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Aeorema Communications Plc   -  AEO   

Final Results

Released 07:00 30-Sep-2019

RNS Number : 0323O
Aeorema Communications Plc
30 September 2019
 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").  With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

Aeorema Communications plc / Index: AIM / Epic: AEO / Sector: Media

 

30 September 2019

 

Aeorema Communications plc ("Aeorema", the "Company" or the "Group")

 

Final Results

 

Aeorema Communications plc, the AIM-traded live events agency, announces its audited results for the year ended 30 June 2019.  The Company's annual general meeting ("AGM") is expected to be held in mid-November and a separate announcement will be made in due course to confirm postage of the Annual Report and Accounts for the year ended 30 June 2019 and the notice of AGM to shareholders, as well as availability of the documents on the Company's website www.aeorema.com

 

Financial Highlights

·    Revenues of £6,765,280, a year-on-year increase of 40% (2018: £4,820,167)

·    Profit before exceptional items of £374,399, a year-on-year increase of 29% (2018: £289,650)

·    £nil exceptional items (2018: £231,357) resulting in profit after tax of £288,323 (2018: £50,405)

·    Maintained strong cash position with £2.2 million in the bank (as at 30 June 2019)

·    Proposed final dividend payment of 1p (2018: 0.75p)

 

Operational Highlights

·    Aeorema reinforced its position as a market leader in the execution of creative and differentiated live events

·    Events included annual partner conferences, a leadership event and several events at Cannes Lions Festival

·    New client wins include a leading global law firm, several technology firms and an established confectionery brand

·    Further key appointments made in the period to further enhance the Company and its offering

 

The Board has agreed that Steve Quah and Andrew Harvey's titles should change from Joint Managing Directors to Chief Executive Officer and Managing Director, with immediate effect, in order to better reflect their roles within the business.

 

For further information visit www.aeorema.com or contact:

Mike Hale

Aeorema Communications plc

Tel: +44 (0) 20 7291 0444

John Depasquale / Liz Kirchner

Allenby Capital Limited (Nominated Adviser and Broker)

Tel: +44 (0)20 3328 5656

Gaby Jenner / Catherine Leftley

St Brides Partners Ltd    

Tel: +44 (0) 20 7236 1177

 

Chairman's Statement

In the first full year under new management, I am pleased to report a strong financial performance for the financial year ended 30 June 2019. Revenue has increased 40% to £6,765,280 (2018: £4,820,167) and the Group has increased profitability reporting an operating profit pre-exceptional items of £374,399 representing a 29% increase on 2018 (2018: £289,650) and profit before taxation of £375,010 (2018: £58,685). The Group's cash position remains robust at £2.2 million (2018: £1.4 million). The profitability and the maintained cash position of the Group has led to the Board to propose a full year dividend of 1.0 pence per share (2018: 0.75 pence) to be paid to shareholders on the register on 22 November 2019. The ex-dividend date will be 21 November 2019. Subject to the proposed dividend being approved by shareholders at the forthcoming AGM, it will be paid on 16 December 2019.  

 

The Group reinforced its strong market reputation for execution of creative and differentiated live events through the successful delivery of several noteworthy events.  This includes four client projects delivered at the Cannes Lions International Festival of Creativity including a stand-out event hosted on behalf of a global business-focussed media company that attracted high praise across the event. I am also proud of the smaller scale corporate events successfully undertaken including partner meetings for a global law firm organised in the United States and an innovative, unique event hosted at the Bristol waterfront in outdoor, temporary venues. Further to this, a highly successful senior management event was completed for a new client in London operating within the technology and manufacturing sector. The Group has made additional key executive appointments during the year with a view to maintaining and expanding client relationships.

 

Whilst the Group has delivered an unusually high number of low profit margin events during the year, new events to be delivered in 2020 are expected to have higher gross profit margins. Despite this, the Group has delivered a highly successful and profitable year. The Group is also continuing to invest in new hires with the aim of reducing its use of freelancers.  

 

We are pleased with the ongoing development and contributions made by our film production and experiential businesses. The Group produced a variety of award nominated films during the year which continued to showcase the Group's creativity. The Group has recently appointed a new Director of Client Partnerships, Andrew Zanelli-King, who is responsible for growing the film business. Andrew has a proven track record of helping film businesses expand at various companies and has an established network of contacts within the industry. The experiential business continues to grow with several small events delivered during the year.

 

Outlook

 

Focus remains on sustaining client relationships and effective client acquisition to ensure that a robust pipeline of business is in place. To this end, I am confident of future growth having already secured new client wins in the current financial year including a leading global law firm, a number within the technology sector and a high-profile, established confectionery brand. Another upcoming highlight is set to be the execution of an extraordinary event at MIPCOM in Cannes, an annual trade show for entertainment content, in October for a global media brand.

 

We continue to invest in the Group and its success through making key appointments and view this as integral to the creation of a dividend-paying, financially healthy business operating at the forefront of the industry. Committed to the continued growth of the Group, we continue to assess potentially value accretive, complementary opportunities as they are presented to the Group. To maintain a reputation for executing highly creative live events it is important that innovation remains at the core of what we do. Therefore, in line with this, we strive to remain dynamic and adaptive to changes within the industry. 

 

It is testament to the strength of Aeorema's core business and established relationships that we have been able to successfully advance our strategy of enhancing the offering that we can provide our clients during the financial year. The notable increase in revenue and profit reported in the period validates this strategy and provides confidence for the Board as we continue to look to ways to grow and improve your Group, with margins maintained at an acceptable level.

 

Finally, I would like to take the opportunity to thank all employees for their hard work and commitment, as well as our shareholders for their continued support.

 

 

 

M Hale

Chairman

27 September 2019

 



 

Chief Executive Officer's Report

It's been another outstanding year and I am incredibly proud of what our operating business, Cheerful Twentyfirst, has achieved. Our talented and dedicated team has once again raised the bar for our wonderful clients who continue to trust us to deliver game changing live events, brand experiences and impactful on-screen content.

 

I look forward to fulfilling my new role as CEO, developing and delivering the overall vision of the Company. Andrew Harvey will remain in the role of Managing Director and oversee all operational elements of the business. We will both continue to play important roles in developing key accounts and winning new business, and we now have an amazing senior team that will continue to grow the business.

 

There have been so many highlights in the last financial year. Our reputation continues to grow at the Cannes Lions International Festival of Creativity. This year we delivered a record number of projects for our clients, including a project which was widely regarded as one of the best brand activations ever conceived and delivered in Cannes.

 

As part of our growth strategy I am delighted that we have taken our unique Cannes experience into MIPCOM Cannes for the first time. In October 2019 we will be delivering an unimaginable brand activation for a global media client with the world watching! It's a 3-year project which encapsulates the ambition, creativity and pure guts of our Company.

 

Our delivery in the world of Trade Marketing and B2B events was further enhanced this year at DMEXCO, MWC and SIBOS. With the support of our new key hires over the last 18 months we continue to expand in this exciting space and significantly add new recurring revenue streams to our business.

 

Once again, we continue to grow our reputation within the senior leadership conference space, and we have recently won four new clients for the year ahead within professional services, law, confectionery and tech. Although budgets remain competitive, clients are still looking for that unique creative and robust delivery that we are trusted and known for - game changing events.

 

We have also seen growth for the second consecutive year within our Moving Image division. Content plays such a critical role in what we do, and we are committed to growing this part of the business dramatically over the coming years. To support this ambition, we have hired Client Partnerships Director Andrew Zanelli-King, who has an enviable reputation in our industry with a fantastic track record of success and we can't wait to see the effect he has on Cheerful Twentyfirst.

 

All this is further underpinned by us moving up 13 places in the C&IT UKs Top 50 agency 2019 list. I look forward to building on this success in 2020.

 

All this would not have been achieved without our amazing team, our great clients and our committed investors - thank you.

 

 

 

S Quah                                                                 

CEO       

27 September 2019

 

 

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2019


Notes

2019

2018



£ 

£ 





Continuing operations




 

Revenue

2

6,765,280

4,820,167

Cost of sales


(4,584,117)

(3,033,514)

Gross profit


2,181,163

1,786,653

Administrative expenses


(1,806,764)

(1,497,003)

 

Operating profit pre-exceptional items

3

374,399

289,650

Exceptional items

4

-

(231,357)

Operating profit post exceptional items


374,399

58,293

Finance income

5

611

392

Profit before taxation


375,010

58,685

Taxation

6

(86,687)

(8,280)

Profit and total comprehensive income for the year attributable to owners of the parent


288,323

50,405

 

Profit per ordinary share:




 

Total basic earnings per share

 

9

3.18571p

0.55693p

Total diluted earnings per share

9

3.14129p

0.53906p


There were no other comprehensive income items.


The notes are an integral part of these financial statements.

               



 

Statement of Financial Position

As at 30 June 2019


Notes

Group

 

Company

 



2019

2018

2019

2018



£

£

£

£

Non-current assets






Intangible assets

10

365,154

365,154

-

-

Property, plant and equipment

11

58,071

37,044

-

-

Deferred taxation

7

-

2,254

-

-

Investments in subsidiaries

12

-

-

614,751

580,490

Total non-current assets


423,225

404,452

614,751

580,490

Current assets






Trade and other receivables

13

1,612,345

1,106,292

977,427

995,874

Cash and cash equivalents

14

2,211,161

1,437,904

3,606

-

Total current assets


3,823,506

2,544,196

981,033

995,874

Total assets


4,246,731

2,948,648

1,595,784

1,576,364







Current liabilities






Bank loans and overdrafts

16

-

(1,590)

-

(1,590)

Trade and other payables

15

(2,247,214)

(1,274,979)

(88,397)

(102,647)

Current tax payable


(74,616)

(9,412)

-

-

Total current liabilities


(2,321,830)

(1,285,981)

(88,397)

(104,237)

Non-current liabilities






Deferred taxation

7

(7,529)

-

-

-

Total non-current liabilities


(7,529)

-

-

-

Total liabilities


(2,329,359)

-

-

-







Net assets


1,917,372

1,662,667

1,507,387

1,472,127







Equity






Share capital

17

1,131,313

1,131,313

1,131,313

1,131,313

Share premium


7,063

7,063

7,063

7,063

Merger reserve


16,650

16,650

16,650

16,650

Other reserve


34,261

-

34,261

-

Capital redemption reserve


257,812

257,812

257,812

257,812

Retained earnings


470,273

249,829

60,288

59,289

Equity attributable to owners of the parent


1,917,372

1,662,667

1,507,387

1,472,127

 

The notes are an integral part of these financial statements.

The profit for the financial year of the holding company was £68,878 (loss in 2018: £176,778).



 

Consolidated Statement of Changes in Equity

For the year ended 30 June 2019

Group

Share capital

Share premium

Merger reserve

Other reserve

Capital redemption reserve

Retained earnings

Total equity


£

£

£

£

£

£

£

At 1 July 2017

1,131,313

7,063

16,650

-

257,812

244,677

1,657,515

 

Comprehensive income for the year, net of tax

-

-

-

-

-

50,405

50,405

Dividends paid

-

-

-

-

-

(45,253)

(45,253)

At 30 June 2018

1,131,313

7,063

16,650

-

257,812

249,829

1,662,667

 

Comprehensive income for the year, net of tax

-

-

-

-

-

288,323

288,323

Dividends paid

-

-

-

-

-

(67,879)

(67,879)

Share-based payment

-

-

-

34,261

-

-

34,261

At 30 June 2019

1,131,313

7,063

16,650

34,261

257,812

470,273

1,917,372

 

Share premium represents the value of shares issued in excess of their list price.

 

In accordance with section 612 of the Companies Act 2006, the premium on ordinary shares issued in relation to acquisitions is recorded as a merger reserve. The reserve is not distributable.

 

Other reserve represents equity settled share-based employee remuneration, as detailed in note 21.

 

Capital redemption reserve represents a statutory non-distributable reserve into which amounts are transferred following redemption or purchase of a company's own shares.

 

The notes are an integral part of these financial statements.



 

Company Statement of Changes in Equity

For the year ended 30 June 2019

Company

Share capital

Share premium

Merger reserve

 

Other reserve

Capital redemption reserve

Retained earnings

Total equity


£

£

£

£

£

£

£

At 1 July 2017

1,131,313

7,063

16,650

 

-

257,812

281,320

1,694,158

Comprehensive income for the year, net of tax

-

-

-

 

-

-

(176,778)

(176,778)

Dividends paid

-

-

-

 

-

-

(45,253)

(45,253)

At 30 June 2018

1,131,313

7,063

16,650

 

-

257,812

59,289

1,472,127

 

Comprehensive income for the year, net of tax

-

-

-

 

 

-

-

68,878

68,878

Dividends paid

-

-

-

 

-

-

(67,879)

(67,879)

Share-based payment

-

-

-

34,261

-

-

34,261

At 30 June 2019

1,131,313

7,063

16,650

 

34,261

257,812

60,288

1,507,387

 

Share premium represents the value of shares issued in excess of their list price.

 

In accordance with section 612 of the Companies Act 2006, the premium on ordinary shares issued in relation to acquisitions is recorded as a merger reserve. The reserve is not distributable.

 

Other reserve represents equity settled share-based employee remuneration, as detailed in note 21.

 

Capital redemption reserve represents a statutory non-distributable reserve into which amounts are transferred following redemption or purchase of a company's own shares.

 

The notes are an integral part of these financial statements.



 

Statement of Cash Flows

For the year ended 30 June 2019


Notes

Group

 

Company

 



2019

2018

2019

2018



£

£

£

£

Net cash flow from operating activities

23

890,846

(389,918)

(126,930)

(415,534)







Cash flows from investing activities






Finance income

5

611

392

5

17

Purchase of property, plant and equipment

11

(48,731)

(26,119)

-

-

Dividends received by the Company


-

-

200,000

-

Cash (used) / generated in investing activities


(48,120)

(25,727)

200,005

17







Cash flows from financing activities






Dividends paid to owners of the Company


(67,879)

(45,253)

(67,879)

(45,253)

Cash used in financing activities


(67,879)

(45,253)

(67,879)

(45,253)







Net increase / (decrease) in cash and cash equivalents


774,847

(460,898)

5,196

(460,770)

Cash and cash equivalents at beginning of year


1,436,314

1,897,212

(1,590)

459,180

Cash and cash equivalents at end of year


2,211,161

1,436,314

3,606

(1,590)

 

Cash and cash equivalents

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of the Statement of Financial Position amounts:


Notes

Group

 

Company

 



2019

2018

2019

2018



£

£

£

£

Cash and cash equivalents

14

2,211,161

1,437,904

3,606

-

Bank overdraft

16

-

(1,590)

-

(1,590)



2,211,161

1,436,314

3,606

(1,590)

 

The notes are an integral part of these financial statements.



 

Notes to the consolidated financial statements

For the year ended 30 June 2019

1 Accounting policies

Aeorema Communications plc is a public limited company incorporated in the United Kingdom and registered in England and Wales. The Company is domiciled in the United Kingdom and its principal place of business is Moray House, 23/31 Great Titchfield Street, London, W1W 7PA. The Company's Ordinary Shares are traded on the AIM Market.

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

The presentation currency is £ sterling.

Going concern

The Group's business activities, together with the factors likely to affect its future development and performance are set out in the review of business contained in the Chairman's Statement. The Group's financial statements show details of its financial position including, in note 24, details of its financial instruments and exposure to risk.

After reviewing the Group's budget for the next financial year, other medium term plans and considering the risks outlined in note 24, the Directors, at the time of approving the financial statements, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and have therefore used the going concern basis in preparing the financial statements.

Basis of preparation

The Group's financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The following new standards, amendments to standards and interpretations have been applied for the first time from 1 July 2018. Their adoption has not had a material impact on the financial statements:

 

·    IFRS 9 'Financial Instruments', effective 1 January 2018;

·    IFRS 15 'Revenue for Contracts with Customers', effective 1 January 2018;

·    IFRS 2 'Classification and Measurement of Share-Based Payment Transactions', effective 1 January 2018.

 

Future standards in place but not yet effective

 

No new standards, amendments or interpretations to existing standards that have been published and that are mandatory for the Group's accounting periods beginning on or after 1 July 2019 have been adopted early.

The following standards and amendments are not yet applied at the date of authorisation of these financial statements:

 

·    IFRS  16 - Leases (effective 1 January 2019);

·    Annual Improvements to IFRS Standards 2015 - 2017 Cycle (effective 1 January 2019);

·    IAS 12 - Income taxes (effective 1 January 2019);

·    Definition of Material (Amendments to IAS 1 and IAS 8) (effective 1 January 2020); and

·    Definition of a Business (Amendments to IFRS 3) (effective 1 January 2020).

 

The Group does not believe that there would have been a material impact on the financial statements from early adoption of these standards / interpretations.

Basis of consolidation

The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to 30 June 2019. Subsidiaries are all entities (including structured entities) over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are consolidated until the date that control ceases.

Intra-group transactions, balances and unrealised gains and losses on transactions between group companies are eliminated.

The merger reserve is used where more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, thereby attracting merger relief under the Companies Act 2006.

Revenue

Revenue represents amounts (excluding value added tax) derived from the provision of services to third party customers in the course of the Group's ordinary activities. 

 

As a result of providing these services, the Group may from time to time receive commissions from other third parties.  These commissions are included within revenue on the same basis as that arising from the contract with the underlying third party customer.

 

The revenue and profits recognised in any period are based on the satisfaction of performance obligations and an assessment of when control is transferred to the customer.

 

For most contracts with customers, there is a single distinct performance obligation and revenue is recognised when the event has taken place or control of the content or video has been transferred to the customer.

 

Where a contract contains more than one distinct performance obligation (multiple film productions, or a project involving both build construction and event production) revenue is recognised as each performance obligation is satisfied.

 

The transaction price is substantially agreed at outset of the contract, along with a project brief and payment schedule (full payment in arrears for smaller contracts; part payment(s) in advance and final payment in arrears for significant contracts).

 

Due to the detailed nature of project briefs agreed in advance for significant contracts, management do not consider that significant estimates or judgements are required to distinguish the performance obligation(s) within a contract.

 

For contracts to prepare multiple film productions, the transaction price is allocated to constituent performance obligations using an output method in line with agreements with the customer.

 

For other contracts with multiple performance obligations, management's judgement is required to allocate the transaction price for the contract to constituent performance obligations using an input method using detailed budgets which are prepared at outset and subsequently revised for actual costs incurred and any changes to costs expected to be incurred.

 

The Group does not consider any disaggregation of revenue from contracts with customers necessary to depict how the nature, amount, timing and uncertainty of the Group 's revenue and cash flows are affected by economic factors.

 

Where payments made are greater than the revenue recognised at the reporting date, the Group recognises deferred income (a contract liability) for this difference.  Where payments made are less than the revenue recognised at the reporting date, the Group recognises accrued income (a contract asset) for this difference.

 

A receivable is recognised in relation to a contract for amounts invoiced, as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

 

At each reporting date, the Group assesses whether there is any indication that accrued income assets may be impaired by assessing whether it is possible that a revenue reversal will occur.  Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount.  Where the carrying value of an assets exceeds its recoverable amount, the asset is considered impaired and is written down to is recoverable amount.

 

Intangible assets - goodwill

All business combinations are accounted for by applying the acquisition method. Goodwill acquired represents the excess of the fair value of the consideration and associated costs over the fair value of the identifiable net assets acquired.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. At the date of acquisition, the goodwill is allocated to cash generating units, usually at business segment level or statutory company level as the case may be, for the purpose of impairment testing and is tested at least annually for impairment. On subsequent disposal or termination of a business acquired, the profit or loss on termination is calculated after charging the carrying value of any related goodwill.

Property, plant and equipment

Property, plant and equipment is stated in the financial statements at cost less accumulated depreciation and any impairment value. Depreciation is provided to write off the cost less estimated residual value of property, plant and equipment over its expected useful life (which is reviewed at least at each financial year end), as follows:

 

Leasehold land and buildings

 

Straight line over the life of the lease (three years)

 

Fixtures, fittings and equipment

Straight line over four years

 

Any gain or loss arising on the derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Comprehensive Income in the year that the asset is derecognised.

Fully depreciated assets still in use are retained in the financial statements.

 

 

Impairment

The carrying amounts of the Group's assets are reviewed at each period end to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amount is estimated. For goodwill and intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each annual period end date and whenever there is an indication of impairment.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Statement of Comprehensive Income in those expense categories consistent with the function of the impaired asset.

Operating leases

Rentals under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the period of the lease.

The Group leases office facilities under operating leases. The lease typically runs for a period of 5 years, with a break cause in year 3. The Group is restricted from entering into any sub-lease arrangements.

Investments

Fixed asset investments are stated at cost less provision for diminution in value.

Trade and other receivables

Trade and other receivables are stated initially at fair value and subsequently measured at amortised cost less any provision for impairment.

Trade and other payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost.

Cash and cash equivalents

Cash comprises, for the purpose of the Statement of Cash Flows, cash in hand and deposits payable on demand. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. Cash equivalents normally have a date of maturity of 3 months or less from the acquisition date.

Bank loans and overdrafts comprise amounts due on demand.

Finance income

Finance income consists of interest receivable on funds invested. It is recognised in the Statement of Comprehensive Income as it accrues.

Taxation

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; the differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised. Deferred tax assets and liabilities are not discounted.

Pension costs

The Group operates a pension scheme for its employees. It also makes contributions to the private pension arrangements of certain employees. These arrangements are of the money purchase type and the amount charged to the Statement of Comprehensive Income represents the contributions payable by the Group for the period.

Financial instruments

The Group does not enter into derivative transactions and does not trade in financial instruments. Financial assets and liabilities are recognised on the Statement of Financial Position when the Group becomes a party to the contractual provision of the instrument.

Equity

An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. The Group's equity instruments comprise 'share capital' in the Statement of Financial Position.

Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the end of the reporting period. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the Statement of Comprehensive Income.

Share-based awards

The Group issues equity settled payments to certain employees. Equity settled share based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant.

The fair value is estimated using option pricing models and is dependent on factors such as the exercise price, expected volatility, option price and risk free interest rate. The fair value is then amortised through the Statement of Comprehensive Income on a straight-line basis over the vesting period. Expected volatility is determined based on the historical share price volatility for the Company. Further information is given in note 21 to the financial statements.

Exceptional items

Exceptional items are one off, material items outside the normal course of business which are not related to the Group's trading activities.

Significant judgements and estimates

The preparation of the Group's financial statements in conforming with IFRS required management to make judgements, estimates and assumptions that effect the application of policies and reported amounts in the financial statements. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances. Information about such judgements and estimation is contained in the accounting policies and / or notes to the financial statements. There are no critical judgements that the directors have made in the process of applying the Group's accounting policies.

2 Revenue and segment information

The Group uses several factors in identifying and analysing reportable segments, including the basis of organisation, such as differences in products and geographical areas. The Board of directors, being the Chief Operating Decision Makers, have determined that for the year ending 30 June 2019 there is only a single reportable segment.

All revenue represents sales to external customers. Five customers (2018: four) are defined as major customers by revenue, contributing more than 10% of the Group revenue.

 

2019

2018

 

£

£

Customer One

1,342,594

617,576

Customer Two

951,189

886,981

Customer Three

905,578

-

Customer Four

794,599

493,766

Customer Five

778,834

-

Major customers in the current year

4,772,794

1,998,323

Major customers in prior year

 

1,114,846

 

 

3,113,169

 

 

The geographical analysis of revenue from continuing operations by geographical location of customer is as follows:

Geographical market

2019

2018

2019

2018

2019

2018

2019

2018

 

UK

UK

Europe

Europe

Rest of the World

Rest of the World

Total

Total

 

£

£

£

£

£

£

£

£

 

Revenue

6,693,163

4,774,107

61,764

31,531

10,353

14,529

6,765,280

4,820,167

 

 

 

2019

2018

 

£

£

Revenue from contracts with customers

6,696,305 

4,786,777

Other revenue

68,975

33,390

Total revenue

 

 

6,765,280

4,820,167

 

 

 

 

Contract assets and liabilities from contracts with customers have been recognised as follows:

 

 

2019

2018

 

£

£

Deferred income

333,305

40,278

Accrued income

245,989

252,111

 

Deferred income at the beginning of the period has been recognised as revenue during the period.

3 Operating profit

Operating profit is stated after charging or crediting:

2019

2018

 

£

£

Cost of sales

 

 

Depreciation of fixtures, fittings and equipment

21,525

15,327

Administrative expenses

 

 

Depreciation of leasehold, land and building

-

5,089

Loss on foreign exchange differences

9,229

6,902

Fees payable to the Company's auditor in respect of:

 

 

   Audit of the Company's annual accounts

6,000

7,500

   Audit of the Company's subsidiaries

17,000

21,000

Staff costs (see note 20)

1,221,559

1,081,153

Operating leases - land and buildings

91,000

91,000

 

4 Exceptional items

Items that are material either because of their size or their nature, or that are non-recurring, are considered as exceptional. During the year, the Group incurred expenditure totalling £nil (2018: £231,357 in relation to the departure of its two founders, Peter Litten and Gary Fitzpatrick, from the Board of directors). This cost has been included in the consolidated Statement of Comprehensive Income as an operating exceptional cost.

 

5 Finance income

Finance income

2019

2018

 

£

£

Bank interest received

611

392



6 Taxation

 

2019

2018

 

£

£

The tax charge comprises:

 

 

 

 

 

Current tax

 

 

 

Prior period adjustment

2,288

(1,739)

Current year

74,616

9,412

 

 

 

 

76,904

7,673

Deferred tax (see note 7)

 

 

Current year

9,783

607

 

9,783

607

 

 

 

Total tax charge in the statement of comprehensive income

86,687

8,280

Factors affecting the tax charge for the year

 

 

Profit on ordinary activities before taxation from continuing operations

375,010

58,685

Profit on ordinary activities before taxation multiplied by standard rate

 

 

of UK corporation tax of 19% (2018: 19%)

71,252

11,150

Effects of:

 

 

Non-deductible expenses

13,147

(1,131)

Prior period adjustment

2,288

(1,739)

 

 

 

 

15,435

(2,870)

Total tax charge

86,687

8,280

 

The Group has estimated losses of £375,762 (2018: £375,762) available to carry forward against future trading profits. These losses are in Aeorema Communications plc which is not currently making taxable profits as all trading is undertaken by its subsidiary Aeorema Limited, therefore no deferred tax asset has been recognised.

 

7 Deferred taxation

 

2019

2018

 

£

£

Property, plant and equipment temporary differences

(8,555)

(4,016)

Temporary differences

1,026

6,270

 

(7,529)

2,254

At 1 July

2,254

2,861

Transfer to Statement of Comprehensive Income

(9,783)

(607)

At 30 June

(7,529)

2,254

 

8 Profit attributable to members of the parent company

As permitted by section 408 of the Companies Act 2006, the parent Company's Statement of Comprehensive Income has not been included in these financial statements.

 

9 Earnings per ordinary share

Basic earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the year.

 

Diluted earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

 

The following reflects the income and share data used and dilutive earnings per share computations:

 

 

2019

2018

 

£

£

Basic earnings per share

 

 

Profit for the year attributable to owners of the Company

288,323

50,405

 

 

 

Basic weighted average number of shares

9,050,500

9,050,500

 

Dilutive potential ordinary shares:
Employee share options

127,987

300,000

Diluted weighted average number of shares

9,178,487

9,350,500

 

10 Intangible fixed assets

Group

Goodwill

 

£

Cost

 

At 1 July 2017

2,728,292

At 30 June 2018

2,728,292

At 30 June 2019

2,728,292

Impairment and amortisation

 

At 1 July 2017

2,363,138

At 30 June 2018

2,363,138

At 30 June 2019

2,363,138

Net book value

 

At 1 July 2017

365,154

At 30 June 2018

365,154

At 30 June 2019

365,154

 

Goodwill arose for the Group on consolidation of its subsidiary company, Aeorema Limited.

 

Impairment - Aeorema Limited

 

Goodwill has previously been tested for impairment based on its future value in use resulting in the carrying value above.  The future value was calculated on a discounted cash flow basis using the 2018-19 budgeted figures as approved by the Board of directors, extended in perpetuity to calculate the terminal value and discounted at a rate of 10%.  It was assumed that future growth would be between 1.5% and 2%.  Since then, the assets and liabilities of the Group relating to the goodwill have, together with the profit of the same, increased and it is unlikely that an updated calculation would result in a further impairment of goodwill. Consequently, the annual impairment test has been completed by reference to previous calculations.

 

11 Property, plant and equipment

Group

Leasehold land

Fixtures, fittings

Total

 

and buildings

and equipment

 

 

£

£

£

Cost

 

 

 

At 1 July 2017

58,536

95,052

153,588

Additions

-

26,119

26,119

Disposals

-

(2,141)

(2,141)

At 30 June 2018

58,536

119,030

177,566

Additions

-

48,731

48,731

Disposals

-

(29,112)

(29,112)

At 30 June 2019

58,536

138,649

197,185

 

 

Depreciation

 

 

 

 

At 1 July 2017

53,447

68,800

122,247

Charge for the year

5,089

15,327

20,416

Eliminated on disposal

-

(2,141)

(2,141)

 

At 30 June 2018

58,536

81,986

140,522

Charge for the year

-

21,525

21,525

Eliminated on disposal

-

(22,933)

(22,933)

 

At 30 June 2019

58,536

80,578

139,114

Net book value

 

 

 

At 1 July 2017

5,089

26,252

31,341

At 30 June 2018

-

37,044

37,044

At 30 June 2019

-

58,071

58,071

 

12 Non-current assets - Investments

Company

Shares in subsidiary

 

£

Cost

 

At 1 July 2017

3,274,703

At 30 June 2018

3,274,703

 

Increase in respect of share-based payments

34,261

At 30 June 2019

3,308,964

Provision

 

At 1 July 2017

2,694,213

At 30 June 2018

2,694,213

At 30 June 2019

2,694,213

Net book value

 

At 1 July 2017

580,490

At 30 June 2018

580,490

At 30 June 2019

614,751

 

Holdings of more than 20%

The Company holds more than 20% of the share capital of the following companies:

Subsidiary undertakings

Country of

Shares held

 

 

registration

 

 

 

or incorporation

Class

%

Aeorema Limited

England and Wales

Ordinary

100

Twentyfirst Limited (Dormant)

England and Wales

Ordinary

100

 

The registered address of Aeorema Limited and Twentyfirst Limited is 64 New Cavendish Street, London, W1G 8TB.

 

 

 

 

 

 

 

13 Trade and other receivables

 

Group

Company

 

2019

2018

2019

2018

 

£

£

£

£

Trade receivables

1,156,689

693,725

-

-

Related party receivables

-

-

960,063

981,850

Other receivables

38,280

25,870

4,910

4,718

Prepayments and accrued income

417,376

386,697

12,454

9,306

 

1,612,345

1,106,292

977,427

995,874


All trade and other receivables are expected to be recovered within 12 months of the end of the reporting period. The fair value of trade and other receivables is the same as the carrying values shown above.

At the year end, trade receivables of £32,616 (2018: £34,324) were past due but not impaired. These relate to a number of customers for whom there is no significant change in credit quality and the amounts are still considered recoverable. The ageing of these trade receivables is as follows

 

Group

 

2019

2018

 

£

£

Less than 90 days overdue

9,339

-

More than 90 days overdue

23,277

34,324

 

32,616

34,324

 

14 Cash at bank and in hand

 

Group

Company

 

2019

2018

2019

2018

 

£

£

£

£

Bank balances

2,211,161

1,437,904

3,606

-

 

2,211,161

1,437,904

3,606

-

 



15 Trade and other payables

 

Group

Company

 

2019

2018

2019

2018

 

£

£

£

£

Trade payables

1,258,646

736,442

7,043

13,257

Related party payables

-

-

67,355

67,355

Taxes and social security costs

388,869

220,825

-

-

Other payables

59,677

1,541

-

-

Accruals and deferred income

540,022

316,171

13,999

22,035

 

2,247,214

1,274,979

88,397

102,647

 

All trade and other payables are expected to be settled within 12 months of the end of the reporting period. The fair value of trade and other payables is the same as the carrying values shown above.

 

16 Loans

An analysis of the maturity of loans is given below:

 

Group

Company

 

2019

2018

2019

2018

 

£

£

£

£

Amounts falling due within one year or on demand:

 

 

 

 

Bank overdrafts

-

1,590

-

1,590

 

-

1,590

-

1,590

 

 

17 Share capital

 

2019

2018

 

£

£

Authorised

 

 

28,000,000 Ordinary shares of 12.5p each

3,500,000

3,500,000

 

 

 

 

 

 

Allotted, called up and fully paid

Number 

Ordinary shares 

 

 

£

At 1 July 2017

9,050,500

1,131,313

At 30 June 2018

9,050,500

1,131,313

At 30 June 2019

9,050,500

1,131,313

 

Holders of these shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the company.

 

See note 21 for details of share options outstanding.

 

 

 

 

18 Financial commitments

Total future minimum lease payments under non-cancellable operating lease rentals are payable as follows:

Group

Land and Buildings

Other

 

2019

2018

2019

2018

 

£

£

£

£

15,167

91,000

987

-

Later than one year and not later than five years

-

15,167

4,111

-

Total

15,167

106,167

5,098

-

 

19 Directors' emoluments

 

Salary, fees, bonuses and benefits in kind

Salary, fees, bonuses and benefits in kind

Pensions

Pensions

Compensation for loss of office

Compensation for loss of office

Total

Total

 

2019

2018

2019

2018

2019

2018

2019

2018

 

£

£

£

£

£

£

£

£

P Litten*

-

12,167

-

33,590

-

70,000

-

115,757

G Fitzpatrick*

-

8,111

-

17,019

-

50,000

-

75,130

M Hale

20,000

25,000

-

-

-

-

20,000

25,000

S Haffner

15,000

15,000

-

-

-

-

15,000

15,000

R Owen

20,000

25,000

-

-

-

-

20,000

25,000

S Quah

122,004

100,000

925

493

-

-

122,929

100,493

A Harvey

91,352

80,625

1,533

665

-

-

92,885

81,290

 

268,356

265,903

2,458

51,767

-

120,000

270,814

437,670

The remuneration of directors of the Company is set out below.

 

* Resigned as directors 13 September 2017

 

 

 

 

 

 

 

The share options held by directors who served during the year are summarised below:

Name

Grant date

Number awarded

Exercise price

Earliest exercise date

Expiry date







S Quah

25 April 2013

300,000

16.50p

25 April 2016

24 April 2023







S Quah

22 August 2018

300,000

29.00p

17 November 2020

22 August 2028







A Harvey

22 August 2018

300,000

29.00p

17 November 2020

22 August 2028

 

Fees for S Haffner are charged by Harris & Trotter LLP, a firm in which he is a member (see note 22).

 

20 Employee information

The average monthly number of employees (including directors) employed by the Group during the year was:

 Number of employees

Group

Company

 

2019 Number

2018 Number

2019 Number

2018 Number

 

 

 

 

 

Administration and production

21

18

5

7

 

The aggregate payroll costs of these employees charged in the Statement of Comprehensive Income was as follows:

Employment costs

Group

Company

 

2019

2018

2019

2018

 

£

£

£

£

Wages and salaries

1,068,710

922,969

55,000

65,000

Social security costs

105,471

101,250

-

-

Pension costs

13,117

56,934

-

-

Share-based payments

34,261

-

-

-

 

1,221,559

1,081,153

55,000

65,000

 

 

 

 

 

 

 

 

 

 

21 Share-based payments

The Group operates an EMI share option scheme for key employees. Options are granted to key employees at an exercise price equal to the market price of the Company's shares at the date of grant. Options are exercisable from the third anniversary of the date of grant and lapse if they remain unexercised at the tenth anniversary or upon cessation of employment. The following option arrangements exist over the Company's shares:

Date of grant

Exercise price

Exercise period

 

Number of options 2019

Number of options 2018



From

To



25 April 2013

16.5p

25 April 2016

24 April 2023

300,000

300,000

22 August 2018

29.0p

17 November 2020

22 August 2028

600,000

-

14 June 2019

26.0p

14 June 2022

14 June 2029

120,000

-





1,020,000

300,000

 

Details of the number of share options and the weighted average exercise price outstanding during the year are as follows:


Number of options

Weighted average exercise price

Number of options

Weighted average exercise price


2019

2019

2018

2018



£


£

Outstanding at beginning of the year

300,000

0.17

300,000

0.17

Granted during the year

720,000

0.29

-

-

Outstanding at end of the year

1,020,000

0.25

300,000

0.17

Exercisable at the end of the year

300,000

0.17

300,000

0.17

 

The exercise price of options outstanding at the year-end was £0.250 (2018: £0.165) and their weighted average contractual life was 7.6 years (2018: 4.8 years). In 2019, options were granted on 22 August 2018 and 14 June 2019. The aggregate of the estimated fair values of the options granted on those dates is £104,041.

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value as determined at the grant date of equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. The estimated fair value of the options is measured using an option pricing model. The inputs into the model are as follows:

Grant date

25 April 2013

Model used

Black-Scholes

Share price at grant date

16.5p

Exercise price

16.5p

Contractual life

10 years

Risk free rate

0.5%

Expected volatility

104%

Expected dividend rate

0%

Fair value option

14.889p

 

Grant date

22 August 2018

Model used

Black-Scholes

Share price at grant date

29.0p

Exercise price

29.0p

Contractual life

10 years

Risk free rate

0.75%

Expected volatility

40.33%

Expected dividend rate

0%

Fair value option

14.800p

 

 

 

Grant date

14 June 2019

Model used

Black-Scholes

Share price at grant date

26.0p

Exercise price

26.0p

Contractual life

10 years

Risk free rate

0.75%

Expected volatility

40.33%

Expected dividend rate

0%

Fair value option

12.894p

 

The expected volatility is determined by calculating the historical volatility of the Company's share price over the last three years. The risk free rate is the official Bank of England base rate.

The Group recognised the following charges in the Statement of Comprehensive Income in respect of its share-based payment plans:

 

2019

2018

 

£

£

Share-based payment charge

34,261

-

 

22 Related party transactions

The Group has a related party relationship with its subsidiaries and its key management personnel (including directors). Details of transactions between the Company and its subsidiaries are as follows:

 

2019

2018

 

£

£

Amounts owed by subsidiaries

 

 

Total amount owed by subsidiaries

960,063

981,850

Amounts owed to subsidiaries

 

 

Total amount owed to subsidiaries

67,355

67,355

 

The company received dividends during the year of £200,000 (2018: £nil) from its subsidiary, Aeorema Limited. The company transferred a VAT receivable of £22,810 (2018: £15,155) to Aeorema Limited due to being part of a common VAT group.

Aeorema Limited transferred a net amount of expenses to Aeorema Communications plc during the year of £40,000 (2018: £58,050).

Aeorema Limited paid expenses totalling £121,718 (2018: £132,203) on behalf of Aeorema Communications plc during the year.

During the year, Aeorema Limited made a net transfer of cash of £82,879 to Aeorema Communications plc (2018: £413,911 from Aeorema Communications plc to Aeorema Limited).

The compensation of key management (including directors) of the Group is as follows:

 

2019

2018

 

£

£

Short-term employee benefits

294,997

309,786

Post-employment benefits

2,458

51,767

Termination benefits

-

120,000

 

297,455

481,553

 

The share options held by directors of the Company are disclosed in note 19. During the year, a charge of £33,761 (2018: £nil) was recognised in the Consolidated Statement of Comprehensive Income in respect of these share options.

 

Harris and Trotter LLP is a firm in which S Haffner is a member. The amounts charged to the Group for professional services is as follows:

 Harris and Trotter LLP - charged during the year

2019

2018

 

£

£

Aeorema Communications plc

15,000

15,000

Aeorema Limited

11,850

25,995

 

26,850

40,995

 

At the year end, the Group had an outstanding trade payable balance to Harris and Trotter LLP of £4,500 (2018: £6,174).

23 Cash flows

 

Group

Company

 

2019

2018

2019

2018

 

£

£

£

£

Cash flows from operating activities

 

 

 

 

Profit before taxation

375,010

58,685

68,878

(176,778)

Depreciation

21,525

20,416

-

-

Dividends received by the Company

-

-

(200,000)

-

Loss on disposal of fixed assets

6,179

-

-

-

Share-based payment expense

34,261

-

-

-

Finance income

(611)

(392)

(5)

(17)

 

436,364

78,709

(131,127)

(176,795)

Increase / (decrease) in trade and other payables

972,235

(340,624)

(14,250)

8,474

(Increase) / decrease in trade and other receivables

(506,053)

(98,700)

18,447

(247,213)

Taxation paid

(11,700)

(29,303)

-

-

Cash generated / (used) from operating activities

890,846

(389,918)

(126,930)

(415,534)

 

 

24 Financial instruments

Financial instruments recognised in the consolidated statement of financial position

 

All financial instruments are recognised initially at their fair value and subsequently measured at amortised cost.

 

 

Group

Company

 

2019

£

2018

£

2019

£

2018

£

Financial Assets

 

 

 

 

Trade and other receivables

1,487,328

987,811

960,063

981,850

Cash and cash equivalents

2,211,161

1,437,904

3,606

-

Investments in subsidiaries

-

-

614,751

580,490

Total

3,698,489

2,425,715

1,578,420

1,562,340

Financial Liabilities

 

 

 

 

Trade and other payables

1,318,322

779,851

74,398

82,202

Accruals

206,716

275,893

13,999

22,035

Total

1,525,038

1,055,744

88,397

104,237

 

The Group is exposed to risks that arise from its use of financial instruments. There have been no significant changes in the Group's exposure to financial instrument risk, its objectives, policies and processes for managing those from previous periods. The principal financial instruments used by the Group, from which financial instrument risk arises, are trade receivables, cash and cash equivalents and trade and other payables.

Credit risk

Credit risk arises principally from the Group's trade receivables. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument. The maximum exposure to credit risk at 30 June 2019 was £1,156,689 (2018: £693,725). Trade receivables are managed by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. At the year end, the credit quality of trade receivables is considered to be satisfactory.

Liquidity risk

Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to meet its liabilities when they fall due. The Group monitors cash flow on a regular basis. At the year end, the Group has sufficient liquid resources to meets its obligations of £1,988,522 (2018: £1,244,113).

Market risk

Market risk arises from the Group's use of interest bearing financial instruments. It is the risk that the fair value of future cash flows of a financial instrument will fluctuate. At the year end, the cash and cash equivalents of the Group net of bank overdrafts was £2,211,161 (2018: £1,436,314). The Group ensures that its cash deposits earn interest at a reasonable rate.

 

 

Capital risk

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern while maximising the return to stakeholders. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in the Consolidated Statement of Changes in Equity. At the year end, total equity was £1,917,372 (2018: £1,662,667).

 

25 Pension costs defined contribution

The Group makes pre-defined contributions to employees' personal pension plans. Contributions payable by the Group for the year were £13,117 (2018: £56,934). At the end of the reporting period £1,605 (2018: £nil) of contributions were due in respect of the period.

 

26 Dividends

On the 11 January 2019 a final dividend of 0.75 pence per share (total dividend £67,879) was paid to holders of fully paid ordinary shares.

In respect of the current year, the directors propose that a final dividend of 1 pence per share be paid to shareholders on 16 December 2019. The dividends are subject to approval by shareholders at the Annual General Meeting and have not been included as liabilities in these consolidated financial statements. The proposed dividends are payable to all shareholders on the Register of Members on 22 November 2019. The total estimated dividend to be paid is £90,505. The payment of this dividend will not have any tax consequences for the Group.

 

27 Contingent liability

Company

The Company is a member of a group VAT registration with all other companies in the Aeorema Communications group and, under the terms of the registration, is jointly and severally liable for the VAT payable by all members of the group.  At 30 June 2019 the Company had no potential liability under the terms of the registration.

 

28 Control

There is no overall controlling party.

 


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Final Results - RNS