TIDMTMW
RNS Number : 0795N
Timeweave plc
26 August 2011
26 August 2011
Timeweave plc (formerly Alphameric plc) ("Timeweave" or the
"Group")
Interim Results for the six months ended 30(th) June 2011
Timeweave plc ('Timeweave' or 'the Group') is the holding
company of a Group which principally comprises a 50% holding in
Amalgamated Racing Limited ('AMRAC'), sports hedging business
SportingWins and cash deposits.
AMRAC is an equally owned joint venture company between
Racecourse Media Services Limited (which is in turn owned by a
number of the UK's foremost racecourses and Racecourse Investments
Limited) and Timeweave. AMRAC holds exclusive licences with 31
racecourses to broadcast pictures, audio and data from these
courses to licensed betting offices in the United Kingdom and
Republic of Ireland on its dedicated television channel,
TurfTV.
SportingWins is the market leader in covering corporate risk
based on sports events.
Highlights for the half year to 30(th) June 2011
-- Improved trading and financial performance in the first six
months, driven by AMRAC.
-- Operating profit for the six months to June 30(th) increased
to GBP4.1m (seasonally adjusted like for like comparison of
GBP3.95m)
-- Revenue increased to GBP14.3m for the six months to June
30(th) 2011.
-- Profit after tax but before exceptional items from continuing
operations was GBP3.2m, post exceptionals was GBP2.9m.
-- Timeweave Plc retains a strong balance sheet with GBP25.6m
cash as at 30(th) June 2011 within Timeweave and has a consolidated
cash position of GBP28.5m (the consolidated cash position includes
Timeweave's share of cash held by AMRAC of GBP2.9m).
-- The Directors are recommending an interim dividend of 1p per
share for the six months to 30(th) June 2011 (Six months to 31(st)
May 2010: 1p per share).
-- The company announced the appointment of David Craven as CEO
in April. David has now completed a strategic evaluation which
focuses on delivering increased shareholder returns.
-- The acquisition of the SportingWins' assets was completed in
July. Business development is active and the business has secured
its first transaction since the acquisition.
-- The company website, www.timeweave.com has been re-launched
providing more information and feedback opportunities for investors
and clients.
Peter Bertram, Chairman, commented:
"AMRAC continues to trade well and in line with our
expectations, albeit there are a number of well-publicised
challenges facing the industry.
"Our Balance Sheet is strong and it remains the Board's
intention to utilise it to deliver a more diversified range of
growth opportunities for shareholders and where opportunities
exist, invest in the future growth potential within AMRAC. The new
Board is also focused on delivering a strategy to maximise
investment returns and is actively looking to develop the
business.
"After more than four years with Timeweave, I have informed the
Board of my intention to step down as Chairman and leave the Group.
Much has been achieved since my arrival in April 2007, with the
Group being substantially restructured, the disposal of the Group's
legacy businesses, the successful launch of Turf TV, a
significantly improved funding position and the arrival of a new
Board and CEO. With Timeweave now well positioned to pursue its
goals, I believe this is the right time for me to move on and I
wish the employees and my fellow Directors every success in the
future."
- Ends -
For further information, please contact:
Timeweave plc
Peter Bertram, Chairman
David Craven, Chief Executive 020 7067 0700
Officer 020 7067 0700
Weber Shandwick Financial
Nick Oborne 020 7067 0700
Notes to Editors
Timeweave plc ('Timeweave' or 'the Group') is the holding
company of a Group which principally comprises a 50% holding in
Amalgamated Racing Limited ('AMRAC') and cash deposits.
AMRAC is an equally owned joint venture company between
Racecourse Media Services Limited (which is in turn owned by a
number of the UK's foremost racecourses and Racecourse Investments
Limited) and Timeweave. AMRAC holds exclusive licences with 31
racecourses to broadcast pictures, audio and data from these
courses to licensed betting offices in the United Kingdom and
Republic of Ireland on its dedicated television channel,
TurfTV.
TIMEWEAVE PLC (FORMERLY ALPHAMERIC PLC)
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHS ENDED 30(th) JUNE 2011
Background to Timeweave plc
Timeweave plc ('Timeweave' or 'the Group') is the holding
company of a Group which principally comprises a 50% holding in
Amalgamated Racing Limited ('AMRAC') and cash deposits.
AMRAC is an equally owned joint venture company between
Racecourse Media Services Limited (which is in turn owned by a
number of the UK's foremost racecourses and Racecourse Investments
Limited) and Timeweave. AMRAC holds exclusive licences with 31
racecourses to broadcast pictures, audio and data from these
courses to licensed betting offices in the United Kingdom and
Republic of Ireland on its dedicated television channel,
TurfTV.
Introduction and trading update
The six months to 30(th) June 2011 saw a robust trading
performance which has been driven by AMRAC.
The Group's interest in its joint venture AMRAC is
proportionately consolidated in accordance with IAS31 'Interest in
Joint Ventures' such that 50% of AMRAC's revenues, costs and
balance sheet headings are included within the Group's consolidated
financial information. In 2010, the Group changed its year end to
31 December and reported a 13 month period to 31(st) December 2010
and its first half results were the 6 months to 31(st) May
2010.
Income statement
Revenue for the six months to 30(th) June 2011 was
GBP14.27million (6 months to 31(st) May 2010: GBP13.88 million)
which produced an operating profit before exceptional items of
GBP4.12million (2010: GBP4.45million). AMRAC's profit is seasonally
driven and the impact of the change of accounting period is that a
'like for like' comparative for operating profit would be to reduce
the prior period operating profit of GBP4.45 million to GBP3.95
million. Profit from continuing operations (after exceptional
items) was GBP2.86 million ( 2010: GBP3.06 million) before
exceptional items the profit from continuing operations was GBP3.26
million ( 2010:GBP3.61million).
Earnings per share from operations (basic and diluted) were 1.3p
(2010: 1.4p).
The exceptional administrative expenses of GBP392,000 (2010:
GBP550,000) relate principally to the early termination of the
Company's former Group Finance Director's employment contract, in
the prior period they related to compensatory payments for loss of
office to a Director of Timeweave plc and the Group's share for a
Director of Amalgamated Racing Limited.
Statement of Financial Position and Cashflows
At 30(th) June 2011, the Group had total cash and cash
equivalent balances of GBP28.5 million including GBP2.9 million
being its share of AMRAC's cash and cash equivalents and GBP2
million held in escrow against the warranties and indemnities given
in respect of the sale of Alphameric Solutions Limited (31 May
2010: GBP30.1 million including GBP4.6million being its share of
AMRAC's cash and cash equivalents).
AMRAC has a distribution of profits policy which results in
quarterly dividend payments to its shareholders. In July 2011,
Timeweave plc received a quarterly dividend from AMRAC of GBP1.4
million.
Acquisition of SportingWins
On 15(th) July 2011, the Company acquired all business, assets
and undertakings owned by SportingWins Limited as a going concern
for a nominal consideration. SportingWins writes financial
contracts, "hedging agreements " to cover financial risks of
corporate clients which are dependent on the results of
professional sports events. Since inception in October 2006, the
SportingWins business has signed contracts with over 40 clients
across 15 countries covering more than GBP100 million of risk.
The Board of Timeweave intends to grow and develop the
SportingWins Business. We have already completed our first
SportingWins transaction under Timeweave's ownership and are
progressing various opportunities in this market.
Disposal of Alphameric Solutions Limited "ASL"
On 31(st) May 2010, the disposal of ASL to Orbis Holdings
Limited ("Orbis"), a subsidiary of the NDS Group Limited, was
completed for a total gross consideration of GBP15.475 million. Of
the consideration, GBP2 million has been placed in an escrow
account to be utilised against eligible claims made by the acquirer
under the disposal agreement arising within 18 months from 31(st)
May 2010. In addition to the escrow account, an indemnity was
provided to the purchaser and ASL by Timeweave in respect of a
prior dispute with Matchbet Limited. Matchbet has now issued
proceedings against ASL regarding a Software Agreement signed
in.2006, and ASL has made a claim under the indemnity in the
disposal agreement. Pursuant to the disposal agreement, Timeweave
has conduct of the proceedings if an indemnity claim is made
against it. The Board, having taken the appropriate legal advice,
do not believe there is any substance to the claim by Matchbet and
is vigorously defending it.
Board Composition
On 28(th) February 2010 Alan Morcombe resigned as Chief
Executive of Timeweave.
In April 2011, David Craven joined the Company as Chief
Executive Officer. David was previously Managing Director of
Totepool and E-Gaming at the Tote and has extensive Gaming sector
experience having previously held senior roles with UK Betting plc
and Wembley plc. David has also held senior roles in media and
technology businesses including News Corp and UPC Chello.
In April 2011, Mike McLaren stood down as Group Finance Director
having spent 20 years with the Group. I would like to express my
thanks to Mike for his significant contribution to the Company.
After more than four years with Timeweave, I have informed the
Board of my intention to step down as Chairman and leave the Group.
Much has been achieved since my arrival in April 2007, with the
Group being substantially restructured, the disposal of the Group's
legacy businesses, the successful launch of Turf TV, a
significantly improved funding position and the arrival of a new
Board and CEO. With Timeweave now well positioned to pursue its
goals, I believe this is the right time for me to move on and I
wish the employees and my fellow Directors every success in the
future.
The Board, on behalf of all shareholders, registers its thanks
and appreciation to Peter for his dedication and services to the
Group during his tenure and for guiding the Company through the
weak financial environment and tough trading conditions.
The Board will review the position and update shareholders in
due course, regarding a successor to the Chairman.
Dividend
The Group will pay an ordinary interim dividend of 1.0p per
share (2010: 1.0p per share) on 5(th) October 2011 to shareholders
on the register on the 9(th) September 2011.
Outlook and Strategy
AMRAC continues to trade well and in line with our expectations,
albeit there are a number of well-publicised challenges facing the
industry.
Our Balance Sheet is strong and it remains the Board's intention
to utilise it to deliver a more diversified range of growth
opportunities for shareholders and where opportunities exist,
invest in the future growth potential within AMRAC. The new Board
is also focused on delivering a strategy to maximise investment
returns and is actively looking to develop the business.
Peter Bertram
26th August 2011
Forward Looking Statements
This document includes forward looking statements concerning
both the Group and AMRAC. Whilst these forward looking statements
are made in good faith they are based upon the information
available as at the date of this document and upon current
expectations, projections and assumptions about future events.
These forward looking statements are subject to risks,
uncertainties and assumptions about the Group and AMRAC and should
be treated with the appropriate degree of caution.
TIMEWEAVE PLC (FORMERLY ALPHAMERIC
PLC)
Condensed consolidated income
statement
For the six months ended 30 June 2011
Unaudited Unaudited
Six months Six months
Ended Ended
30 June 31 May
2011 2010
Note GBP'000 GBP'000
Revenue 14,271 13,884
--------------------------------------- ----- ------------- -------------
Operating profit 4,118 4,450
Exceptional items (392) (550)
Finance income 122 126
--------------------------------------- ----- ------------- -------------
Profit on ordinary activities from
continuing operations before
taxation 3,848 4,026
Tax charge on profit on ordinary
activities 4 (984) (964)
--------------------------------------- ----- ------------- -------------
Profit for the period from continuing
operations 2,864 3,062
Loss for the period from discontinued
operations 5 - (2,017)
--------------------------------------- ----- ------------- -------------
Profit for the period attributable to
equity holders of the parent 2,864 1,045
--------------------------------------- ----- ------------- -------------
Earnings per share 6
Basic and diluted earnings per share
from continuing operations 1.3 1.4
Basic and diluted (loss)/earnings per
share from discontinued operations - (0.9)
--------------------------------------- ----- ------------- -------------
Total basic and diluted earnings per
share 1.3 0.5
--------------------------------------- ----- ------------- -------------
The Group has no recognised income or expenses other than the
income and expenses above and therefore no separate statement of
recognised income and expense has been presented.
TIMEWEAVE PLC (FORMERLY ALPHAMERIC PLC)
Condensed consolidated statement of
financial position
As at 30 June 2011
Unaudited Unaudited Audited
30 June 31 May 31 December
2011 2010 2010
GBP'000 GBP'000 GBP'000
Non current assets
Intangible assets 54 324 140
Property, plant and equipment 2,114 2,640 2,213
Trade and other receivables 4,785 - 5,167
Deferred tax asset 4 21 4
---------- ---------- ------------
6,957 2,985 7,524
---------- ---------- ------------
Current assets
Trade and other receivables 4,501 12,497 8,513
Cash and cash equivalents 28,493 30,063 31,876
Assets included in disposal group
classified as held for sale 19 - 80
---------- ---------- ------------
33,013 42,560 40,469
---------- ---------- ------------
Total assets 39,970 45,545 47,993
---------- ---------- ------------
Current liabilities
Trade and other payables (10,330) (12,027) (16,733)
Current income tax liability (238) (1,412) (1,032)
Provision for liabilities - (301) -
Liabilities included in disposal group
classified as held for sale (333) - (322)
---------- ---------- ------------
(10,901) (13,740) (18,087)
Net current assets 22,112 28,820 22,382
Non current liabilities
Provisions for liabilities (331) (458) (425)
---------- ---------- ------------
Total liabilities (11,232) (14,198) (18,512)
Net assets 28,738 31,347 29,481
========== ========== ============
Equity attributable to equity holders
of the parent
Called up share capital 5,635 5,635 5,635
Special reserve 8,822 8,822 8,822
Retained earnings 14,281 16,890 15,024
---------- ---------- ------------
Total equity 28,738 31,347 29,481
========== ========== ============
TIMEWEAVE PLC (FORMERLY ALPHAMERIC PLC)
Condensed consolidated cash flow statement
For the six months ended 30 June 2011
Unaudited Unaudited Audited
13 months
6 months 6 months to
ended Ended 31 December
31 May
30 June 2011 2010 2010
GBP' 000 GBP' 000 GBP' 000
Net cash inflow/(outflow)
from operating activities
Cash (used in)/generated from
operations before exceptional
administrative expenses 1,414 (2,406) 5,795
Exceptional administrative
expenses (392) (550) (550)
-------------- ---------- -------------
Cash generated from/(used in)
operating activities 1,022 (2,956) 5,245
Taxation paid (900) - (399)
-------------- ---------- -------------
Net cash generated from/(used
in) operating activities 122 (2,956) 4,846
-------------- ---------- -------------
Cash flows from investing
activities
Interest received 122 126 260
Purchase of property, plant and
equipment (31) (636) (665)
Loan granted to joint venture - - (2,000)
Net proceeds on disposal of
discontinued operations - - 12,770
Cash disposed of with subsidiary
undertaking - 12,766 (5)
-------------- ---------- -------------
Net cash generated from investing
activities 91 12,256 10,360
-------------- ---------- -------------
Cash flows from financing
activities
Dividends paid to the Company's
shareholders (3,607) - (4,396)
Net cash used in financing
activities (3,607) - (4,396)
-------------- ---------- -------------
Decrease/Increase in cash and
cash equivalents in the period (3,394) 9,300 10,810
Cash and cash equivalents at
beginning of period 31,573 20,763 20,763
-------------- ---------- -------------
Cash and cash equivalents at end
of period 28,179 30,063 31,573
-------------- ---------- -------------
Comprising:
Bank overdraft included within
liabilities (314) - (303)
Cash and cash equivalents 28,493 30,063 31,876
-------------- ---------- -------------
28,179 30,063 31,573
-------------- ---------- -------------
Timeweave PLC (formerly Alphameric plc)
Condensed consolidated statement of changes
in equity
For the six months ended 30 June 2011
Merger
Share Relief Special Retained
capital Reserve reserve Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----- --- -------------- -------- -------- ---------- ----------- ----------
At 30 November 2009 5,635 1,320 8,822 14,525 30,302
Profit and total
recognised income and
expense for the period - - - 1,045 1,045
Cancellation of merger
relief reserve arising
from the disposal of the
Solutions business - (1,320) - 1,320 -
As at 31 May 2010 5,635 - 8,822 16,890 31,347
-------------------------- -------- -------- ---------- ----------- ----------
Profit and total
recognised income and
expense for the period - - - 2,530 2,530
Dividends paid - - - (4,396) (4,396)
As at 31 December 2010 5,635 - 8,822 15,024 29,481
-------------------------- -------- -------- ---------- ----------- ----------
Profit and total
recognised income and
expense for the period - - - 2,864 2,864
Dividends paid - - - (3,607) (3,607)
As at 30 June 2011 5,635 - 8,822 14,281 28,738
-------------------------- -------- -------- ---------- ----------- ----------
Notes to the Interim Financial Information
For the six months ended 30 June 2011
1. BASIS OF REPORTING
The interim financial information, does not constitute statutory
accounts within the meaning of section 434 of the Companies Act
2006.
The interim financial information for the period ended 30 June
2011 has been prepared in accordance with International Financial
Reporting Standards (IFRS) as described in the accounting policies
set out in the financial statements for the year ended 31 December
2010 and AIM rules. The interim financial information was approved
by a duly appointed and authorised Committee of the Board of
Directors on 25 August 2011.
The interim financial information for the period ended 30 June
2011 has not been audited or reviewed in accordance with
International Standard on Review Engagement 2410 issued by the
Auditing Practices Board.
The statutory accounts for the 13 month period to 31 December
2010 were prepared under International Financial Reporting
Standards and have been delivered to the Registrar of Companies.
The auditors' report on those accounts was not qualified and did
not contain statements under section 498(2) or (3) of the Companies
Act 2006.
2. SEGMENTAL REPORTING
The Board considers there to be only one operating segment,
being the joint venture company, Amalgamated Racing Limited
(AMRAC). All Plc costs have been included within the segment.
3. EXCEPTIONAL ADMINISTRATIVE EXPENSES
The exceptional administrative expenses of GBP392,000 (2009:
GBP550,000) relate principally to the early termination of the
Company's former Group Finance Director's employment contract.
(2009: compensatory payments for loss of office to a Director of
Timeweave plc and the Group's share for a Director of Amalgamated
Racing Limited).
4. INCOME TAX EXPENSE
Tax has been charged at 27% (2010: 28 %), being the expected tax
rate for the results for the full year.
5. RESULTS OF DISCONTINUED OPERATIONS
On 31 May 2010, the Group disposed of its wholly owned
subsidiary, Alphameric Solutions Limited.
The carrying amount of the disposal group at the date of
disposal was as follows:
GBP'000
Property, plant and equipment 1,697
Deferred taxation 1,762
Inventories 4,201
Trade and other receivables 4,601
Cash and cash equivalents 5
Trade and other payables (3,880)
--------
Net assets disposed of 8,386
--------
Total consideration received 15,475
Disposal costs (2,704)
Net assets disposed of (8,386)
--------
Profit on disposal 4,385
Loss after tax on discontinued operations (842)
Impairment of goodwill (5,560)
--------
Loss from discontinued operations (2,017)
--------
Consideration received net of transaction
costs 12,771
Cash and cash equivalents disposed of (5)
--------
12,766
------------------------------------------- --------
In the results for the six months to 31 May 2010, a single
amount is shown on the face of the consolidated income statement
comprising the post-tax result of discontinued operations.
6. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit
attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the period.
Weighted average number of
Profit shares Per share
GBP'000 'm p
Six months ended 30 June
2011
Basic and diluted earnings
per share - continuing
operations 2,864 225.4 1.3
---------------------------- ------- ---------------------------- ---------
Basic and diluted loss per
share - discontinued
operations - 225.4 -
---------------------------- ------- ---------------------------- ---------
Total basic and diluted
earnings per share 2,864 225.4 1.3
---------------------------- ------- ---------------------------- ---------
Profit/ Weighted average number of
(loss) shares Per share
GBP'000 'm p
Six months ended 31 May 2010
Basic and diluted earnings
per share - continuing
operations 3,062 225.4 1.4
---------------------------- ------- ---------------------------- ---------
Basic and diluted loss per
share - discontinued
operations (2,017) 225.4 (0.9)
---------------------------- ------- ---------------------------- ---------
Total basic and diluted
earnings per share 1,045 225.4 0.5
---------------------------- ------- ---------------------------- ---------
7. RELATED PARTIES
Transactions between the company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note. There have been no other related party
transactions in the period.
8. CIRCULATION TO SHAREHOLDERS
A copy of the interim financial information will be posted to
all shareholders of the Company and further copies will be
available from the Company's Registered Office at Lacon House, 84
Theobalds Road, London, WC1X 8RW.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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