 25.8% to GBP2.8m (2016: GBP3.8m).
Underlying Earnings Per Share(4) declined by 42.0% to 2.9p (2016:
5.0p) due to the decline in Underlying profit and an increase of
27.2% in the diluted weighted average number of ordinary
shares.
Free cash flow(5) declined by GBP2.0m to GBP2.1m (2016: GBP4.1m)
due to the reduction in Underlying Group EBITDA(2) of GBP0.8m,
working capital movements of GBP0.9m and income tax of GBP0.3m. The
Group invested GBP6.1m in capital expenditure (2016: GBP1.6m)
during the period of which GBP3.9m was spent on upgrading our
existing UK clubs and GBP2.2m on new sites in the US. The Group
invested GBP0.2m on software development systems during the
period.
The substantial investment by CFG into the Joint Venture will
fully finance the planned rollout of the Goals brand in North
American and allow the Company to focus UK cash flow on investment
in the Arena upgrade programme and clubhouse modernisation projects
in the UK.
The Group's balance sheet is well capitalised with net assets of
GBP93.0m (2016: GBP91.5m). The Group has a long term non-amortising
bank facility with Bank of Scotland of GBP42.5m which expires in
July 2019. Our exposure to recent exchange rate fluctuations has
been mitigated by borrowing the development costs of the new centre
at Pomona in US dollars.
Dividend
The Directors do not plan to pay an interim dividend and intend
to recommence dividends when appropriate.
Mark Jones
CEO
12 September 2017
Consolidated condensed statement of comprehensive income
For the six months ended 30 June 2017
Unaudited Unaudited Audited
Total Total Year
6 months 6 months Ended
Ended Ended 31 December
30 June 30 June 2016
Note 2017 2016
GBP000 GBP000 GBP000
Revenue 17,366 16,987 33,532
Cost of sales (2,109) (1,993) (3,669)
Gross profit 15,257 14,994 29,863
Operating expenses (12,464) (11,119) (25,652)
Operating profit 2,793 3,875 4,211
Financial expense (193) (374) (547)
Profit before tax 2,600 3,501 3,664
Taxation 3 (581) (846) (879)
Profit for year attributable
to equity holders of
the parent 2,019 2,655 2,785
========= ========= ============
Other comprehensive income
Items that will be subsequently reclassified to profit or
loss
Exchange differences on translation
of foreign operation (699) 381 443
Recognition of share based
payment costs 32 - 22
Deferred tax on share based
payments (4) - (7)
Other comprehensive (expense)/income
for the period (671) 381 458
Total comprehensive income
for the period attributable
to equity holders 1,348 3,036 3,243
Earnings per share 6
Basic 2.7p 4.5p 4.1p
Diluted 2.7p 4.5p 4.1p
Consolidated condensed balance sheet
at 30 June 2017
Note Unaudited Unaudited Audited
30 June 30 June 31 December
2017 2016 2016
Assets GBP000 GBP000 GBP000
Non-current assets
Property, plant
and equipment 7 119,369 109,136 115,285
Intangible assets 8 5,247 4,916 5,089
Other non-current
receivables 708 585 708
Total non-current
assets 125,324 114,637 121,082
---------- ---------- ------------
Current assets
Inventories 1,761 1,610 1,441
Trade and other
receivables 10 6,540 5,703 5,721
Cash and cash equivalents 12 2,128 1,799 1,929
---------- ---------- ------------
Total current assets 10,429 9,112 9,091
Total assets 135,753 123,749 130,173
---------- ---------- ------------
Current liabilities
Bank overdraft 12 (1,910) (1,938) (1,924)
Trade and other
payables 11 (3,729) (2,736) (4,516)
Current tax payable (590) (1,040) (388)
---------- ---------- ------------
Total current liabilities (6,229) (5,714) (6,828)
Non-current liabilities
Other interest-bearing
loans and borrowings 12 (28,842) (19,079) (23,998)
Deferred tax liabilities 9 (7,657) (7,465) (7,670)
Total non-current
liabilities (36,499) (26,544) (31,668)
Total liabilities (42,728) (32,258) (38,496)
Net assets 93,025 91,491 91,677
========== ========== ============
Equity
Share capital 188 188 188
Share premium 53,208 53,229 53,208
Retained earnings 40,003 37,996 37,957
Translation reserve (374) 78 324
Total equity 93,025 91,491 91,677
========== ========== ============
Consolidated condensed statement of cashflows
For the six months ended 30 June 2017
Note Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2017 2016 2016
GBP000 GBP000 GBP000
Cashflows from operating
activities
Profit for the period 2,019 2,655 2,785
Adjustments for:
Depreciation 1,676 1,319 2,729
Amortisation 78 114 204
Loss on disposal - - 124
Financial expenses 193 374 547
Non-cash exceptional items - - 2,100
Income tax expense 581 846 879
Unrealised foreign exchange
gain - - (223)
Equity settled share based
payment transactions 28 - -
4,575 5,308 9,145
(Increase) in trade and
other receivables (391) (521) (1,088)
(Increase) in inventory (319) (227) (60)
(Decrease)/increase in
trade and other payables (1,581) (743) 505
2,284 3,817 8,502
Income tax paid (425) (62) (513)
Net cash from operating
activities 1,859 3,755 7,989
--------- --------- ------------
Cashflows from investing
activities
Acquisition of property,
plant and equipment (6,129) (1,606) (10,175)
Software development expenses (166) (62) (322)
Net cash used in investing
activities (6,295) (1,668) (10,497)
--------- --------- ------------
Cashflows from financing
activities
Issue of share capital - 16,750 16,750
Share related costs - (1,033) (1,040)
Loans movement 4,844 (17,612) (12,693)
Interest paid (193) (374) (547)
Net cash from/(used in)
financing activities 4,651 (2,269) 2,470
--------- --------- ------------
Net increase/(decrease)
in cash and cash equivalents 213 (182) (38)
Cash and cash equivalents
at start of period 5 43 43
Cash and cash equivalents
at end of period 12 218 (139) 5
========= ========= ============
Consolidated condensed statement of changes in equity
for the six months ended 30 June 2017
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2017 2016 2016
GBP000 GBP000 GBP000
Opening total equity 91,677 72,738 72,738
Profit 2,019 3,036 2,785
Deferred tax on share based
payments (4) - (7)
Recognition of share based
payment costs 32 22 22
Issue of share capital - 42 42
Share premium on placing,
less associated costs - 15,654 15,654
Exchange differences on translation
of foreign operation (699) - 443
Closing total equity 93,025 91,491 91,677
========= ========= ============
Notes to the Unaudited Interim Report
Goals Soccer Centres plc (the "Company") is a company domiciled
in the United Kingdom.
1. Significant accounting policies
Basis of preparation
The condensed interim financial statement is prepared applying
the recognition and measurement requirements of IFRSs as adopted by
the EU. The company has elected not to prepare the interim
statement in accordance with IAS 34 as adopted by the EU.
The interim statement does not include all the information
required for full annual financial statements and should be read in
conjunction with the financial statements of the company as at and
for the year ended 31 December 2016 which were prepared in
accordance with IFRS as adopted by the EU.
The preparation of the interim statement requires the directors
to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and
liabilities, income and expenses. Actual results may differ from
these estimates. The accounting policies applied by the company in
this condensed interim financial statement are the same as those
applied in its financial statements as at and for the year ended 31
December 2016. The comparative figures for the financial year ended
31 December 2016 are not the Company's statutory accounts for that
financial year. Those accounts have been reported on by the
company's auditor and delivered to the registrar of companies. The
report of the auditor was (i) unqualified, (ii) did not include a
reference to any matters to which the auditor drew attention by way
of emphasis without qualifying their report, and (iii) did not
contain a statement under section 498(2) or (3) of the Companies
Act 2006.
The accounting policies set out below have been applied
consistently to all periods presented in this interim statement,
except for the impact of the adoption of the standards described
below.
There are various amendments to standards and interpretations
which are mandatory for the first time for financial periods
commencing on 1 January 2017 and have been adopted by the Group.
These have no material impact on the net assets or results of the
Group.
The Interim Statement was approved by the Board on 12 September
2017.
Basis of consolidation
The financial statements consolidate the financial statements of
the Company and its subsidiaries. Subsidiaries are entities
controlled by the Group. Control exists when the Group has the
power, directly or indirectly, to govern the financial and
operating policies of an entity in order to obtain benefits from
its activities. In assessing control, potential voting rights that
are currently exercisable or convertible are taken into account.
The financial statements of subsidiaries acquired are consolidated
in the financial statements of the Group from the date that control
commences until the date that control ceases. All business
combinations are accounted for by applying the purchase method of
accounting.
Revenue
Revenue represents the value of goods and services supplied to
customers (net of applicable Value Added Tax). The Group's revenue
comprises revenues from customers utilising the Group's next
generation football facilities and secondary revenue associated
with this utilisation.
Revenue from utilisation of the football facilities includes:
revenue from leagues operated by the Group; revenue from customers
who use the facilities to play on a non-league basis; Corporate
Events; Children's Birthday Parties; and Children's Coaching.
Revenue is recognised for use of the football facilities when each
game is complete.
Secondary revenue includes: hot and cold snacks; soft drink
vending; confectionery vending; bar revenue and revenue from sales
of football equipment. Revenue is recognised for secondary sales at
the time the goods change hands.
The Group recognises revenue in respect of goods and services
received under sponsorship and partnership arrangements by
reference to the fair value of goods and services received under
the contract.
Business segments
The Group operates primarily in the UK and its only trading
activity is the operation of soccer centres.
Exceptional items
Items that are material either because of their size or their
nature, and which are non-recurring, are presented within their
relevant consolidated income statement category, but highlighted
through separate disclosure. The separate reporting of exceptional
items helps provide a better picture of the Group's underlying
performance. Items which are included within the exceptional
category include:
-- Costs associated with major restructuring programmes;
-- Significant impairment charges in relation to goodwill, intangible or tangible assets;
-- Other particularly significant or unusual items.
Taxation
The tax expense represents the sum of the current taxes payable
and deferred tax.
The current tax payable is based on taxable profit for the year.
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 liability for
current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method.
Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised or
increased.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is 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 that are expected to apply in the period when the
liability is settled or the asset is realised. Deferred tax is
charged or credited in 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 to the extent that there is a legal right of
offset.
Income tax in the interim period is calculated using the tax
rate that would be applicable to expected total annual pre-tax
results.
Intangible assets - goodwill
Goodwill on acquisitions represents the excess of the cost of
acquisition over the Group's interest in the fair value of the
identifiable assets and liabilities and contingent liabilities at
the date of acquisition. Goodwill is stated at cost less any
accumulated impairment losses. Goodwill is tested annually for
impairment. Impairment is first allocated to goodwill and then to
other assets in the cash generating units on a pro-rata basis.
The value of Goodwill is reviewed at each balance sheet date to
determine whether there is an indication of impairment. An
impairment is recognised whenever the carrying amount of the asset
exceeds its recoverable amount. The recoverable amount of a cash
generating unit is the greater of the value in use and 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 risks specific to the cash-generating unit.
Any impairment is recognised immediately in the income statement
and is not subsequently reversed.
Intangible assets - other
Other intangible assets that are acquired by the Group are
stated at cost less accumulated amortisation and less accumulated
impairment losses. Impairment testing is performed where an
indication of impairment arises.
Amortisation
Amortisation is charged to the income statement on a straight
line basis over the estimated useful lives of intangible assets
unless such lives are indefinite. Intangible assets with an
indefinite useful life and goodwill are systematically tested for
impairment at each balance sheet date. Other intangible assets are
amortised from the date they are available for use. The estimated
useful life of the software development assets is ten years for the
Smart Centre system and five years for the App and website.
Property, plant and equipment
Items of property, plant and equipment are stated at cost less
accumulated depreciation and any accumulated impairment losses.
Cost includes expenditure that is directly attributable to the
acquisition or construction of the asset. Borrowing costs directly
attributable to the acquisition or construction of qualifying
assets are capitalised during the period of construction.
Depreciation is charged to the income statement on a straight-line
basis over the estimated useful lives of each part of an item of
property, plant and equipment. The estimated useful lives are as
follows:
Freehold and leasehold - 75 years or lease period
buildings if shorter
Fixtures and fittings:
- arenas - 10 years
- 11-a-side arenas - 10 years
- office furnishings - 10 years
- fixtures and - 10 years
fittings
- computer equipment - 4 years
- plant and machinery - 4 years
The value of each centre is reviewed at each balance sheet date
to determine whether there is an indication of impairment. An
impairment is recognised whenever the carrying amount of the asset
exceeds its recoverable amount. The recoverable amount of a cash
generating unit is the greater of the value in use and 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 risks specific to the cash-generating unit.
Assets under construction are transferred to the relevant asset
category when they become operational and are depreciated from that
date.
Inventories
Inventories are stated at the lower of cost and net realisable
value. Cost is determined on a first-in-first-out basis. Net
realisable value is the amount that can be realised from the sale
of inventory in the normal course of business after allowing for
the costs of realisation.
Net debt
Net debt includes cash and cash equivalents and bank
borrowings.
Trade and other receivables
Trade and other receivables are initially recognised at their
fair value and then stated at amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits with an original maturity of three months or less. Bank
overdrafts that are repayable on demand and form an integral part
of the Group's cash management are included as a component of cash
and cash equivalents for the purpose of the statement of
cashflows.
Trade and other payables
Trade and other payables are initially recognised at fair value
and then stated at amortised cost.
Finance costs
Interest is recognised in income or expense using the effective
interest method except that borrowing costs directly attributable
to the acquisition or construction of qualifying assets are
capitalised during the period of construction. The construction of
new centres are treated as qualifying assets as they necessarily
take a substantial period of time to prepare for intended use. The
amount of finance costs capitalised is determined by applying the
interest rate applicable to appropriate borrowings to the
accumulated expenditure on those assets for that period.
Pensions
Contributions to stakeholders or other personal pension plans
are expensed as incurred.
Leasing
Operating lease rentals are charged to the profit and loss
account on a straight line basis over the period of the lease.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less
impairment.
Foreign currencies
The consolidated financial statements are presented in pounds
sterling, which is the functional currency of the company and the
Group's presentational currency. Each entity in the Group
determines its own functional currency and items included in the
financial statements of each entity are measured accordingly.
Transactions in foreign currencies are recorded at the rate
ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated at the
rate of exchange ruling at the balance sheet date. Any gain or loss
arising on the restatement of such items is taken to the income
statement.
For the purpose of presenting the consolidated financial
statements, the assets and liabilities of the Group's foreign
operations are translated into pounds sterling at the balance sheet
closing rate. The results of these operations are translated at the
average rate in the relevant period. Exchange differences on
retranslation of the opening net assets and the results are
transferred to the translation reserve and are reported in the
statement of comprehensive income.
Share-based payments
The share option schemes allow employees to acquire shares of
the Company. The fair value of options granted is recognised as an
employee expense with a corresponding increase in equity. The fair
value is measured at grant date and spread over the period during
which the employees become unconditionally entitled to the options.
The fair value of the options granted is measured using an option
pricing model, taking into account the terms and conditions upon
which the options were granted. The amount recognised as an expense
is adjusted to reflect the actual number of share options that vest
except where forfeiture is only due to share prices not achieving
the threshold for vesting.
Long-Term Incentive Plan (LTIP)
The LTIP allows employees to acquire shares of the Company. The
fair value of the LTIPs granted is recognised as an employee
expense with a corresponding increase in equity. The fair value is
measured at grant date and spread over the period during which the
employees become unconditionally entitled to the LTIPs. The fair
value of the LTIPs granted is measured using a pricing model,
taking into account the terms and conditions upon which the LTIPs
were granted. The amount recognised as an expense is adjusted to
reflect the actual number of LTIPs that vest except where
forfeiture is only due to share prices not achieving the threshold
for vesting.
Dividends on shares presented within shareholders' funds
Dividends unpaid at the balance sheet date are only recognised
as a liability at that date to the extent that they are
appropriately authorised and are no longer at the discretion of the
Company. Unpaid dividends that do not meet these criteria are
disclosed in the notes to the financial statements.
Earnings per share
The company presents basic and diluted earnings per share (EPS)
data for ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstanding
during the period. Diluted EPS is determined by adjusting the
profit or loss attributable to ordinary shareholders and the
weighted average number of shares outstanding for the effects of
all dilutive potential ordinary shares which comprise share options
granted to employees.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and
interpretations are not yet effective for the year ending 31
December 2017 and beyond and have not been applied in preparing
these financial statements including:
IFRS 15 Revenue from Contracts with Customers
The standard specifies how and when revenue is recognised, using
a principles based five-step model. This will be effective for the
Group in 2018. Given the nature of the group's revenue streams as
disclosed in the revenue policy note, no significant impact is
expected to arise as a result of this standard.
IFRS 16 Leases
The IASB has issued IFRS 16 'Leases' which provides a new model
for lease accounting in which all leases, other than short-term and
small-ticket-item leases, will be accounted for by the recognition
on the balance sheet of a right-to-use asset and a lease liability,
and the subsequent amortisation of the right-to-use asset over the
lease term. IFRS 16 will be effective for the group's year ending
31 December 2019 and is expected to have a significant effect on
the group's financial statements, increasing the group's recognised
assets and liabilities and affecting the presentation and timing of
recognition of certain amounts in the income statement.
IFRS 9 Financial instruments
The standard simplifies the classification, recognition and
measurement requirements for financial assets, financial
liabilities and some contracts to buy or sell non-financial items.
This will be effective for the Group in 2018.
With the exception of IFRS 16, the Directors do not expect that
the adoption of the standards listed above will have a material
impact on the financial statements of the Group in future periods.
Beyond this, it is not practicable to provide a reasonable estimate
of the effect of these standards until a detailed review has been
completed.
2. Segmental reporting
IFRS 8 'Operating Segments' requires a "management approach"
under which segment information is presented on the same basis as
that used for internal reporting purposes to the Chief Operating
Decision Maker, which is the Board. As each club has similar
economic characteristics, provides the same services to similar
customers and operates in a similar manner, the directors,
therefore, consider that there is one reporting segment relating to
the operation of outdoor soccer centres which includes two (2016:
one) clubs outside of the UK.
3. Tax
Corporation tax for the interim period is charged at 19.5% (June
2016: 20.0%), representing the estimated effective tax rate for the
full financial year.
A reduction in the UK corporation tax rate from 21% to 20%
(effective from 1 April 2015) was substantively enacted on 2 July
2013. Further reductions to 19% (effective from 1 April 2017) and
to 18% (effective 1 April 2020) were substantively enacted on 26
October 2015, and an additional reduction to 17% (effective 1 April
2020) was substantively enacted on 6 September 2016. This will
reduce the company's future current tax charge accordingly. The
deferred tax liability at 30 June 2017 has been calculated based on
these rates.
4. Dividends
6 months 6 months Audited
ended ended year
30 June 30 June ended
2017 2016 31 December
2016
GBP000 GBP000 GBP000
Dividends paid
- 2017 interim - - -
- 2016 final - - -
- 2016 interim - - -
- - -
No interim dividend is proposed for the period ended 30 June
2017 (2016: GBPnil).
5. Exceptional items
6 months 6 months Audited
ended ended year
30 June 30 June ended
2017 2016 31 December
2016
GBP000 GBP000 GBP000
Exceptional items
comprise:
* Restructuring costs - - 897
* Strategic projects - - 85
* Impairment of underperforming clubs - - 2,534
- - 3,516
During 2017, Goals Inc incurred GBP0.2m of launch costs
following the opening of the Pomona club in the USA.
6. Earnings per share
Basic and diluted earnings per share
Unaudited Unaudited Audited
Total 6 6 months year
months ended ended
ended 30 30 June 31 December
June 2017 2016 2016
Profit for the financial
period (GBP'000) 2,019 2,655 2,785
________ _________ _________
Weighted average number
of shares 75,215,060 59,465,060 67,251,945
Dilutive share options 429,582 - 411,297
_________ _________ _________
75,644,642 59,465,060 67,663,242
Basic earnings per share 2.7p 4.5p 4.1p
Diluted earnings per
share 2.7p 4.5p 4.1p
Diluted earnings per share is calculated using the profit for
the financial period divided by the weighted average number of
shares in issue for the period ended 30 June 2017 plus all
outstanding relevant share options at that date.
7. Property, plant and equipment
Land Fixtures Assets Total
and buildings and fittings in course
of construction
GBP000 GBP000 GBP000 GBP000
Cost
At beginning of period 130,793 16,698 5,566 153,057
Additions 777 2,345 3,102 6,224
Transfers 4,893 103 (4,996) -
Effect of movements
in foreign exchange (389) (7) (106) (502)
136,074 19,139 3,566 158,779
Depreciation and impairment
At beginning of period 27,981 7,741 2,050 37,772
Charge for period 1,056 620 - 1,676
Effect of movements
in foreign exchange (36) (2) - (38)
At end of period 29,001 8,359 2,050 39,410
Net book value
At 30 June 2017 107,073 10,780 1,516 119,369
At 31 December 2016 102,812 8,957 3,516 115,285
8. Intangible assets
Goodwill Software Total
development
GBP000 GBP000 GBP000
Cost
At beginning of period 5,719 4,759 10,478
Additions - 240 240
Effect of movements
in foreign exchange - (5) (5)
At end of period 5,719 4,994 10,713
Amortisation
At beginning of period 3,100 2,289 5,389
Charge for period - 78 78
Effect of movements
in foreign exchange - (1) (1)
At end of period 3,100 2,366 5,466
Net book value
At 30 June 2017 2,619 2,628 5,247
At 31 December 2016 2,619 2,470 5,089
9. Deferred tax liability
Deferred tax assets and liabilities are attributable to the
following:
30 June 30 June 31 December
2017 2016 2016
GBP000 GBP000 GBP000
Property, plant and
equipment (7,680) (7,497) (7,697)
Share based payments - 11 4
Other 23 21 23
Net deferred tax liabilities (7,657) (7,465) (7,670)
10. Trade and other receivables
30 June 30 June 31 December
2017 2016 2016
GBP000 GBP000 GBP000
Trade receivables 1,069 693 927
Prepayments and accrued
income 3,153 2,683 2,945
Other receivables 2,318 2,315 1,849
Taxation and social
security - 12 -
6,540 5,703 5,721
11. Trade and other payables
30 June 30 June 31 December
2017 2016 2016
GBP000 GBP000 GBP000
Trade payables 2,791 1,874 3,037
Taxation and social
security 3 - 18
Other payables 203 267 166
Accruals and deferred
income 732 595 1,295
3,729 2,736 4,516
12. Movement in net debt
Net debt is defined as cash and cash equivalents less interest
bearing loans and borrowings.
At beginning Cashflow Non cash At end
of period movement of
period
GBP000 GBP000 GBP000 GBP000
Cash at bank and
in hand 1,929 199 - 2,128
Overdraft (1,924) 14 - (1,910)
________ ________ ________ ________
Cash and cash equivalents 5 213 - 218
Borrowings (23,998) (4,844) - (28,842)
________ ________ ________ ________
(23,993) (4,631) - (28,624)
13. Related Party Transactions
Transactions between the Company and its subsidiaries, which are
related parties of the Company, have been eliminated on
consolidation. Details of transactions between the Company and
related parties are as follows:
Amounts owed by related
parties
30 June 30 June 31 December
2017 2016 2016
GBP000 GBP000 GBP000
Goals Soccer Centres
Inc 6,026 1,573 2,923
There were no other related party transactions during the
period.
KPMG LLP
INDEPENT REVIEW REPORT TO GOALS SOCCER CENTRES PLC
Conclusion
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly report for the six
months ended 30 June 2017 which comprises the condensed
consolidated statement of comprehensive income, the condensed
consolidated statement of changes in equity, the condensed
consolidated balance sheet, the condensed consolidated cash flow
statement and the related explanatory notes.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly report for the six months ended 30 June 2017 is
not prepared, in all material respects, in accordance with the
recognition and measurement requirements of International Financial
Reporting Standards (IFRSs) as adopted by the EU and the AIM
Rules
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity issued by the Auditing Practices Board for use in the
UK. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. We read the other information contained in the
half-yearly report and consider whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of financial statements.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Directors' responsibilities
The half-yearly report is the responsibility of, and has been
approved by, the directors. The directors are responsible for
preparing the half-yearly report in accordance with the AIM
Rules.
As disclosed in note 1, the annual financial statements of the
group are prepared in accordance with IFRSs as adopted by the EU.
The directors are responsible for preparing the condensed set of
financial statements included in the half-yearly financial report
in accordance with the recognition and measurement requirements of
IFRSs as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly report
based on our review
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the company in accordance with the
terms of our engagement. Our review has been undertaken so that we
might state to the company those matters we are required to state
to it in this report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company for our review work, for this
report, or for the conclusions we have reached.
Jeremy Hall
for and on behalf of KPMG LLP
Chartered Accountants
319 St Vincent Street
Glasgow
G2 5AS
12 September 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR VFLFFDKFLBBX
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