This announcement contains inside
information as stipulated under the Market Abuse Regulation (EU) No
596/2014 (MAR).
Guscio plc / Index: AIM / Epic:
GUSC.L / Sector: Software
23 December 2016
Guscio plc
(“Guscio”, the
“Company” or the “Group”)
Final Results
& Notice of AGM
Guscio plc, the technology company focused on programmes in
physical literacy and sporting assessment, announces its final
audited results for the year ended 30
September 2016.
OVERVIEW
· Successful transformation into a
technology company focused on innovation in physical education and
sport tracking and performance, a fast-growing sector
· Sales of Skills2Achieve (“S2A”), a
web-based programme which can track and assess progress in physical
literacy in schools, have not increased at the rate that the Board
had expected but proactive steps are being taken to try to address
this issue
· A new initiative named the Champions
Programme has been launched. The Saracens Sport Foundation,
Haileybury School, and a high-net-worth individual have signed up
to this philanthropic programme to roll-out S2A. Ryman, the high
street stationer, has also sponsored a number of schools with a
view to increasing these numbers in 2017
· Board and management strengthened
For further information, please visit www.guscioplc.com or
contact:
Gail
Ganney |
Guscio
plc |
Tel: +44 (0) 1707
659111 |
David
Worlidge
James Reeve
Liz Kirchner
Graham Bell |
Allenby
Capital Limited |
Tel: +44 (0) 20 3328
5659 |
Duncan
Vasey
Lucy Williams |
Peterhouse Corporate Finance |
Tel: +44 (0) 20 7220
9797 |
|
|
|
Lottie
Brocklehurst
Grace-Anne Marius |
St Brides
Partners |
Tel: +44 (0) 20 7236
1177 |
CHAIRMAN’S STATEMENT
The Group’s results for the year ended 30
September 2016 are the first results since completion of the
acquisition of the remaining 70% of Sportsdata Limited
(“Sportsdata”) and 100% of Dataplay Holdings Limited (“Dataplay”)
and the re-admission of the Company’s shares to trading on
AIM. The Company completed these acquisitions on 24 May 2016 and the consolidated results
therefore reflect the inclusion of these two businesses from that
date.
The Company originally acquired 30% of Sportsdata, a technology
company that has developed and implemented a website application
for monitoring and improving the physical literacy of children in
association with the Youth Sport Trust (“YST”), in February
2015. During the financial year, the directors decided, after
consultation with the Company’s main shareholders, to proceed with
the acquisition of the remaining 70% of Sportsdata and the
acquisition of a complementary business, Dataplay. Dataplay
has developed a white-label platform for the tracking, assessment
and impact-evidencing of performance in sports.
The Group’s loss for the year was £3,910,000 (2015 - £812,000),
which includes an impairment charge of £2,838,000 (2015 - £Nil) in
respect of the goodwill in Sportsdata and Dataplay and £517,000
(2015 - £Nil) of costs incurred in respect of the acquisition of
the two businesses and the re-admission of the Company’s shares to
trading on AIM.
As Sportsdata and Dataplay both had net liabilities as at
30th September 2016, the
decision was taken to make a full provision in the Company’s
accounts against the Company’s investments in both companies.
This treatment is consistent with last year and does not
necessarily reflect the directors’ view of the underlying value of
the two businesses. In a similar way, the goodwill arising on
the acquisition of the two businesses has not been recognised as an
asset in the Group accounts at the year end with a full provision
being made in the Group accounts.
Since the acquisition of Sportsdata, the level of its sales has
not increased at the rate that had been hoped for. This trend
has continued into the current year with the result that current
trading remains behind budget. The board has taken certain
steps to try to improve the level of sales, including taking over
responsibility for the sales process from the YST, which had been
selling the licence previously and appointing Jim Morris as a dedicated sales executive.
Jim was previously Development Manager at the YST with considerable
experience of working with the primary school sector. We have
also commenced a sponsorship programme, the “Champions Programme”,
which enables philanthropic organisations, corporate sponsors and
high net worth individuals (“HNWIs”) to acquire packages of
licences for the benefit of clusters of primary schools. We
are delighted that Saracens Sports Foundation and Haileybury School
have become the first organisations to purchase licences under this
programme. In addition, Ryman, the high street stationer, has
sponsored a small number of schools as part of an initial test
programme, which we anticipate will be extended in 2017.
Dataplay has undertaken two development contracts, which will
both result in a satisfactory profit, and new contracts are being
sought and need to be secured if this year’s budget is to be
achieved. Our new sales executive’s responsibilities include
securing this new business.
The board is therefore still focusing on making a success of the
businesses acquired in May 2016 with
the initiatives outlined above. However, if sales do not grow
from current levels then the board will take the necessary steps to
run the Group in a prudent way to preserve value for
shareholders. This will include seeking to reduce the cost
base of the Group and to look at what other business initiatives
might be pursued within this sector to try to supplement the
existing businesses in order to achieve profitability.
Merger of Sportsdata and Dataplay
One of the reasons for acquiring the businesses of both
Sportsdata and Dataplay was, and remains, the fact that there are
considerable commercial synergies between both businesses as they
operate in the same sports technology sector. Following their
acquisitions, it became apparent to the Directors that the most
efficient way to harness these synergies and to save costs is to
amalgamate both businesses within one company. Consequently,
on 22 September 2016 the Dataplay
business was transferred to Sportsdata and, as such, all commercial
activities from 1 October 2016 have
been conducted through Sportsdata. The Directors consider
that the merger of Sportsdata and Dataplay will lead to a cost
saving of approximately £10,000 for the Group annually.
Board changes
On 23 September 2016, the Board
was pleased to announce the appointment of Professor Michael Caine to the Board as non-executive
director.
As Dean and Professor of Sports Technology and Innovation at
Loughborough University and a founding
director of two university spin-out technology companies, Professor
Caine brings considerable experience in the growth and development
of innovative technology companies, as well as an extensive network
within the academic and commercial sport, education and technology
communities, to the role.
Proposed Change of Name
The Board considers, particularly in light of the above merger
of the underlying businesses, that it is appropriate to change the
Company’s name to Sportsdata Group plc and the Board will implement
this change following the Annual General Meeting (“AGM”).
A Humphreys
Chairman
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2016
|
Notes |
2016
£’000 |
|
2015
£’000 |
Revenue |
2 |
40 |
|
- |
|
|
|
|
|
Cost of sales |
|
(51) |
|
- |
|
|
|
|
|
Gross loss |
|
(11) |
|
- |
|
|
|
|
|
Administrative
expenses |
2 |
(878) |
|
(286) |
|
|
|
|
|
Operating
loss |
|
(889) |
|
(286) |
Share of loss of
associate undertakings |
7 |
(57) |
|
(46) |
Impairment charge |
6,
7 |
(2,964) |
|
(483) |
Finance income |
|
- |
|
3 |
|
|
|
|
|
Loss before
taxation |
|
(3,910) |
|
(812) |
|
|
|
|
|
Income tax
expense |
4 |
- |
|
- |
|
|
|
|
|
Loss
for the year |
|
(3,910) |
|
(812) |
Other
comprehensive income |
|
- |
|
- |
Comprehensive loss for the year |
|
(3,910) |
|
(812) |
Earnings per share
attributable to the equity holders of the Company during the
year: |
|
|
|
|
|
|
2016 |
|
2015 |
|
|
|
|
|
Basic loss per
share |
5 |
(5.52p) |
-- |
(6.17p) |
Diluted loss per
share |
5 |
(5.52p) |
|
(6.17p) |
|
|
|
|
|
|
|
There are no recognised gains or losses other than the results
for the period as set out above.
All of the Group’s activities are classified as continuing.
CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
AT 30 SEPTEMBER
2016
|
|
2016 |
|
2015 |
|
Notes |
£’000 |
|
£’000 |
|
£’000 |
|
£’000 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Current Assets |
|
|
|
|
|
|
|
|
Intangible
Assets |
6 |
|
|
- |
|
|
|
- |
Investments |
7 |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
Current
Assets |
|
|
|
|
|
|
|
|
Trade
Receivables |
8 |
121 |
|
|
|
68 |
|
|
Cash
& Cash equivalents |
9 |
714 |
|
|
|
6 |
|
|
|
|
|
|
835 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
Total
Assets |
|
|
|
835 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
Equity
and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
Share
capital |
|
|
|
6,501 |
|
|
|
6,382 |
Share
premium |
|
|
|
16,987 |
|
|
|
12,718 |
Share
option reserve |
|
|
|
4 |
|
|
|
3 |
Retained
earnings |
|
|
|
(22,972) |
|
|
|
(19,062) |
|
|
|
|
|
|
|
|
|
Total
Equity |
|
|
|
520 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
Current
Liabilities |
|
|
|
|
|
|
|
|
Trade
& other payables |
10 |
|
|
315 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
Total
Liabilities |
|
|
|
315 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
Total equity & liabilities |
|
|
835 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH
FLOW
FOR THE YEAR TO 30 SEPTEMBER 2016
|
|
2016
£’000 |
|
2015
£’000 |
|
|
|
|
|
Cash flows from continuing
operations |
|
|
|
|
|
|
|
|
|
Operating loss before taxation |
|
(889) |
|
(286) |
|
|
|
|
|
Adjustments for: |
|
|
|
|
Share-based payment expense |
|
1 |
|
- |
(Increase)/Decrease in trade & other receivables |
|
(48) |
|
(2) |
(Decrease) in trade & other payables |
|
(273) |
|
(40) |
Interest
received |
4 |
- |
|
3 |
|
|
|
|
|
Net
cash outflow from operating activities |
|
(1,209) |
|
(325) |
|
|
|
|
|
Cash flows from investing
activities |
|
|
|
|
|
|
|
|
|
Acquisition of associates |
|
- |
|
(543) |
Acquisition of subsidiaries |
|
(13) |
|
- |
Add cash
acquired on acquisition of subsidiaries |
|
42 |
|
- |
Sale
proceeds of investments |
|
- |
|
14 |
Net
cash inflow / (outflow) from investing activities |
|
29 |
|
(529) |
|
|
|
|
|
Cash flows from financing
activities |
|
|
|
|
|
|
|
|
|
Issue of
new shares net of expenses |
|
1,888 |
|
860 |
Net
cash inflow from financing activities |
|
1,888 |
|
860 |
|
|
|
|
|
Net increase in cash & cash
equivalents |
9 |
708 |
|
6 |
|
|
|
|
|
Cash and cash equivalents at 1
October |
9 |
6 |
|
- |
|
|
|
|
|
Cash
and cash equivalents at 30 September |
9 |
714 |
|
6 |
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
FOR THE YEAR ENDED
30 SEPTEMBER 2016
Group |
|
Share
Capital
£’000 |
|
Share
Premium
£’000 |
|
Share
Option Reserve
£’000 |
|
Retained Earnings £’000 |
|
Total
£’000 |
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 October
2014 |
|
6,369 |
|
11,871 |
|
3 |
|
(18,250) |
|
(7) |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for
the year |
|
- |
|
- |
|
- |
|
(812) |
|
(812) |
Issue of shares |
|
13 |
|
847 |
|
- |
|
- |
|
860 |
|
|
|
|
|
|
|
|
|
|
|
Balance
as at 30 September 2015 |
|
6,382 |
|
12,718 |
|
3 |
|
(19,062) |
|
41 |
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 October
2015 |
|
6,382 |
|
12,718 |
|
3 |
|
(19,062) |
|
41 |
Comprehensive loss for
the year |
|
- |
|
- |
|
- |
|
(3,910) |
|
(3,910) |
Issue of shares |
|
119 |
|
4,269 |
|
- |
|
- |
|
4,388 |
Equity warrants
issued |
|
- |
|
- |
|
1 |
|
- |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
At 30
September 2016 |
|
6,501 |
|
16,987 |
|
4 |
|
(22,972) |
|
520 |
Share capital relates to the nominal value of shares
issued. Share premium relates to the amounts subscribed for
share capital in excess of the nominal value of the shares.
The share option reserve arose on the grant of warrants to
employees and directors.
Retained earnings relates to cumulative profits and losses
recognised in the statement of comprehensive income.
Notes to the consolidated financial
statements for the year ended 30 September
2016
1. General information
While the financial information included in this preliminary
announcement has been prepared in accordance with International
Financial Reporting Standards (IFRSs), this announcement does not
itself contain sufficient information to comply with IFRSs. The
Group has also published full financial statements that comply with
IFRSs available on its website and to be circulated shortly.
The financial information set out in the announcement does not
constitute the company’s statutory accounts for the years ended
30 September 2016 or 2015. The
financial information for the year ended 30
September 2015 is derived from the statutory accounts for
that year, which were prepared under IFRSs, and which have been
delivered to the Registrar of Companies. The auditors
reported on those accounts, their report was unqualified and did
not contain a statement under either Section 498(2) or Section
498(3) of the Companies Act 2006.:
We draw your attention to note 1.2, which was included in the
financial results for the year ended 30
September 2015, which describes the uncertainty surrounding
the Group’s ability to continue as going concern. The
proposed transactions outlined in note 1.2 are considered likely to
happen. If the proposed transactions do not proceed, then
this could cast doubt over the Group’s ability to continue as a
going concern. Our opinion is not qualified in respect of
this matter.
The financial information for the year ended 30 September 2016 is derived from the audited
statutory accounts for the year ended 30
September 2016 on which the auditors have given an
unqualified report, that did not contain a statement under section
498(2) or 498(3) of the Companies Act 2006 and included the
following matter to which the auditors drew attention by way of
emphasis.
Material uncertainty relating to going
concern
We draw attention to note 1.2 in the financial statements, which
indicates the conditions identified that may cast significant doubt
on the entity’s ability to continue as a going concern.
As explained in note 1.2 to the financial statements, the
directors have confirmed that the Group has sufficient cash
resources to support the business for a period of at least 12
months from the signing of the accounts. In the Group
financial statements, the directors have taken the decision to
impair the goodwill and the intangible asset to £nil. In the
Parent Company accounts, the directors have taken the decision to
impair the investments in subsidiaries and the amounts due from the
subsidiaries to the Company to £nil. These impairments at the
Group level and Parent Company level, suggest that the value of
these assets cannot be substantiated.
We have reviewed the working capital projections and assumptions
made about the level of income the Group will generate in the
period up until 31 December 2017 and
beyond and the level of expenses that it will occur. Although
the income projections are subjective, the expenses to run the
business are able to be predicted with reasonable certainty, and
therefore we have satisfied ourselves that the Group have
sufficient cash resources in order for the company to meet its
liabilities as they fall due in the 12 months following the signing
of these financial statements. Furthermore, we have received
assurances from the directors that the company have considered a
cost saving strategy, should the need for this arise.
As stated in note 1.2, these events or conditions indicate that
a material uncertainty exists that may cast significant doubt on
the company’s ability to continue as a going concern. Our opinion
is not modified in respect of this matter.”
The statutory accounts will be delivered to the Registrar of
Companies following the Company’s annual general meeting.
The accounting policies adopted in the preparation of this
preliminary announcement are consistent with those set out in the
latest Group Annual financial statements. There is no
material seasonality associated with the Group’s activities.
1.1 Basis of
preparation and consolidation
The financial statements are prepared under the historical cost
convention and have been prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union and applied in accordance with the provisions of the
Companies Act 2006 applicable to companies reporting under
IFRS.
The Group financial statements consolidate the financial
statements of the Company and its subsidiary undertakings made up
to 30 September 2016.
The principal accounting policies adopted by the Group are set
out below.
1.2 Going
concern
The Group has reported a loss of £3,910,000 for the year
(2015 - £812,000).
During the year the Company has acquired Sportsdata Limited and
Dataplay Holdings Limited through a reverse takeover. At
30 September 2016 the Company held
100% of the ordinary shares of both of these businesses. Full
details about the acquisition are disclosed in note 6 in the
Company's Annual Report and Financial Statements for the year ended
30 September 2016. A significant proportion of the costs
incurred during the year relate to the acquisition of these
businesses. The current year loss has been further increased
as the directors have taken the decision to impair the Goodwill in
respect of the acquisition of these two subsidiary companies in the
Group accounts. They have also impaired the investment in the
two subsidiary companies in the parent Company accounts.
Although the principal activity of the parent Company is that of an
investment company, there are no further investments expected to
take place in the short term, and therefore similar costs are not
expected in the near future.
The Group’s revenue for the year ended 30
September 2016 was below expectations and since the year
end, revenue is underperforming compared to the budget for the year
ended 30 September 2017. At the date the financial statements
are signed, the directors have no visibility that the Group will be
able to generate sufficient revenues to achieve the budgeted profit
and cashflow for the year ended 30 September 2017. If the
budget is not achieved and if mitigating steps were not taken then
there would be a material uncertainty surrounding going
concern. However, the directors believe that steps can be
taken to ensure the Group has sufficient cash to trade as a going
concern in the short to medium term.
The directors are taking steps to try accelerate the Group’s
revenue growth but there are no guarantees that these steps will be
successful. Should the anticipated revenue growth not be
achieved, the directors have already reviewed the costs of the
business and believe that they will be able to rationalise the cost
base of the business. The directors’ current focus, however,
is to ensure steps are followed so that they can execute the
current Group business plan and grow revenue.
At the year end the Group had cash resources of £714,000. The
Directors have prepared detailed working capital projections for
the Company, Sportsdata Limited and Dataplay Holdings Limited which
includes the Group's committed costs covering a period up until 31
December 2017. Based on these projections, the directors have
a reasonable expectation that the Group’s current cash resources
are adequate to allow the Group to continue in operational
existence for the foreseeable future and meet its liabilities as
they fall due for at least a period of 12 months from the signing
of these financial statements. The Group therefore continues to
adopt the going concern basis in preparing its financial
statements.
1.3 Joint
operations
Sportsdata Limited operates under a joint contractual
arrangement with Youth Sport Direct Limited whereby revenues are
shared equally. The arrangement is not structured through a
separate vehicle and each party to the arrangement accounts for the
assets, liabilities, revenues and expenses relating to its
involvement in the joint operation.
1.4 Revenue
recognition
Revenue is recognised when the right to receive payment is
established, to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably
measured, regardless of when the payment is made. Revenue is
measured at the fair value of the consideration received or
receivable, excluding Value Added Tax.
The directors are of the opinion that this accounting policy
accurately reflects commercial reality and the recording of
revenue.
1.5
Impairment
(a) Impairment of Financial
Assets
All financial assets (other than those categorised at fair value
through profit or loss), are assessed at the end of each reporting
period as to whether there is any objective evidence of impairment
as a result of one or more events having an impact on the estimated
future cash flows of the asset. For an equity instrument, a
significant or prolonged decline in the fair value below its cost
is considered to be objective evidence of impairment.
An impairment loss in respect of loans and receivables financial
assets is recognised in profit or loss and is measured as the
difference between the asset’s carrying amount and the present
value of estimated future cash flows, discounted at the financial
asset’s original effective interest rate.
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised, the previously
recognised impairment loss is reversed through profit or loss to
the extent that the carrying amount of the financial asset at the
date the impairment is reversed does not exceed what the amortised
cost would have been had the impairment not been recognised.
(b) Impairment of Non-Financial
Assets
The carrying values of assets, other than those to which IAS 36
– Impairment of Assets does not apply, are reviewed at the end of
each reporting period for impairment when there is an indication
that the assets might be impaired. Impairment is measured by
comparing the carrying values of the assets with their recoverable
amounts. The recoverable amount of the assets is the higher of the
assets’ fair value less costs to sell and their value in use, which
is measured by reference to discounted future cash flow.
An impairment loss is recognised in profit or loss
immediately.
When there is a change in the estimates used to determine the
recoverable amount, a subsequent increase in the recoverable amount
of an asset is treated as a reversal of the previous impairment
loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and
depreciation) had no impairment loss been recognised. The reversal
is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
2
Revenue and loss on continued activities before taxation
By geographical origin
For the year to 30 September 2016:
|
Revenue
£’000 |
|
Loss
before tax
£’000 |
|
Total assets
£’000 |
|
Total
liabilities
£’000 |
|
|
|
|
|
|
|
|
United Kingdom |
40 |
|
(3,910) |
|
835 |
|
(315) |
|
|
|
|
|
|
|
|
|
40 |
|
(3,910) |
|
835 |
|
(315) |
For the year to 30 September 2015:
|
Revenue
£’000 |
|
Loss before
tax
£’000 |
|
Total assets
£’000 |
|
Total
liabilities
£’000 |
|
|
|
|
|
|
|
|
United Kingdom |
- |
|
(812)
|
|
74
|
|
(33)
|
|
|
|
|
|
|
|
|
|
- |
|
(812) |
|
74 |
|
(33) |
|
2016
£’000 |
|
2015
£’000 |
Loss before taxation is arrived at
after charging / (crediting): |
|
|
|
|
|
|
|
Impairment of fixed asset
investments |
(57) |
|
483 |
Impairment of goodwill |
2,838 |
|
- |
Impairment of other intangible fixed
assets |
183 |
|
- |
Auditor’s remuneration: |
|
|
|
- audit of
the annual accounts of the Group |
10 |
|
5 |
- other
services relating to taxation |
8 |
|
3 |
|
|
|
|
Provision for bad debt |
- |
|
13 |
|
|
|
|
3 Directors
and
employees
|
2016
£’000 |
|
2015
£’000 |
Staff costs, including director’s
emoluments during the year were as follows: |
|
|
|
|
|
|
|
Wages, salaries and emoluments |
122 |
|
94 |
Social security costs |
9 |
|
6 |
|
|
|
|
|
131 |
|
100 |
4
Taxation
|
2016
£’000 |
|
2015
£’000 |
Domestic current year
tax |
|
|
|
UK corporation tax |
- |
|
- |
|
|
|
|
|
|
|
|
|
- |
|
- |
Factors affecting the tax charge for
the period: |
|
|
|
|
|
|
|
Loss on ordinary activities before
taxation |
(3,910) |
|
(812) |
Loss on ordinary activities multiplied by the standard rate of
Corporation tax in the UK of 20% (2015 - 20%) |
(782) |
|
(162) |
Non-tax deductible impairment of
goodwill |
568 |
|
- |
Non-tax deductible impairment of
investments |
- |
|
96 |
Non-tax deductible impairment of
intangible assets |
36 |
|
- |
Expenses not deductible for tax
purposes |
115 |
|
29 |
Deferred tax not recognised |
63 |
|
37 |
|
|
|
|
|
|
|
|
Current tax
charge |
- |
|
- |
|
|
|
|
|
The Company has estimated tax losses of £1,567,000 (2015 -
£1,375,000) available to offset against future profits.
A deferred tax asset for the Company of £431,000 (2015 -
£275,000) at a rate of 17% (2015 – 20%) has not been
recognised in these financial statements on the basis of
uncertainty over the availability of future taxable profits of the
Company.
5 Loss per
share
(a) Basic
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
The calculation of the basic loss per ordinary share is based
on:
|
2016
Number |
|
2015
Number |
Weighted average number of Ordinary
shares in issue during the period |
70,772,462 |
|
13,160,582 |
|
|
|
|
Loss for the year (£’000) |
(3,910) |
|
(812) |
(b) Diluted
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The
Company has one category of dilutive potential shares and
warrants. A calculation is performed to determine the number
of shares that could have been acquired at fair value (determined
as to the average annual market share price of the Company’s
shares) based on the monetary value of the subscription rights
attached to outstanding warrants. The number of shares
calculated as above is compared with the number of shares that
would have been issued assuming the exercise of the warrants.
The calculation of diluted earnings per share is based on:
|
2016
Number |
|
2015
Number |
Weighted average
number of Ordinary shares in issue
Adjustments for dilutive effect of:
- Employee warrants |
70,772,462
- |
|
13,160,582
- |
|
|
|
|
Weighted average number of ordinary
shares for diluted earnings per share |
70,772,462 |
|
13,160,582 |
|
|
|
|
Employee warrants could in future have a dilutive effect, however,
they are antidilutive in the current year as the Company is loss
making. |
6 Intangible
assets
|
Goodwill
£’000 |
Computer
platform
£’ 000 |
Total
£’ 000 |
|
|
|
|
Cost |
|
|
|
At 1
October 2015 |
- |
- |
- |
Additions |
2,838 |
- |
2,838 |
On
acquisition of a subsidiary |
- |
183 |
183 |
At 30
September 2016 |
2,838 |
183 |
3,021 |
|
|
|
|
Impairment |
|
|
|
At 1
October 2015 |
- |
- |
- |
Impairment for the year |
2,838 |
183 |
3,021 |
Disposals |
- |
- |
- |
At 30
September 2016 |
2,838 |
183 |
3,021 |
|
|
|
|
Net
book value at 30 September 2016 |
- |
- |
- |
Goodwill on acquisition of Sportsdata Limited |
Book Value
£’000 |
Fair
Value
£’ 000 |
Debtors |
5 |
5 |
Cash at
bank and in hand |
6 |
6 |
Creditors |
(294) |
(294) |
Net
liabilities at acquisition |
(283) |
(283) |
On 23 May 2016 the Company acquired
the remaining 70% Ordinary share capital of Sportsdata Limited for
£1,500,000 by the issue of Ordinary 0.1p shares in Guscio Plc. See
note 6 in the Company's Annual Report and Financial Statements for
the year ended 30 September 2016 for
further details.
With associated stamp duty of £8,000, the fair value of
consideration was £1,508,000. The fair value of the net liabilities
acquired amounted to £283,000 resulting in goodwill of
£1,791,000.
Goodwill on acquisition of
Dataplay Holdings Limited |
Book Value
£’000 |
Fair
Value
£’ 000 |
Intangible fixed assets |
183 |
183 |
Cash at
bank and in hand |
36 |
36 |
Creditors |
(261) |
(261) |
Net
liabilities at acquisition |
(42) |
(42) |
On 23 May 2016 the Company acquired
100% of the Ordinary share capital of Dataplay Holdings Limited for
£1,000,000 by the issue of Ordinary 0.1p shares in Guscio Plc. See
note 6 in the Company's Annual Report and Financial Statements for
the year ended 30 September 2016 for
further details.
With associated stamp duty of £5,000, the fair value of
consideration was £1,005,000. The fair value of the net liabilities
acquired amounted to £42,000 resulting in goodwill of
£1,047,000.
The primary reason for the business combinations outlined above
was to achieve the strategy set out in the Chairman’s report of
focussing activities on the sports information sector. Goodwill on
both acquisitions represent the directors’ assessment of the
underlying value of the intangible assets and business plans of the
two businesses at the date of acquisition.
The effect on revenue and the loss for the year of the group as
a result of the two business combinations are as follows:
|
Sportsdata
Limited
£’000 |
Dataplay Holdings
Limited
£’000 |
Total
£’ 000 |
Increase
in revenue |
12 |
28 |
40 |
Increase
in loss for the year |
301 |
30 |
331 |
Impairment of goodwill
As a result of the losses made by Sportsdata Limited and
Dataplay Holdings Limited to date, the directors have taken the
prudent view and provided against the goodwill value in full at 30
September 2016. The impairment charged in the current year is
included within the statement of comprehensive income.
7 Fixed
asset investments
|
Associated
undertakings £’ 000 |
Investments
£’ 000 |
|
|
|
Cost |
|
|
At 1 October 2014 |
- |
- |
Additions |
529 |
14 |
Loss for the year |
(46) |
- |
Impairment |
(483) |
(14) |
Disposals |
- |
- |
Net
book value at 30 September 2015 |
- |
- |
|
|
|
Cost |
|
|
At 1
October 2015 |
483 |
- |
Loss for
the year |
(57) |
- |
Disposals |
(426) |
- |
At 30
September 2016 |
- |
- |
|
|
|
Impairment |
|
|
At 1
October 2015 |
(483) |
- |
Impairment for the year |
57 |
- |
Disposals |
426 |
- |
At 30
September 2016 |
- |
- |
|
|
|
Net
book value at 30 September 2016 |
- |
- |
|
|
|
8 Trade and
other receivables
|
2016
£’000 |
|
2015
£’000 |
Due within one
year: |
|
|
|
|
|
|
|
Other receivables |
108 |
|
51 |
Prepayments and accrued
income |
13 |
|
17 |
|
|
|
|
|
121 |
|
68 |
9 Cash and
cash equivalents
|
2016
£’000 |
|
2015
£’000 |
Cash at bank and in
hand |
714 |
|
6 |
|
|
|
|
|
714 |
|
6 |
10 Trade and other
payables: Amounts falling due within one year
|
2016
£’000 |
|
2015
£’000 |
Amounts owed to related
parties |
183 |
|
- |
Trade payables |
56 |
|
- |
Accruals and deferred
income |
76 |
|
33 |
|
|
|
|
|
315 |
|
33 |
With the exception of social security and other taxes, the above
items represent financial liabilities (financial instruments) of
the Group.
At 30 September 2016, an amount of
£183,000 is owed to Starnevesse Limited, a company in which R C
Thompson is a director and shareholder (note 6). This amount is
unsecured and interest free and is payable from the profits
generated by the Dataplay business division of Sportsdata Limited
as and when they arise but with an end payment date of 1 May 2018.
11
Notice of Annual General Meeting (“AGM”) and availability of Annual
Report and Financial Statements
The Company hereby announces that its AGM will be held at the
offices of Brown Rudnick LLP, 8 Clifford Street, London W1S 2LQ at 2.00
p.m. on 18 January 2017.
The Company's Annual Report and Financial Statements for the
year ended 30 September 2016 are
expected to be posted to shareholders, along with the Notice of
AGM, on 23 December 2016 and will be
available thereafter at the Company's registered office, 27/28
Eastcastle Street, London, W1W 8DH
and on its website:
http://www.guscioplc.com/key-corporate-documents.