Final Results
05 November 2003 - 6:00PM
UK Regulatory
RNS Number:6871R
Leisure Ventures PLC
04 November 2003
LEISURE VENTURES PLC
Chairman's statement
Introduction
The year to 30 April 2003 was the first full year's trading since the company
was floated on the Alternative Investment Market at the beginning of April 2002.
It has been an eventful but very difficult year, starting with the acquisition
of The International Academy plc ("TIA") on 29 August 2002 for a consideration
of #7.7m, satisfied entirely by the issue of new shares in Leisure Ventures.
At the time of the acquisition the directors believed that TIA had established a
new market niche in the sport related travel sector and that TIA's contractual
arrangements with FIFA and many of the world's leading football clubs would
quickly generate growth, particularly in the USA. Despite what appeared to be a
healthy order book at the time of acquisition, world events conspired against
TIA and the combined effects of the aftermath of September 11th, continuing
terrorist threats, SARS and, most recently, the Iraq war, placed significant and
unforeseen pressures on non-essential travel, especially from the USA where the
directors were anticipating most of TIA's growth.
Results
Turnover for the year ended 30 April 2003 was #3.5m, with an operating loss
before amortisation of intangible fixed assets of #1.6m. The substantial charge
of #7.0m for the amortisation of intangible assets reflects the adjustment
necessary to revalue such assets to the amount recoverable from the disposal of
TIA after the year end.
At the balance sheet date the group had net assets of #0.3m. No dividend has
been declared.
Post Balance Sheet Events
The loss incurred in the financial year to 30 April 2003 absorbed most of the
cash resources of the group and it was obvious that, without an injection of new
capital, TIA would be unable to obtain a renewal of its Air Travel Organisers
Licence (ATOL) from the Civil Aviation Authority. The directors pursued a number
of alternatives to seek to secure the long term financial stability of the
company. After consultation with advisers and major shareholders the directors
concluded that it was best to sell TIA to an organisation which was better
placed to secure the necessary future funding requirements of the business. An
agreement was concluded with Thomson Travel Group (Holdings) Ltd. which is part
of TUI, one of the world's largest travel organisations, for the sale of 100% of
the share capital of TIA, with the completion date being 22 August 2003. The
initial consideration, which is payable in cash, was agreed at #0.2m, with an
additional #1.8m being deferred and subject to the future performance of TIA
over a period of four years following completion. If the performance conditions
of TIA are met, the first instalment of the deferred consideration would become
due around 30 June 2004.
Outlook
Having disposed of its only trading business, Leisure Ventures PLC is once again
a shell company with minimal operating costs and net assets sufficient to cover
those costs for the immediate future. The directors will continue to seek
businesses that would benefit from quotation on AIM.
Harry Coe
Chairman
5 November 2003
LEISURE VENTURES PLC
Consolidated profit and loss account
for the year ended 30 April 2003
Note Year ended Period ended
30 April 2003 30 April 2002
#000 #000
Turnover 2 3,521 -
Cost of sales (2,989) -
--------- ---------
Gross profit 532 -
Administrative expenses
excluding goodwill (2,146) (11)
amortisation --------- ---------
Operating loss before goodwill (1,614) (11)
amortisation
Amortisation of goodwill 3 (6,960) -
--------- ---------
Operating loss 2 (8,574) (11)
Interest payable and similar (15) -
charges
Interest receivable and 28 2
similar income --------- ---------
Loss on ordinary activities 3 (8,561) (9)
before taxation
Tax on loss on ordinary - -
activities --------- ---------
Retained loss for the (8,561) (9)
financial period ========= =========
Loss per ordinary share 4 (9.2)p (0.08)p
Basic and fully diluted
========= =========
Consolidated balance sheet
at 30 April 2003
Note 2003 2002
#000 #000
Fixed assets
Intangible fixed assets 1,796 -
Tangible fixed assets 127 -
Investments - 200
-------- ---------
1,923 200
-------- ---------
Current assets
Stocks 27 -
Debtors 534 253
Cash at bank and in hand 270 334
-------- ---------
831 587
Creditors: amounts falling due within one (2,417) (35)
year -------- ---------
Net current (liabilities)/assets (1,586) 552
-------- ---------
Total assets less current liabilities 337 752
Creditors: amounts falling due after more (53) (200)
than one year -------- ---------
Net assets 284 552
======== =========
Capital and reserves
Called up share capital 1,305 168
Share premium account 997 393
Merger reserve - -
Profit and loss account (2,018) (9)
-------- ---------
Equity shareholders' funds 5 284 552
======== =========
Consolidated cash flow statement
for the year ended 30 April 2003
Note Year ended Period ended
30 April 2003 30 April 2002
#000 #000
Net cash outflow from 6 (564) (6)
operating activities
Returns on investment and
servicing of finance 13 1
Capital expenditure and
financial investments 49 (450)
Acquisitions and disposals (296) -
--------- ----------
Cash outflow before financing (798) (455)
Financing 708 789
--------- ----------
(Decrease)/increase in cash in (90) 334
the period ========= ==========
Notes
1 BASIS OF PREPARATION
The financial information for the year ended 30 April 2003 is audited and has
been extracted from the statutory accounts. The statutory accounts, which
include an unqualified audit report, were approved by the Directors on 5
November 2003.
2 SEGMENTAL ANALYSIS
The Group's turnover and operating loss relates entirely to its principal
activity, being the provision of sporting related trips, which arise from the
following geographical locations:
Year ended 30 Year ended 30 Period ended 30 Period ended 30
April 2003 April 2003 April 2002 April 2002
#000 #000 #000 #000
Turnover Operating loss Turnover Operating loss
UK 2,733 (8,003) - (11)
Overseas 788 (571) - -
--------- --------- --------- ----------
3,521 (8,574) - (11)
========= ========= ========= ==========
The turnover and operating loss for the year are primarily derived from the
trade of The International Academy plc, which was acquired on 29 August 2002. In
the 9 months ending 30 April 2002 the operating loss refers to the running costs
of the shell company, as it was not engaged in any trade.
3 LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
Loss on ordinary activities before taxation is stated after charging:
Year ended Period ended
30 April 2003 30 April 2002
#000 #000
Depreciation of tangible fixed assets
Owned assets 30 -
Under finance leases 20 -
Amortisation of intangible
fixed assets 6,960 -
Operating lease charges
Land and buildings 45 -
Motor Vehicles 31 -
Auditors' remuneration
Audit fees 11 3
Other fees paid to the auditors and 3 -
their associates
Exceptional items
Start up and restructure costs of 501 -
additional sporting programmes
Severance costs 160 -
========= =========
4 LOSS PER ORDINARY SHARE
The calculation of basic loss per share is based on losses of #8,561,000 (9
months ended 30 April 2002: Loss of #9,000) and ordinary shares of 92,939,340,
(2002: 12,130,000 shares) being the weighted average number of ordinary shares
in issue during the period.
5 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS FUNDS
Year ended Period ended
30 April 2003 30 April 2002
#000 #000
Loss for the financial period (8,561) (9)
New share capital subscribed (net of 8,293 561
expenses) --------- ---------
Total movements during the year (268) 552
Opening shareholders' funds 552 -
--------- ---------
Closing shareholders' funds 284 552
========= =========
6 RECONCILIATION OF OPERATING LOSS TO OPERATING CASH FLOWS
Year ended Period ended
30 April 2003 30 April 2002
#000 #000
Operating loss (8,574) (11)
Impairment of goodwill 6,960 -
Depreciation 50 -
Decrease/(Increase) in debtors 469 (3)
Increase in creditors 530 8
Decrease in stocks 1 -
--------- ---------
Net cash outflow from operating (564) (6)
activities ========= =========
7 ACQUISITIONS
On 29 August 2002, the Company acquired the entire share capital of The
International Academy Plc. The book value and fair value of assets acquired is
shown below:
#000
Fixed assets 124
Stocks 28
Debtors 1,002
Bank overdraft (121)
Other creditors (2,055)
-----------
Net liabilities acquired (1,022)
Goodwill 8,756
-----------
Consideration 7,734
===========
Satisfied by:
Issue of 100,795,454 ordinary shares of 1p each at 7.5p 7,559
Fees associated with the transaction 175
-----------
7,734
===========
There are no differences between the book and fair value of assets and
liabilities acquired.
8 POST BALANCE SHEET EVENTS
On 22 August 2003, the Company completed the sale of 100% of the share capital
of its wholly owned subsidiary The International Academy plc to Thomson Travel
Group (Holdings) Limited for an initial consideration of #209,000 in cash.
As part of the transaction the Company has written off #347,500 of loan notes
owed to the Company by The International Academy Plc, together with an
inter-company indebtedness balance owed to the Company of #829,000.
In addition to the initial cash consideration the transaction also includes an
amount of #1,800,000, which is deferred and subject to the future performance of
The International Academy plc. This consideration is payable in four tranches
over a four year period.
Although the sale agreement has potential for a further #1.8m of consideration,
the first payment of which would fall due around 30 June 2004, given the
uncertainty the directors have concluded that no recognition for the deferred
consideration should be made within the accounts at this stage.
As part of the deal, ownership of International Academy Inc., a former
subsidiary of The International Academy plc., has been transferred to Leisure
Ventures plc.
This information is provided by RNS
The company news service from the London Stock Exchange
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