RNS Number:4557X
Ludorum PLC
31 May 2007
Ludorum plc
Preliminary Announcement of Unaudited Final Results for the period
ended 31 December 2006.
Chairman's Statement
This is the first set of final results since Ludorum completed a placing to
raise #5 million and its shares were admitted to the Alternative Investment
Market in April 2006. Ludorum was launched with the aim of taking advantage of
the rapid evolution of technologies for the distribution of intellectual
property within the field of media and entertainment and it is pleasing to
report on the progress made during the period.
We have developed an animated property aimed at pre-school age children which
already has had a very encouraging reaction from major broadcasters in key
territories around the world and we have started to make significant progress
in negotiations of carriage agreements. We expect to launch the property to
the trade at Mipcom in October and after the period end we signed an agreement
for the production of the first series of 52 episodes, with a budget of
$6.3 million, half of which will be met by a major international toy
manufacturer which has taken a global master toy licence.
During the period we commenced investment in the organic development of a
subsidiary established to distribute content of a growing genre which we believe
is ideally suited to new media platforms. This is starting to gain some
interesting outlets for its content and we have continued to invest in its
development. In order to expand our presence in this genre, and to provide
access to content libraries, we have reviewed a number of acquisition
opportunities and continue to progress actively two that would give us an
attractive international presence within the sector. Inevitably, there are
significant due diligence costs involved in pursuing these targets and there
can be no guarantee at this stage that they will be satisfactorily completed.
In order to fund the acquisition opportunities and continued development and
production of the pre-school property, the Group will require additional equity
funding and expects to announce proposals to the market in due course.
We continue to be excited by the evolving new media landscape and the
opportunities for the distribution of IP that it presents.
Enquiries
Rob Lawes, Chief Executive, Ludorum plc 020 8849 8745
Ludorum plc
Unaudited consolidated income statement
for the period from incorporation on 18 October 2005 to 31 December 2006
Unaudited
2006
Notes #000
Continuing operations
Cost of sales ( 149 )
-----------
Gross Loss ( 149 )
Administrative expenses ( 1,843 )
-----------
Operating loss ( 1,992 )
Interest payable and similar charges ( 6 )
Interest receivable 130
-----------
Loss before taxation 3 ( 1,868 )
Taxation 6 ( 3 )
-----------
Loss for the period ( 1,871 )
===========
Basic and diluted earnings per share 7 (60.1)p
===========
Ludorum plc
Unaudited balance sheets as at 31 December 2006
Unaudited Unaudited
Group Company
2006 2006
Notes #000 #000
---------- ----------- -----------
Assets
Non-current assets
Investment in subsidiaries 8 - 399
Property, plant and equipment 9 14 8
Intangible assets 10 48 -
----------- -----------
62 407
----------- -----------
Current assets
Trade and other receivables 11 59 26
Cash and cash equivalents 12 3,470 3,466
----------- -----------
3,529 3,492
----------- -----------
Liabilities
Current liabilities
Trade and other liabilities 13 465 302
----------- -----------
465 302
----------- -----------
Net current assets 3,064 3,190
Non-current liabilities
Provisions 14 28 28
----------- -----------
Net assets 3,098 3,569
=========== ===========
Shareholders' equity
Ordinary shares 15 50 50
Deferred shares 15 50 50
Share premium 16 4,575 4,575
Other reserves 17 294 294
Retained losses 18 ( 1,871 ) ( 1,400 )
----------- -----------
Total shareholders' equity 3,098 3,569
=========== ===========
The financial statements were approved by the Board of Directors on 31 May 2007
and signed on its behalf by:
Rob Lawes, Chief Executive Simon Pearce, Finance Director
Ludorum plc
Unaudited statements of changes in shareholders' equity
Group Total
share-
Share Share Retained Other holders'
capital premium losses reserves equity
#000 #000 #000 #000 #000
-------- -------- --------- --------- ----------
At 18 October 2005 - - - - -
Loss for the period - - ( 1,871 ) - ( 1,871)
Charge relating to incentive
option plan - - - 294 294
New shares issued 100 4,901 - - 5,001
Costs relating to the
issue of shares - ( 326 ) - - ( 326)
-------- -------- --------- --------- ----------
At 31 December 2006 100 4,575 ( 1,871 ) 294 3,098
======== ======== ========= ========= ==========
Company Total
share-
Share Share Retained Other holders'
capital premium losses reserves equity
#000 #000 #000 #000 #000
-------- -------- --------- --------- ----------
At 18 October 2005 - - - - -
Loss for the period - - ( 1,400 ) - ( 1,400)
Charge relating to incentive
option plan - - - 294 294
New shares issued 100 4,901 - - 5,001
Costs relating to the
issue of shares - ( 326 ) - - ( 326)
-------- -------- --------- --------- ----------
At 31 December 2006 100 4,575 ( 1,400 ) 294 3,569
======== ======== ========= ========= ==========
Ludorum plc
Unaudited cash flow statements
for the period from incorporation on 18 October 2005 to 31 December 2006
Unaudited Unaudited
Group Company
2006 2006
Notes #000 #000
---------- ----------- -----------
Cash flows from operating activities
Cash used in operations 19 ( 1,247 ) ( 927)
Interest received 130 130
Interest paid ( 6 ) ( 2)
----------- -----------
Net cash used in operating activities ( 1,123 ) ( 799)
----------- -----------
Cash flows from investing activities
Investment in subsidiaries 8 - ( 399)
Purchase of property, plant and equipment 9 ( 18 ) ( 11)
Investment in intangible assets 10 ( 64 ) -
----------- -----------
Net cash used in investing activities ( 82 ) ( 410)
----------- -----------
Cash flows from financing activities
Net proceeds from issue of share capital 15,16 4,675 4,675
----------- -----------
Net cash generated from financing activities 4,675 4,675
----------- -----------
Net increase in cash and cash equivalents 3,470 3,466
Cash and cash equivalents at 18 October 2005 - -
----------- -----------
Cash and cash equivalents at 31 December 2006 12 3,470 3,466
=========== ===========
Ludorum plc
Notes to the unaudited consolidated financial statements
for the period from incorporation on 18 October 2005 to 31 December 2006
1 Accounting policies
The principal accounting policies adopted in the preparation of these financial
statements are set out below. These policies have been consistently applied to
the whole period presented.
Basis of preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations as adopted by the EU and
with those parts of the Companies Act 1985 applicable to companies reporting
under IFRS. The financial statements have been prepared under the historical
cost convention. A summary of the more important Group accounting policies is
set out below.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Although these estimates are based on management's best
knowledge of the amount, event or actions, actual results ultimately may differ
from these estimates.
IFRS 7 'Financial instruments: Disclosures' has not been early adopted by the
Group. This standard does not have any impact on the classification and
valuation of the Group's financial instruments. In addition, the Group has not
early adopted the following interpretations which are not yet effective: IFRIC 7
'Applying the restatement approach under IAS 29', IFRIC 8 'Scope of IFRS 2',
IFRIC 9 'Reassessment of embedded derivatives' and IFRIC 10 'Interim financial
reporting and impairment'. These interpretations are not expected to have any
impact on the Group's financial statements.
Critical accounting estimates and judgments
At this stage in the Company's development substantially all its accounting
transactions are related to cash and the requirement for critical estimates and
judgments is limited. However, the Directors have had to estimate the fair
value of options granted under the Incentive Option Plan as explained in more
detail below.
Basis of consolidation
These financial statements include the results of the Company and its
subsidiaries. The results of businesses acquired during the period are included
from the effective date of acquisition.
Foreign currency translation
(1) Functional and presentation currency - Items included in the financial
statements of each of the Group's entities are measured using the currency of
the primary economic environment in which the entity operates (the 'functional
currency'). The consolidated financial statements are presented in Sterling,
which is the Company's functional and presentation currency.
(2) Transactions and balances - Foreign currency transactions are translated
into the functional currency using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year end exchange
rates of monetary assets and liabilities denominated in foreign currencies, are
recognised in the income statement.
(3) Group companies - The results and financial position of Group entities that
have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
* assets and liabilities are translated at the closing rate at the date of the
balance sheet;
* income and expenses are translated at average exchange rates.
All resulting exchange differences are recognised as a separate component of
equity.
On consolidation, exchange differences arising from the translation of the net
investment in foreign entities are taken to shareholders' equity. The Group
treats specific inter-company loan balances, which are not intended to be repaid
for the foreseeable future, as part of its net investment.
The principal overseas currency for the Group is the US Dollar. The average rate
for the period against Sterling was $1.8897 and the rate at 31 December 2006 was
$1.9572.
Investment in subsidiaries
Investments in subsidiaries are stated at cost less any provision for
impairment.
Property, plant & equipment
Property, plant and equipment comprises office equipment which is recorded at
purchase cost less depreciation and, when appropriate, provision for impairment.
Depreciation is calculated so as to write off the cost of the assets, less their
estimated residual values, over their expected useful economic lives. Office
equipment is depreciated on a straight-line basis over its estimated useful life
of three years.
Intangible assets
(1) Development Projects
Costs comprise direct programme costs, which are capitalised up to the date of
first release of the programme, and programme development costs. Costs for
developing programmes are expensed until such time as a pilot is produced and
decision is made to exploit the programme further. Development costs are
transferred to work in progress once a decision is made to proceed with the
programme.
A charge is made to write down the cost of completed programmes over
their useful lives. Completed programmes are expensed based on the ratio of the
current period's net revenues to estimated total net revenues from all sources
on an individual production basis. This charge is included in the income
statement as part of cost of sales.
(2) Acquired intangible assets
Acquired intangible assets comprise distribution rights and regionalisation
costs. These assets are capitalised on acquisition and amortised over their
estimated useful lives. Distribution rights are amortised on a straight-line
basis over the relevant licence period. Regionalisation costs are amortised on a
straight-line basis over their estimated useful economic lives, generally
estimated to be three years, or, if shorter, over the length of the licence
period of the relevant property.
The carrying value of intangible assets is subject to an impairment review where
there are indicators that impairment may exist. An impairment loss is calculated
by reference to the expected future revenues of the underlying property, taking
account of the cost of such sales, from which the discounted value of future
cash flows relating to the intangible asset is determined and compared to the
carrying value. Any impairment charge is included in the income statement as
part of cost of sales.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances held in a UK clearing bank
account or held on treasury deposit.
Tax and deferred tax
Taxation is recognised on profits at the rate of corporation tax applicable to
small companies of 19 per cent.
Deferred tax is provided, using the liability method, on all temporary
differences at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets are recognised for all deductible temporary differences,
carry-forward of unused tax assets and unused tax losses, to the extent that it
is probable that a taxable profit will be available against which the deductible
temporary differences, and the carry-forward of unused tax assets and unused tax
losses can be utilised. The carrying amount of deferred tax assets is reviewed
at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date. Deferred tax relating to items
recognised directly in equity is recognised in equity and not in the income
statement.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest rate method.
Operating leases
Payments relating to operating leases are recognised in the income statement on
a straight-line basis over the lease term. Initial rent deposits are shown as a
debtor in the balance sheet.
Incentive option plan
The Company has granted share options under the Incentive Option Plan which will
result in share-based payments to optionholders on exercise of the options. The
fair value of these options, which the Company has estimated at the award date
using a Monte Carlo valuation model, is estimated to be #1,500 per option and is
expensed through the income statement over the vesting period of the options.
The principal assumptions used in the valuation are as follows: initial share
price - #1; expected volatility - 40 per cent.; term of option - 5 years; and
risk-free interest rate - 4.75 per cent. As the Company does not have a trading
history, expected volatility has been based on the volatility of a range of
comparable companies over periods equal to the option term. The main feature of
the options taken into account in the valuation is the facility for the number
of shares under option to be enlarged in accordance with the rules of the
Incentive Option Plan.
Share capital
The Company's share capital consists of ordinary shares with a nominal value of
1p each and deferred shares with a nominal value of 99p each. No dividends have
been declared or paid on the ordinary shares. The rights of the deferred shares
to receive dividends or participate in distributions of capital on a winding-up
are so limited as to render the deferred shares of negligible value. The costs
of issuing shares are charged directly to the share premium account.
Pension costs
The Group contributes to defined-contribution (money purchase) private pension
schemes in the UK for the benefit of the executive Directors (with the exception
of Richard Rothkopf). The Group also provides for a defined-contribution pension
scheme for the benefit of its employee in the US.
Contributions are charged to the income statement on the basis of the
contributions payable during the year.
Segmental reporting
The Group's primary reporting format is geographical segments. At this early
stage in its development it does not have a meaningful secondary segment. The
Group's geographical segments are determined by the location of its assets and
operations.
Financial risk
The main risk arising from the Group's financial activities is liquidity risk.
The Group manages this by financing its activities through its cash resources
which are maintained on short-term deposit.
2. Segmental reporting
The following table presents information regarding the Group's geographical
segments for the period ended 31 December 2006.
Geographical area UK USA Total
#000 #000 #000
-------- -------- --------
Gross loss ( 149 ) - ( 149)
Operating loss ( 1,876 ) ( 116 )( 1,992)
Net assets/(liabilities) 3,112 ( 14 ) 3,098
Significant non-cash expenses
- Incentive Option Plan 305 17 322
All material capital expenditure, depreciation and amortisation is within the UK
3 Loss before taxation
2006
#000
--------
The following items have been included
in arriving at the loss before taxation:
Staff costs - (Note 5) 1,048
Depreciation of property, plant and equipment 4
Amortisation of intangible assets 16
Operating lease rentals - property, plant and equipment 53
4 Auditors' remuneration
Amounts paid to the Company's auditors for statutory audit and other services
during the period were as follows:
2006
#000
--------
Audit services
Fees payable to the Company's auditor for the audit of parent company
and consolidated accounts 34
Fees payable to the Company's auditor for the audit of
subsidiary companies 1
Non-audit services
Fees payable to the Company's auditor and its associates for other services
As reporting accountant on admission to AIM 72
All other services 25
--------
132
========
5 Employees and directors
Staff costs during the period
Group Company
2006 2006
#000 #000
----------- -----------
Wages and salaries 603 498
Social security costs 70 61
Other pension costs 53 43
----------- -----------
726 602
Costs attributable to the Incentive Option Plan 322 305
(including related social security costs)
----------- -----------
1,048 907
=========== ===========
The number of employees (all of whom were executive Directors or senior
management) of the Group at 31 December 2006 was eight (Company: four). The
average number of employees of the Group during the period was four (Company:
three).
Group and
Company
2006
#000
--------
Aggregate Directors' emoluments 456
Emoluments of the highest paid Director: 157
Details of the Directors' emoluments are shown in the Remuneration Report.
6 Taxation
2006
#000
--------
Current tax
UK taxation -
Overseas taxation 3
--------
3
Deferred tax -
--------
Taxation 3
========
The tax assessed for the period differs from the standard rate of corporation
tax in the UK. The differences are explained below:
2006
#000
--------
Loss before taxation (1,868)
--------
Loss before taxation multiplied by the rate
of UK corporation tax applicable to small companies of 19% (355)
Effect of:
Overseas taxation 3
Expenses not deductible for tax purposes 2
Losses available to carry forward and other timing differences 353
--------
Taxation 3
========
The unrecognised deferred tax asset at 31 December 2006 is estimated to be
#353,000 and is in respect of trading losses incurred and other timing
differences.
7 Earnings per share
Basic earnings per share is calculated by dividing the earnings or loss
attributable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period. Because basic EPS results in a loss per
share the diluted EPS is calculated using the undiluted weighted average number
of shares.
Weighted
average
number Per-share
Earnings of shares amount
pence
Basic and diluted EPS
Loss attributable to ordinary shareholders ( #1,871,000 ) 3,111,706 (60.1)
============= =========== ======
8 Investments
Investment in
Subsidiaries
Company #000
At 18 October 2005 -
Additions 399
-------
At 31 December 2006 399
=======
The following subsidiaries are directly owned by Ludorum plc and were
established during the year:
Date of Country of Type
Subsidiary incorporation incorporation of shares Holding Activity
Ludorum Inc 12 April 2006 USA Ordinary 100% Service company
GONG Limited 17 May 2006 England & Wales Ordinary 100% Anime distribution
9 Property, plant and equipment
Group Company
Office Office
equipment equipment
#000 #000
---------- ----------
Cost
At 18 October 2005 - -
Additions 18 11
---------- ----------
At 31 December 2006 18 11
========== ==========
Accumulated depreciation
At 18 October 2005 - -
Charge for the period 4 3
---------- ----------
At 31 December 2006 4 3
========== ==========
Net book amount at 31 December 2006 14 8
========== ==========
The Company considers at each reporting date whether there is any indication of
impairment of its assets. In the event that impairment is identified, the
carrying amount of the assets is written down immediately to its estimated
recoverable amount.
10 Intangible assets
Regionalisation Distribution
costs rights Total
#000 #000 #000
---------- ---------- ----------
Group
Cost
At 18 October 2005 - - -
Additions 16 48 64
---------- ---------- ----------
At 31 December 2006 16 48 64
========== ========== ==========
Accumulated amortisation
At 18 October 2005 - - -
Charge for the period 6 10 16
---------- ---------- ----------
At 31 December 2006 6 10 16
========== ========== ==========
Net book amount at 31 December 2006 10 38 48
========== ========== ==========
The Company considers at each reporting date whether there is any indication of
impairment of its intangible assets. In the event that impairment is identified,
the carrying amount of the intangible assets is written down immediately to its
estimated recoverable amount.
11 Trade and other receivables
Group Company
2006 2006
#000 #000
---------- ----------
Amounts falling due within one year:
Prepayments and accrued income 32 16
Other receivables 27 10
---------- ----------
59 26
========== ==========
The fair values of trade and other receivables are not materially different from
their reported values.
12 Cash and cash equivalents
Group Company
2006 2006
#000 #000
---------- ----------
Cash and cash equivalents
Cash at bank and in hand 4 -
Short-term bank deposits 3,466 3,466
---------- ----------
3,470 3,466
========== ==========
Short-term bank deposits are invested with banks and earn interest at prevailing
short-term deposit rates.
The fair value of cash and cash deposits is the same as the carrying value. Cash
and cash equivalents are held in Sterling.
13 Trade and other liabilities
Group Company
2006 2006
#000 #000
---------- ----------
Trade payables 104 42
Overseas tax payable 3 -
Social security and other taxes 27 20
Accruals 317 239
Other liabilities 14 1
---------- ----------
465 302
========== ==========
The fair values of trade and other liabilities are not materially different from
their reported values.
14 Provisions
Group Company
Social Social
Security Security
Costs Costs
#000 #000
---------- ----------
At 18 October 2005 - -
Income statement charge 28 28
---------- ----------
At 31 December 2006 28 28
========== ==========
The Company is providing for the anticipated employer's national insurance
contribution that will arise on the exercise of awards granted under the 2006
Incentive Option Plan.
15 Called up share capital
2006
Shares #000
---------- ----------
Group and Company
Authorised
Ordinary shares of 1 pence each 7,666,667 77
Deferred shares of 99 pence each 50,001 50
----------
127
==========
Issued and fully-paid
Ordinary shares of #1 each
At 18 October 2005 2 -
Issued during the period 49,999 50
Converted during the period ( 50,001 ) ( 50)
---------- ----------
At 31 December 2006 - -
========== ==========
Ordinary shares of 1 pence each
At 18 October 2005 - -
Arising on conversion 50,001 -
Issued during the period 4,950,000 50
---------- ----------
At 31 December 2006 5,000,001 50
========== ==========
Deferred shares of 99 pence each
At 18 October 2005 - -
Arising on conversion 50,001 50
---------- ----------
At 31 December 2006 50,001 50
========== ==========
On incorporation, the authorised share capital of the Company was #50,000
divided into 50,000 ordinary shares of #1.00 each, of which two ordinary shares
were issued at par fully paid up to the subscribers.
On 10 January 2006, the Company's authorised share capital was increased to
#50,001 and 49,999 ordinary shares of #1.00 each were issued paid up as to
one-quarter of their nominal value. The balance of the nominal value of the
partly-paid ordinary shares was paid up in full on 28 March 2006.
On 28 March 2006, each ordinary share of #1.00 each in the capital of the
Company was converted into one ordinary share of 1 pence and one deferred share
of 99 pence each. The authorised share capital of the Company was increased from
#50,001 to #126,168 by the creation of 7,616,666 ordinary shares.
On 3 April 2006, 4,950,000 ordinary shares of 1 pence each were issued at a
price of #1 per share.
16 Share premium account
Group and Company #000
----------
At 18 October 2005 -
Premium on shares issued during the period 4,901
Costs relating to the issue of shares ( 326)
----------
At 31 December 2006 4,575
==========
17 Other reserves
Group Company
Incentive Incentive
Plan Plan
valuation valuation
reserve reserve
#000 #000
---------- ----------
At 18 October 2005 - -
Charge relating to the incentive option plan 294 294
---------- ----------
At 31 December 2006 294 294
========== ==========
18 Retained losses
Group Company
#000 #000
---------- ----------
At 18 October 2005 - -
Loss for the period ( 1,871 ) ( 1,400)
---------- ----------
At 31 December 2006 ( 1,871 ) ( 1,400)
========== ==========
19 Cash flow from operating activities
Group Company
2006 2006
#000 #000
---------- ----------
Continuing operations
Loss before taxation ( 1,868 ) ( 1,400)
Adjustments for:
Interest payable 6 2
Interest receivable ( 130 ) ( 130)
Depreciation of property, plant and equipment 4 3
Amortisation of intangible assets 16 -
Charge relating to the incentive option plan 294 294
Increase in Provisions 28 28
Changes in working capital:
Increase in Trade and other receivables ( 59 ) ( 26)
Increase in Payables 462 302
---------- ----------
Cash used in continuing operations ( 1,247 ) ( 927)
========== ==========
20 Operating lease commitments
2006
#000
----------
Commitments under non-cancellable operating leases expiring:
Within one year 33
==========
The Company has entered into a short-term non-cancellable operating lease on its
head office in Chiswick, London.
21 Related party transactions
During the period, the Company received loans from Directors totalling #24,000.
These loans were repaid on 31 March 2006. A Group company rented an office from
a company controlled by a Director of the Company during the period. The rent
paid during the period was #4,500. The Company provides funding to its wholly
owned subsidiaries as required. During the period Ludorum Inc, a subsidiary,
charged the Company #110,000 for services provided to the Company. The amount
owing to Ludorum Inc. at 31 December 2006 was #4,000, which is included in
accruals. No other transactions with related parties have been identified during
the period.
22 Contingent liabilities
By a letter received on 23 March 2007, the Company has been notified of a
potential claim in respect of a pre-school property project it is developing.
The claim has been made by a former consultant of the Company for fees and other
amounts allegedly payable to the claimant in connection with a consultancy
agreement concluded in November 2006 (with an effective date of 21 June 2006).
The former consultant is seeking approximately #200,000 in respect of future
consultancy fees and 3 per cent. of the net revenue share from any exploitation
of the programme. The Company disputes the claim and intends to resist it.
23 Company loss for the period
As permitted by Section 230 of the Companies Act 1985, the Company's profit and
loss account has not been included in these financial statements. The Company's
loss for the period amounts to #1,400,000.
24 Post balance sheet events
There have been no significant events between the period end and date of
approval of these accounts which would require a change to or disclosure in the
accounts.
The financial information does not constitute statutory accounts within the
meaning of section 240 of the Companies Act 1985. Statutory accounts for the
period ended 31 December 2006 will be dispatched to shareholders during
June 2007 for approval at the Annual General Meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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