TIDMAEO

RNS Number : 0443D

Aeorema Communications Plc

22 October 2015

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

22 October 2015

Aeorema Communications plc ('Aeorema' or 'the Company')

Final Results

Aeorema Communications plc, the AIM-traded live events agency, announces its results for the year ended 30 June 2015.

Overview

   --    Profits before tax from continuing operations to GBP383,216 (2014: GBP504,841) 
   --    Revenues of GBP4,934,560 (2014: GBP4,764,584) 
   --    Cash at bank and in hand of GBP1,558,453 (2014: GBP1,620,895) 
   --    Recommend dividend payment of 3p (2014: 2p) 

Chairman's Statement

During the year, Aeorema reinforced its position as a leading provider of live events under the single brand, Cheerful Twentyfirst, and navigated through a competitive market to return a profit in excess of the trading update on profits issued to the market in May 2015. The year also saw us investing in a new website, developing a stronger single brand, creating a highly visible social media presence, and completing the refurbishment of our new offices to allow for future growth.

Our ability to respond and adapt our offering in a competitive, rapidly evolving market has enabled us to attract new clients and further develop our relationships with existing clients. We work with senior leaders of forward-thinking brands who value innovation and want to take live communication to the next level, which is where we excel. Year-on-year, our talented team produces original, outstanding work for these clients, resulting in several nominations at prestigious award events. These include nominations for work completed on behalf of two internationally renowned companies, further highlighting the excellent reputation that we have built in the space.

Our focus on delivering creative live events, incorporating superb screen content and award-winning video, naturally attracts leading people to our team. During the year and as part of our growth strategy, we recruited several new team members to focus on new business development and strengthen our capabilities in design and content. These appointments will each be pivotal in supporting our growth in the year ahead.

The results for the year show a profit before taxation from continuing operations of GBP383,216 (2014: GBP504,841) on revenue of GBP4,934,560 (2014: GBP4,764,584). We remain cash positive with cash at bank and in hand of GBP1,558,453 (2014: GBP1,620,895).

The Board is proposing a dividend of 3 pence per share (2014: 2 pence per share) to be paid to shareholders on the register on 6 November 2015. The ex-dividend date will be on 5 November 2015. Subject to the proposed dividend being approved by the shareholders, it will be paid on 27 November 2015.

Looking ahead, the market is extremely competitive and, as has been the custom over the last few years, we anticipate the second half of the year to contribute the greater part of both turnover and profitability. Investors should be assured that our brand is gaining recognition and we are carving out a niche position in the sector, which we believe will yield positive longer term results.

On behalf of the board, I would like to thank our team for their work during the past year as well as our shareholders for their continued support.

M Hale

Chairman

22 October 2015

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

Gary Fitzpatrick Aeorema Communications plc Tel: 020 7291 0444

Marc Milmo/Catherine Leftley Cantor Fitzgerald Europe Tel: 020 7894 7000

Charlotte Heap/Elisabeth Cowell St Brides Partners Tel: 020 7236 1177

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2015

 
                                   Notes          2015          2014 
                                                   GBP           GBP 
 
 Continuing operations 
 
   Revenue                           2       4,934,560     4,764,584 
 Cost of sales                             (3,017,634)   (2,794,629) 
--------------------------------  ------  ------------  ------------ 
 Gross profit                                1,916,926     1,969,955 
 Administrative expenses                   (1,534,471)   (1,465,520) 
--------------------------------  ------  ------------  ------------ 
 Operating Profit                    3         382,455       504,435 
--------------------------------  ------  ------------  ------------ 
 Finance income                      4             761           406 
 Profit before taxation                        383,216       504,841 
 Taxation                            5        (67,979)      (89,145) 
--------------------------------  ------  ------------  ------------ 
 Profit and total comprehensive 
  income for the year 
  attributable to owners 
  of the parent                                315,237       415,696 
 
   Profit per ordinary 
   share: 
 
   Total basic earnings 
   per share                          8       3.51904p      5.02290p 
 Total diluted earnings 
  per share                          8        3.37134p      4.55487p 
--------------------------------  ------  ------------  ------------ 
 

There were no other comprehensive income items.

Statement of Financial Position

As at 30 June 2015

 
                                  Notes             Group                    Company 
                                         --------------------------  ---------------------- 
                                                 2015          2014        2015        2014 
                                                  GBP           GBP         GBP         GBP 
-------------------------------  ------  ------------  ------------  ----------  ---------- 
 Non-current assets 
 Intangible assets                  9         365,154       365,154           -           - 
 Property, plant and equipment     10          65,135        67,449           -           - 
 Deferred taxation                  6           6,404        24,145           -           - 
 Investments in subsidiaries       11               -             -     568,080     553,196 
                                         ------------  ------------  ----------  ---------- 
 Total non-current assets                     436,693       456,748     568,080     553,196 
 Current assets 
 Inventories                                        -         2,674           -           - 
 Trade and other receivables       12       1,352,398     1,475,921     328,135     357,873 
 Cash and cash equivalents         13       1,558,453     1,620,895     657,873     734,628 
                                         ------------  ------------  ----------  ---------- 
 Total current assets                       2,910,851     3,099,490     986,008   1,092,501 
                                         ------------                ----------  ---------- 
 Total assets                               3,347,544     3,556,238   1,554,088   1,645,697 
 
 Current liabilities 
 Trade and other payables          14     (1,463,504)   (1,589,007)    (86,105)    (89,730) 
 Net assets                                 1,884,040     1,967,231   1,467,983   1,555,967 
                                         ------------  ------------  ----------  ---------- 
 
 Equity 
 Share capital                     15       1,131,313     1,079,688   1,131,313   1,079,688 
 Share premium                     16           7,063             -       7,063           - 
 Merger reserve                    17          16,650        16,650      16,650      16,650 
 Other reserve                     18               -        19,500           -      19,500 
 Share-based payment reserve                        -       110,972           -     110,972 
 Capital redemption reserve                   257,812       257,812     257,812     257,812 
 Retained earnings                            471,202       482,609      55,145      71,345 
                                         ------------  ------------  ----------  ---------- 
 Equity attributable to 
  owners of the parent                      1,884,040     1,967,231   1,467,983   1,555,967 
-------------------------------  ------  ------------  ------------  ----------  ---------- 
 

Statement of Changes in Equity

For the year ended 30 June 2015

 
                                                                     Share-based       Capital 
                            Share      Share     Merger      Other       payment    redemption    Retained       Total 
 Group                    capital    premium    reserve    reserve       reserve       reserve    earnings      equity 
                              GBP        GBP        GBP        GBP           GBP           GBP         GBP         GBP 
---------------------  ----------  ---------  ---------  ---------  ------------  ------------  ----------  ---------- 
 At 1 July 2013         1,004,688          -     16,650          -        96,083       257,812     125,883   1,501,116 
 Profit and 
  total comprehensive 
  income for 
  the year, net 
  of tax                        -          -          -          -             -             -     415,696     415,696 
 Tax credit 
  relating to 
  share option 
  scheme                        -          -          -          -             -             -      61,594      61,594 
 Dividends paid                 -          -          -          -             -             -   (120,564)   (120,564) 
 Shares issued 
  in the period/to 
  be issued                75,000          -          -     19,500             -             -           -      94,500 
 Share-based 
  payments                      -          -          -          -        14,889             -           -      14,889 
                       ----------  ---------  ---------  ---------  ------------  ------------  ----------  ---------- 
 At 30 June 

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  2014                  1,079,688          -     16,650     19,500       110,972       257,812     482,609   1,967,231 
 At 1 July 2014         1,079,688          -     16,650     19,500       110,972       257,812     482,609   1,967,231 
 Profit and 
  total comprehensive 
  income for 
  the year, net 
  of tax                        -          -          -          -             -             -     315,237     315,237 
 Dividends paid                 -          -          -          -             -             -   (452,500)   (452,500) 
 Shares issued 
  in the period            51,625      7,063          -   (19,500)             -             -           -      39,188 
 Share-based 
  payments                      -          -          -          -        14,884             -           -      14,884 
 Transfer                       -          -          -          -     (125,856)             -     125,856           - 
 At 30 June 
  2015                  1,131,313      7,063     16,650          -             -       257,812     471,202   1,884,040 
---------------------  ----------  ---------  ---------  ---------  ------------  ------------  ----------  ---------- 
 
 
                                                                      Share- 
                                                                       based       Capital 
                          Share      Share     Merger      Other     payment    redemption    Retained       Total 
 Company                capital    premium    reserve    reserve     reserve       reserve    earnings      equity 
                            GBP        GBP        GBP        GBP         GBP           GBP         GBP         GBP 
-------------------  ----------  ---------  ---------  ---------  ----------  ------------  ----------  ---------- 
 At 1 July 2013       1,004,688          -     16,650          -      96,083       257,812     132,235   1,507,468 
 Comprehensive 
  income for 
  the year, net 
  of tax                      -          -          -          -           -                    59,674      59,674 
 Dividends paid               -          -          -          -           -                 (120,564)   (120,564) 
 Shares issued 
  in the period/to 
  be issued              75,000          -          -     19,500           -                         -      94,500 
 Share-based 
  payments                    -          -          -          -      14,889                         -      14,889 
                     ----------  ---------  ---------  ---------  ----------  ------------  ----------  ---------- 
 At 30 June 
  2014                1,079,688          -     16,650     19,500     110,972       257,812      71,345   1,555,967 
 At 1 July 2014       1,079,688          -     16,650     19,500     110,972       257,812      71,345   1,555,967 
 Comprehensive 
  income for 
  the year, net 
  of tax                      -          -          -          -           -             -     310,444     310,444 
 Dividends paid               -          -          -          -           -             -   (452,500)   (452,500) 
 Shares issued 
  in the period          51,625      7,063          -   (19,500)           -             -           -      39,188 
 Share-based 
  payments                    -          -          -          -      14,884             -           -      14,884 
 Transfer                     -          -          -          -   (125,856)             -     125,856           - 
 At 30 June 
  2015                1,131,313      7,063     16,650          -           -       257,812      55,145   1,467,983 
-------------------  ----------  ---------  ---------  ---------  ----------  ------------  ----------  ---------- 
 

Statement of Cash Flows

For the year ended 30 June 2015

 
                                      Notes           Group                  Company 
                                             ----------------------  ---------------------- 
                                                   2015        2014        2015        2014 
                                                    GBP         GBP         GBP         GBP 
-----------------------------------  ------  ----------  ----------  ----------  ---------- 
 Net cash flow from operating 
  activities                           24       383,894     109,225    (63,711)   (152,338) 
 
 Cash flows from investing 
  activities 
 Finance income                                     761         406         268         250 
 Purchase of property, plant 
  and equipment                        10      (43,785)    (44,462)           -           - 
 Proceeds from sale of property, 
  plant and equipment                            10,000           -           -           - 
 Dividends received by the 
  Company                                             -           -     400,000     130,000 
 Cash (used) / generated in 
  investing activities                         (33,024)    (44,056)     400,268     130,250 
 
 Cash flows from financing 
  activities 
 Proceeds of share issue                         39,188      94,500      39,188      94,500 
 Dividends paid to owners of 
  the Company                                 (452,500)   (120,564)   (452,500)   (120,564) 
                                             ----------  ----------  ----------  ---------- 
 Cash used in financing activities            (413,312)    (26,064)   (413,312)    (26,064) 
 
 Net (decrease)/increase in 
  cash and cash equivalents                    (62,442)      39,105    (76,755)    (48,152) 
 Cash and cash equivalents 
  at beginning of year                        1,620,895   1,581,790     734,628     782,780 
                                             ----------  ----------  ----------  ---------- 
 Cash and cash equivalents 
  at end of year                       13     1,558,453   1,620,895     657,873     734,628 
-----------------------------------  ------  ----------  ----------  ----------  ---------- 
 

Notes to the consolidated financial statements

For the year ended 30 June 2015

1 Accounting policies

Aeorema Communications plc is a public limited company incorporated in the United Kingdom. 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.

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 25, 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 25, 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, applied for the first time from 1 July 2014.

   --   IFRS 2 (Amended) 'Share-Based Payments', effective 1 July 2014. 
   --   IFRS 3 (Amended) 'Business Combinations', effective 1 July 2014. 
   --   IFRS 8 (Amended) 'Operating Segments', effective 1 July 2014. 

-- IFRS 11 (Amended) 'Accounting for Acquisitions of Interests in Joint Operations', effective 1 July 2016.

   --   IAS 16 (Amended) 'Property, Plant and Equipment', effective 1 July 2014. 
   --   IAS 19 (Amended) 'Employee Benefits', effective 1 July 2014 
   --   IAS 24 (Amended) 'Related Party Disclosures', effective 1 July 2014. 
   --   IAS 38 (Amended) 'Intangible Assets', effective 1 July 2014. 

-- IAS 32 (Amended) 'Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities', effective 1 January 2014.

-- IAS 36 (Amended) 'Recoverable Amounts Disclosures for Non-Financial Assets', effective 1 January 2014.

-- IAS 39 (Amended) 'Novation of Derivatives and Continuation of Hedge Accounting', effective 1 January 2014.

   --   IAS 40 (Amended) 'Investment Property', effective 1 January 2014. 
   --   IFRIC Interpretation 21 'Levies', effective 1 January 2014. 

The adoption of these revised and amended standards has not impacted on the Annual Report and Financial Statements.

Adopted IFRSs not yet applied

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 July 2014 and have not been adopted early by the Group:

   --    IFRS 9 'Financial Instruments', effective 1 January 2018. 
   --    IFRS 14 'Regulatory Deferral Accounts', effective 1 July 2016. 
   --    IFRS 15 'Revenue for Contracts with Customers', effective 1 January 2018. 

-- IFRS 10, IFRS 12 and IAS 28 (Amended): 'Investment Entities: Applying the Consolidation Exception', effective 1 January 2016.

   --    IAS 1 (Amended), 'Disclosure Initiative', effective 1 January 2016. 
   --    Annual improvements to IFRS's 2012-2014 Cycle, effective 1 January 2016. 

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-- IFRS 10 and IAS 28 (Amended): 'Sale or Contribution of Assets between an Investor and its Associate or Joint Venture', effective 1 January 2016.

   --    IAS 27 (Amended), 'Equity Method in Separate Financial Statements', effective 1 January 2016. 
   --    IAS 16 and IAS 41 (Amended), 'Bearer Plants', effective 1 January 2016. 

-- IAS 16 and IAS 38 (Amended), 'Clarification of Acceptable Methods of Depreciation and Amortisation' effective 1 January 2016.

-- IFRS 11 (Amended), 'Accounting for Acquisitions of Interests in Joint Operations, effective 1 January 2016.

Management does not currently anticipate that the application of these standards, where applicable, will have an impact on the financial statements, except for the requirement of additional disclosures.

Basis of consolidation

The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to 30 June 2015. 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 deconsolidated from 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. Revenue is measured at the fair value of consideration received taking into account any trade discounts and volume rebates. Revenue for all business segments is recognised when the Group has earned the right to receive consideration for its services.

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 (3 
                                     years) 
 Fixtures, fittings and equipment   25% straight line 
---------------------------------  -------------------------------------------- 
 

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.

Investments

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

Inventories

Inventories are stated at the lower of cost and net realisable 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, of 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.

Finance income

Financial 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 does not operate a pension scheme for its employees. It does however, make 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 22 to the financial statements.

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 and the key areas are summarised below:

a) Depreciation rates are based on the estimated useful lives and residual value of the assets involved.

b) The impairment review of goodwill is based on the estimation of future cash flows and discount rates in order to calculate the present value of the cash flows.

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c) The Group operates share incentive schemes as detailed in note 22. In order to calculate the annual charge in accordance with IFRS 2, management are required to make a number of assumptions and include, amongst others, volatility and expected life of options.

d) An allowance for uncollectable trade receivables is estimated based on a combination of aging analysis and any specific, known troubled customer accounts.

e) An allowance for dilapidations is estimated based on a total value of works to restore the property to its original condition at the end of the lease.

2 Revenue and segment information

The Company 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 period ending 30 June 2015 there is only a single reportable segment.

All revenue represents sales to external customers. Three customers (2014: three) are defined as major customers by revenue, contributing more than 10% of the Group revenue.

 
                    2015        2014 
                    GBP         GBP 
-----------------  ----------  ---------- 
 Customer one       1,320,762   1,214,324 
 Customer two       632,892     571,188 
 Customer three     581,546     809,290 
 Major customers    2,535,200   2,594,802 
-----------------  ----------  ---------- 
 

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

 
 Geographical 
  market         2015        2014        2015      2014      2015         2014         2015        2014 
                                                             Rest of      Rest of 
                 UK          UK          Europe    Europe     the World    the World   Total       Total 
                 GBP         GBP         GBP       GBP       GBP          GBP          GBP         GBP 
 
   Revenue       4,479,022   4,493,297   391,519   262,306   64,019       8,981        4,934,560   4,764,584 
--------------  ----------  ----------  --------  --------  -----------  -----------  ----------  ---------- 
 

All non-current assets are based in the UK.

3 Operating profit

 
 Operating profit is stated after charging:              2015        2014 
                                                         GBP         GBP 
------------------------------------------------------  ----------  ---------- 
 Depreciation of property, plant and equipment           30,708      48,185 
 Loss on disposal of property, plant and equipment       5,389       - 
 Fees payable to the Company's auditor in respect of: 
   Audit of the Company's annual accounts                8,500       6,000 
   Audit of the Company's subsidiaries                   14,000      11,500 
 Staff costs (see note 21)                               1,063,817   1,029,306 
 Operating leases - land and buildings                   80,813      77,596 
------------------------------------------------------  ----------  ---------- 
 

4 Finance income and expenses

 
 Finance income            2015   2014 
                           GBP    GBP 
------------------------  -----  ----- 
 Bank interest received    761    406 
------------------------  -----  ----- 
 
 

5 Taxation

 
                                                       2015       2014 
                                                       GBP        GBP 
----------------------------------------------------  ---------  --------- 
 The tax charge comprises: 
 
 Current tax 
 Prior period adjustment                               (923)      234 
 Current year                                          51,161     104,779 
                                                      ---------  --------- 
 
                                                       50,238     105,013 
 Deferred tax (see note 6) 
 Current year                                          17,741     (15,868) 
                                                      ---------  --------- 
                                                       17,741     (15,868) 
 
 Total tax charge in the statement of comprehensive 
  income                                               67,979     89,145 
 Factors affecting the tax charge for the 
  year 
 Profit on ordinary activities before taxation 
  from continuing operations                           383,216    504,841 
 Profit on ordinary activities before taxation 
  multiplied by standard rate 
 of UK corporation tax of 20.75% (2014: 23%)           79,517     116,113 
 Effects of: 
 Non-deductible expenses                               1,204      (1,114) 
 Depreciation, impairment losses and disposals         7,490      11,863 
 Capital allowances                                    (7,938)    (11,617) 
 Share-based payment                                   -          3,424 
 Share options exercised                               (28,645)   (12,167) 
 Marginal relief                                       (467)      (1,723) 
 Prior period adjustment                               (923)      234 
                                                       (29,279)   (11,100) 
                                                      ---------  --------- 
 Current tax charge                                    50,238     105,013 
----------------------------------------------------  ---------  --------- 
 

The Group has estimated losses of GBP375,762 (2014: GBP375,762) 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.

6 Deferred taxation

 
                                                        2015       2014 
                                                        GBP        GBP 
-----------------------------------------------------  ---------  -------- 
 Property, plant and equipment temporary differences    (8,296)    (5,174) 
 Temporary differences                                  14,700     29,319 
                                                       ---------  -------- 
                                                        6,404      24,145 
 At 1 July                                              24,145     8,277 
 Transfer to Statement of Comprehensive Income          (17,741)   15,868 
 At 30 June                                             6,404      24,145 
-----------------------------------------------------  ---------  -------- 
 

The deferred tax asset is expected to be utilised given the return to profitability and future trading prospects.

7 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. The retained profit for the financial year of the holding company was GBP310,444 (2014: GBP59,674).

8 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:

 
                                          2015        2014 
                                          GBP         GBP 
---------------------------------------  ----------  ---------- 
 Basic earnings per share 
 Profit for the year attributable 
  to owners of the Company                315,237     415,696 
 
 Basic weighted average number of 
  shares                                  8,958,044   8,276,021 
 
   Dilutive potential ordinary shares: 
   Employee share options                 392,456     850,380 
 Diluted weighted average number of 
  shares                                  9,350,500   9,126,401 
---------------------------------------  ----------  ---------- 
 

9 Intangible fixed assets

 
 Group                          Goodwill 
                                GBP 
-----------------------------  ---------- 
 Cost 
 At 1 July 2013                 2,728,292 
 At 30 June 2014                2,728,292 
 At 30 June 2015                2,728,292 
 Impairment and amortisation 
 At 1 July 2013                 2,363,138 
 
   At 30 June 2014              2,363,138 
 
   At 30 June 2015              2,363,138 
 Net book value 
 At 1 July 2013                 365,154 
 At 30 June 2014                365,154 
 
   At 30 June 2015              365,154 
-----------------------------  ---------- 
 

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

Impairment - Aeorema Limited

Goodwill has been tested for impairment based on its future value in use. Future value has been calculated on a discounted cash flow basis using the 2015 budgeted figures as approved by the Board of Directors extended for a period to 5 years and discounted at a rate of 10%. It has been assumed that future growth will be at 1.5%. Using these assumptions, which are based upon past experience, there was no impairment in the year.

Management has assessed the sensitivity of the recoverable amounts in the key assumptions to be as follows: a five percentage increase in the discount rate would reduce the recoverable amount by GBP292,306 and a one percentage fall in future growth would reduce the recoverable amount by GBP352,473. However, in both cases there would still be no indication of impairment of goodwill.

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10 Property, plant and equipment

 
                           Leasehold 
 Group                      land           Fixtures, fittings   Total 
                           and buildings   and equipment 
                           GBP             GBP                  GBP 
------------------------  --------------  -------------------  ---------- 
 Cost 
 At 1 July 2013            24,034          815,199              839,233 
 Additions                 -               44,462               44,462 
 At 30 June 2014           24,034          859,661              883,695 
 Additions                 17,761          26,024               43,785 
 Disposals                 (24,034)        (583,741)            (607,775) 
 At 30 June 2015           17,761          301,944              319,705 
 
 
   Depreciation 
 
   At 1 July 2013          5,201           762,860              768,061 
 Charge for the year       16,104          32,081               48,185 
 
   At 30 June 2014         21,305          794,941              816,246 
 Charge for the year       4,108           26,600               30,708 
 Eliminated on disposal    (24,034)        (568,350)            (592,384) 
 
   At 30 June 2015         1,379           253,191              254,570 
 Net book value 
 At 1 July 2013            18,833          52,339               71,172 
 At 30 June 2014           2,729           64,720               67,449 
 At 30 June 2015           16,382          48,753               65,135 
------------------------  --------------  -------------------  ---------- 
 

11 Non-current assets - Investments

 
 Company                         Shares in subsidiary 
                                 GBP 
------------------------------  --------------------- 
 Cost 
 At 1 July 2013                  3,232,520 
 Increase in respect of share 
  based payments                 14,889 
 At 30 June 2014                 3,247,409 
 Increase in respect of share 
  based payments                 14,884 
 At 30 June 2015                 3,262,293 
 Provision 
 At 1 July 2013                  2,694,213 
 At 30 June 2014                 2,694,213 
 At 30 June 2015                 2,694,213 
 Net book value 
 At 1 July 2013                  538,307 
 At 30 June 2014                 553,196 
 At 30 June 2015                 568,080 
------------------------------  --------------------- 
 

Holdings of more than 20%

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

 
                                                Shares 
 Subsidiary undertakings    Country of           held 
                            registration 
                                               ----------  ---- 
                            or incorporation    Class       % 
-------------------------  ------------------  ----------  ---- 
                            England and 
 Aeorema Limited             Wales              Ordinary    100 
                            England and 
 Twentyfirst Limited         Wales              Ordinary    100 
-------------------------  ------------------  ----------  ---- 
 

The principal activity of these undertakings for the last relevant financial year was as follows:

 
 Company               Principal activity 
--------------------  ------------------------------------ 
                       Provision of business communication 
 Aeorema Limited        services 
 Twentyfirst Limited   Dormant 
--------------------  ------------------------------------ 
 

12 Trade and other receivables

 
                                   Group                   Company 
                                  ----------------------  ------------------ 
                                   2015        2014        2015      2014 
                                   GBP         GBP         GBP       GBP 
                                  ----------  ----------  --------  -------- 
 Trade receivables                 1,055,898   1,401,432   -         - 
 Related party receivables         -           -           323,447   353,337 
 Other receivables                 19,230      19,084      -         - 
 Prepayments and accrued income    277,270     55,405      4,688     4,536 
                                   1,352,398   1,475,921   328,135   357,873 
--------------------------------  ----------  ----------  --------  -------- 
 

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 GBP284,944 (2014: GBP344,096) 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 
                     ------------------ 
                      2015      2014 
                      GBP       GBP 
                     --------  -------- 
 Less than 90 days    284,944   317,802 
 More than 90 days    -         26,294 
                      284,944   344,096 
-------------------  --------  -------- 
 

13 Cash and cash equivalents

 
                              Group                   Company 
                             ----------------------  ------------------ 
                              2015        2014        2015      2014 
                              GBP         GBP         GBP       GBP 
                             ----------  ----------  --------  -------- 
 Bank balances                1,558,453   1,620,895   657,873   734,628 
 Cash and cash equivalents    1,558,453   1,620,895   657,873   734,628 
 
 Cash and cash equivalents 
  in the statement of cash 
  flows                       1,558,453   1,620,895   657,873   734,628 
---------------------------  ----------  ----------  --------  -------- 
 

14 Trade and other payables

 
                                 Group                   Company 
                                ----------------------  ---------------- 
                                 2015        2014        2015     2014 
                                 GBP         GBP         GBP      GBP 
                                ----------  ----------  -------  ------- 
 Trade payables                  685,375     902,860     2,878    1,656 
 Related party payables          -           -           67,355   67,355 
 Taxes and social security 
  costs                          187,778     301,004     -        1,369 
 Other payables                  33,543      43,842      -        - 
 Accruals and deferred income    556,808     341,301     15,872   19,350 
                                 1,463,504   1,589,007   86,105   89,730 
------------------------------  ----------  ----------  -------  ------- 
 

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.

15 Share capital

 
                                  2015        2014 
                                  GBP         GBP 
-------------------------------  ----------  ---------------- 
 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 
                                              GBP 
-------------------------------  ----------  ---------------- 
 At 1 July 2013                   8,037,500   1,004,688 
 Issue of shares                  600,000     75,000 
 At 30 June 2014                  8,637,500   1,079,688 
 Issue of shares                  413,000     51,625 
 At 30 June 2015                  9,050,500   1,131,313 
-------------------------------  ----------  ---------------- 
 

See note 22 for details of share options outstanding.

16 Share Premium

 
                      Share Premium 
                      GBP 
-------------------  -------------- 
 At 1 July 2013       - 
 
   At 30 June 2014    - 
 Issue of shares      7,063 
 
   At 30 June 2015    7,063 
-------------------  -------------- 
 

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

17 Merger reserve

 
                      Merger reserve 
                      GBP 
-------------------  --------------- 
 At 1 July 2013       16,650 
 
   At 30 June 2014    16,650 
 
   At 30 June 2015    16,650 
-------------------  --------------- 
 

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.

18 Other reserve

 
                        Subscriptions received reserve 
                        GBP 
---------------------  ------------------------------- 
 At 1 July 2013         - 
 Exercise of options    19,500 
 
   At 30 June 2014      19,500 
 Allotment of shares    (19,500) 
 
   At 30 June 2015      - 
 
 

On 16 June 2014 104,000 share options were exercised and fully paid for at 18.75p each. The shares were allotted on 2 July 2014. For the earnings per share note these shares are treated as issued on the exercise date. The reserve was fully transferred out by 30 June 2015. The reserve is not distributable.

19 Financial commitments

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

 
 Group                                     Land and Buildings 
                                          --------------------- 
                                           2015         2014 
                                           GBP          GBP 
 Not later than one year                   91,000       10,417 
 Later than one year and not later than 
  five years                               106,167      - 
----------------------------------------  -----------  -------- 
 

20 Directors' emoluments

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

 
                  Salary,    Salary, 
                   bonus      bonus 
                   or fees    or fees   Pensions   Pensions   Total     Total 
                  2015       2014       2015       2014       2015      2014 
                  GBP        GBP        GBP        GBP        GBP       GBP 
---------------  ---------  ---------  ---------  ---------  --------  -------- 
 P Litten         78,333     65,000     45,993     59,834     124,326   124,834 
 G Fitzpatrick    46,667     52,885     45,993     59,834     92,660    112,719 
 M Hale           -          -          -          -          -         - 
 S Garbutta       7,500      3,000      -          -          7,500     3,000 
 R Owen           7,500      7,500      -          -          7,500     7,500 
 S Quah           132,000    133,000    -          -          132,000   133,000 
                  272,000    261,385    91,986     119,668    363,986   381,053 
---------------  ---------  ---------  ---------  ---------  --------  -------- 
 

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

 
                                                     Earliest 
                                          Exercise    exercise 
 Name      Grant date    Number awarded    price      date       Expiry date 
--------  ------------  ---------------  ---------  ----------  -------------- 
 
           25 April                                  25 April 
 S Quah     2013         300,000          16.50p      2016       24 April 2023 
--------  ------------  ---------------  ---------  ----------  -------------- 
 

On 21 October 2014, S Quah exercised 300,000 share options with an exercise price of 12.5p each. The gain on these shares amounted to GBP132,000. The net value of shares received under the long term incentive scheme was GBP169,500.

Fees for S Garbutta are charged by Harris & Trotter LLP, a firm in which he is a member. See note 23.

Some directors were awarded a bonus in the year. S Quah was awarded a bonus of GBP30,000 (2014: GBP38,000) and P Litten was awarded a bonus of GBP20,000 (2014: GBP15,000).

21 Employee information

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

 
 Number of employees               2015     2014 
                                   Number   Number 
--------------------------------  -------  ------- 
  Administration and production    19       19 
--------------------------------  -------  ------- 
 

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

 
 Employment costs         2015        2014 
                          GBP         GBP 
-----------------------  ----------  ---------- 
 Wages and salaries       874,703     821,680 
 Social security costs    81,972      72,897 
 Pension costs            92,258      119,840 
 Share-based payments     14,884      14,889 
                          1,063,817   1,029,306 
-----------------------  ----------  ---------- 
 

22 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:

 
                  Exercise                               Number of       Number of 
 Date of grant     price     Exercise period              options 2015    options 2014 
                             From         To 
---------------  ---------  -----------  -------------  --------------  -------------- 
 28 October                  28 October   27 October 
  2004            18.75p      2007         2014          -               9,000 
                             20 July 
 20 July 2010     12.5p       2013        19 July 2020   -               300,000 
 25 April                    25 April     24 April 
  2013            16.5p       2016         2023          300,000         300,000 
                                                         300,000         609,000 
---------------  ---------  -----------  -------------  --------------  -------------- 
 

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

 
                                                                        Weighted 
                             Number of   Weighted average   Number of    average exercise 
                              options     exercise price     options     price 
                             2015        2015               2014        2014 
                                         GBP                            GBP 
--------------------------  ----------  -----------------  ----------  ------------------ 
 Outstanding at beginning 
  of the year                609,000     0.15               1,613,000   0.11 
 Lapsed during the 
  year                       -           -                  (300,000)   (0.13) 
 Exercised during 
  the year                   (309,000)     0.13             (704,000)     (0.13) 
 Outstanding at end 
  of the year                300,000     0.17               609,000     0.15 
--------------------------  ----------  -----------------  ----------  ------------------ 
 Exercisable at the 
  end of the year            -           -                  309,000     0.13 
--------------------------  ----------  -----------------  ----------  ------------------ 
 

The exercise price of options outstanding at the year-end was GBP0.165 (2014: ranged between GBP0.125 and GBP0.1875) and their weighted average contractual life was 7.8 years (2014: 7.7 years).

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:

 
                        28 October 
 Grant date              2004        20 July 2010    25 April 2013 
 Model used             Binomial     Black-Scholes   Black-Scholes 
 
   Share price 
   at grant date        16.25p       8.75p           16.5p 
 Exercise price         18.75p       8.75p           16.5p 
 Contractual 
  life                  10 years     10 years        10 years 
 Risk free rate         6%           0.5%            0.5% 
 Expected volatility    43%          100%            104% 
 Expected dividend 
  rate                  0%           0%              0% 
 Fair value 
  option                5.9868p      7.779p          14.889p 
---------------------  -----------  --------------  -------------- 
 

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 office 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:

 
                               2015     2014 
                               GBP      GBP 
----------------------------  -------  ------- 
 Share-based payment charge    14,884   14,889 
----------------------------  -------  ------- 
 

23 Related party transactions

The Group has a related party relationship with its subsidiaries and its directors. Details of transactions between the Company and its subsidiaries are as follows:

 
                                      2015      2014 
                                      GBP       GBP 
-----------------------------------  --------  -------- 
 Amounts owed by subsidiaries 
 Total amount owed by subsidiaries    323,447   353,337 
 Amounts owed to subsidiaries 
 Total amount owed to subsidiaries    67,355    67,355 
-----------------------------------  --------  -------- 
 

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

 
                                 2015      2014 
                                 GBP       GBP 
------------------------------  --------  -------- 
 Short-term employee benefits    302,076   297,687 
 Post-employment benefits        91,986    119,668 
 Share based payment expense     14,884    14,889 
                                 408,946   432,244 
------------------------------  --------  -------- 
 

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

 
  Harris and Trotter LLP - charged during 
   the year                                  2015     2014 
                                             GBP      GBP 
 Aeorema Communications plc                  15,250   15,000 
 Aeorema Limited                             29,390   22,325 
                                             44,640   37,325 
------------------------------------------  -------  ------- 
 

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