TIDMYOLO
RNS Number : 1504A
YOLO Leisure & Technology PLC
22 December 2017
YOLO Leisure and Technology plc
("YOLO" or the "Company")
Final Results
A year of progress for the investment company which now has five
companies within its portfolio
YOLO Leisure and Technology plc (AIM: YOLO), the AIM-quoted
company focusing on opportunities in the technology and leisure
sectors, announces its audited Final Results for the year-ended 30
September 2017.
During the period the Company continued its targeted investment
strategy while crystallising gains for investors with management
focused on creating further value by investing in existing and new
opportunities.
Financial Highlights
-- Total comprehensive income for the year GBP726,153 (2016: Loss GBP621,530)
-- Unrealised gains on investments of GBP657,935 (2016: losses GBP372,758)
-- Realised gains on disposal of investments of GBP270,559 (2016: GBPNil)
-- As at 30 September 2017 gross assets were GBP4,558,402 (2016: GBP1,283,888)
-- Net fair value investments held was GBP3,875,483 (2016: GBP1,127,262)
-- Total Net Assets of GBP4,514,025 (2016: GBP1,206,871),
representing 1.02p per share (2016: 0.68p)
-- On 7 November 2016 the Company placed 254,000,000 shares at
1.0p each raising total gross funds of GBP2,540,000. A further
8,400,000 fee shares were also issued at a price of 1.0p
-- Cash at the bank at the year-end was GBP619,939 (2016: GBP139,412)
Investment Highlights
-- TVPlayer's platform is growing at more than 15% per month. In
November 2017 there were 1 million monthly active users and 40,000
paying subscribers. The company is currently raising additional
funds for expansion, and expects its valuation to be significantly
higher than the previous rounds
-- Simplestream is planning to open US office in Q2 2018 with a
view to doubling revenues in the next two years
-- Gfinity has made significant progress this year including the
launch of the Elite Series season two and partnership with Formula
One. The Company realised a gain of GBP148,707 by reducing holding
in Gfinity
-- AudioBoom continues to make good progress towards monetising
its content platform. The Company increased stake in AudioBoom as
part of funding round in March
-- Magic Media Works recently launched its second product,
Electric Jukebox ROXI, in the UK and US markets. The Company
invested a further GBP500,000 as part of the GBP1.2m Pre-IPO Loan
Notes issued by Magic Media Works. The Pre-IPO Loan Notes will
convert into ordinary shares in Magic Media Works at a 33% discount
to the share price on an IPO. From 1 December 2017 the Loan Notes
start to accrue interest at 10% per annum
Post-period highlights
-- TVPlayer raised a further GBP2.2 million of financing in
December 2017 and Yolo participated with a convertible loan of
GBP50,000. The company expects to raise further funds in early 2018
to upgrade the TVPlayer platform, licence new content and support
subscriber growth through marketing.
-- Magic Media Works secured commitments of GBP1.46million from
existing and new investors towards an intended GBP2 million new
round of funding.
Simon Robinson, CEO of YOLO Leisure & Technology plc,
said:
"Yolo is well positioned as an investment company to actively
grow its portfolio in 2018. Our purpose is to identify innovative
businesses that meet our investment criteria and have significant
potential to deliver value for our shareholders. We recognise the
progress made in each of our portfolio companies and we look
forward to building on this momentum in the exciting year
ahead.
"We would like to thank our shareholders and advisors for
continuing to show support in the Board and its vision."
Annual Report and Accounts
The Company's Annual Report and Accounts for the year to 30
September 2017 will be posted to shareholders shortly.
For further information, please contact:
YOLO Leisure and Technology plc www.yoloplc.com
Simon Robinson simon.robinson@yoloplc.com
Cairn Financial Advisers LLP
Sandy Jamieson, Emma Earl +44 20 7213 0880
Peterhouse Corporate Finance Limited
Sole broker
Eran Zucker / Lucy Williams + 44 20 7469 0930
Walbrook PR Ltd +44 20 7933 8787 or yolo@walbrookpr.com
+44 7980 541 893/+44 7884 664
Paul McManus/Sam Allen 686
Notes to editors
YOLO Leisure and Technology plc (www.yoloplc.com)
YOLO Leisure and Technology plc aims to focus on opportunities
in the technology, leisure and media sectors. The Company's
Investing Policy is that the Company will invest in businesses
which have some or all of the following characteristics:
-- strong management with a proven track record;
-- ready for investment without the need for material re-structuring by the Company;
-- generating positive cash flows or imminently likely to do so;
-- via an injection of new finances or specialist management,
the Company can enhance the prospects and therefore the future
value of the investment;
-- able to benefit from the Directors existing network of contacts; and
-- the potential to deliver significant returns for the Company.
Chairman's Statement
Introduction
It is my pleasure to present the annual report and financial
statements for YOLO Leisure & Technology plc ("YOLO" or the
"Company"), covering our financial year ended 30 September 2017.
During this year we have continued to pursue our strategy as an
investment company with the five companies within our
portfolio.
Financial Review
Total comprehensive income for the year was GBP726,153 (2016:
Loss GBP621,530), resulting from unrealised gains on investments of
GBP657,935 (2016: losses GBP372,758) and realised gains on disposal
of investments of GBP270,559 (2016: GBPNil). Cash at the bank at
the year-end was GBP619,939 (2016: GBP139,412).
During the year the Company placed 254,000,000 shares at 1.0p
each raising total gross funds of GBP2,540,000. A further 8,400,000
fee shares were also issued at a price of 1.0p.
As at 30 September 2017 gross assets were GBP4,558,402 (2016:
GBP1,283,888) and the net fair value of investments held was
GBP3,875,483 (2016: GBP1,127,262). Total net assets were
GBP4,514,025 (2016: GBP1,206,871) which represents 1.02 (2016:
0.68) pence per share.
Simplestream Limited
Simplestream is a leading and profitable Software as a Service
("SaaS") provider of online video services specialising in live
streaming, automated catch-up and live-to-Video On Demand ("VOD")
solutions through its proprietary cloud-based Media Manager
platform. Simplestream provides broadcasters and rights owners with
an end-to-end technology services eco-system, with a full range of
multi-platform TV and video distribution products including; low
latency online simulcasts of TV channels, real-time sports
highlights clipping, broadcaster catch-up services, social video
syndication and subscriber management services.
Simplestream's technology platform also provides multi-channel,
multi-territory front-end templated applications for a complete
range of connected devices including mobiles, tablets, connected
TVs and fast growing over the top ("OTT") platforms such as Amazon
Fire TV, Apple TV and Roku. In the UK, Simplestream's "Hybrid TV"
solution is used by leading broadcasters to power "catchup"
services on Freeview, Freesat, YouView and EETV.
Simplestream provides award winning products across a broad
range of sport, entertainment and teleshopping customers, including
A+E Networks, Sony, AMC Networks, Discovery, QVC, At The Races, Box
Nation, Newscorp and MTG. As broadcasters look to make the
transition from traditional satellite and cable delivery to
internet based services, with large new contracts in the pipeline,
Simplestream has great traction and strong potential for growth.
The company is expected to open an office in North America in Q2
2018 as part of a rapid growth plan to double revenues in two
years.
Yolo holds 9,943 shares in Simplestream, which represents 6.34%
on a fully diluted basis.
TVPlayer Limited
TVPlayer is a complete next generation pay TV platform that now
offers comparable functionality to traditional pay TV services
(including live, catch-up, on demand, and Pay Per View).
TV Player is a fully licensed TV service enabling viewers in the
United Kingdom to stream over 98 TV channels. The TV Broadcast
platform offers a "TVPlayer Plus" branded 'no contract, cancel
anytime' monthly or yearly subscription service which allows
consumers access to an additional 34 premium television channels,
with a great selection of catchup. TVPlayer is also ITV's official
online partner for ITV Box Office, a pay-per-view service that
includes the World Boxing Super Series.
The platform is growing at more than 15% per month. Since
January 2014, TVPlayer has attracted over 11 million users onto its
website and a further 4 million app downloads in the UK. In
November 2017 there were 1 million monthly active users, 40,000
paying subscribers and a further 10,000 trial subscribers (80% of
whom convert into paying subscribers).
The business generates revenue through ad supported free viewing
that drives paid subscribers, with additional upsell services.
TVPlayer will be the first platform in the UK to launch network
personal video recording ("nPVR") functionality, enabling users to
record, view and store their favourite shows in the cloud.
TVPlayer completed an investment expansion round for working
capital on 28 February 2017 which was led by A&E Television
Network LLC ("A&E" - a joint venture between Disney and Hearst
Media). YOLO made a further investment of GBP85,896 in TVPlayer to
ensure the Company maintained its existing holding.
The company is currently raising additional funds for expansion,
and expects its valuation to be significantly higher than the
previous rounds. A&E is a major strategic investor with a
24.94% holding, Yolo has a holding of 11,067 shares equating to
4.2% on a fully diluted basis and Beringea LLP holds 10.86%.
Gfinity Plc
Gfinity is an end-to-end esports (also known as competitive
gaming) solution, founded in 2012. Gfinity has quickly established
itself as one of the world's leading esports companies, capable of
providing an end-to-end solution and with a strong reputation for
quality across publishers, players and esports fans. It stages
elite tournaments for the top players in the world, producing
industry leading broadcasts and providing on-line competitions and
content to engage the esports community.
Gfinity has made significant progress this year, with the launch
of the Elite Series season two, partnership with Formula One, the
launch of the Elite Series in Australia, new broadcasting
partnerships with BT Sport, BBC Three and Eleven Sports and the
acquisition of CEVO an American based provider of technology and
services to the esports market.
At the start of the year, YOLO held a total of 2,143,023 shares
in Gfinity Plc. The Company took the opportunity to realise some of
the gains made on the investment over the last three years by the
sale of 1,743,023 of the shares into the market at an average price
of 25.6p realising a gain on the cost of investment of GBP148,707.
YOLO held 400,000 shares in Gfinity at the year-end.
AudioBoom Plc
AudioBoom is one of the world's leading spoken-word audio or
podcasting platforms for hosting, distributing and monetising
content that enables the creation, broadcast and syndication of
audio content across multiple networks and geographies. AudioBoom
works with its partners to monetise their audio via live in-reads,
the dynamic insertion of pre and post roll audio adverts and video
ads. The platform enables partners to deliver their content to
millions of listeners worldwide via embedded (in websites) players,
mobile applications, Facebook and Twitter integrations.
AudioBoom continues to make rapid progress towards monetising
its content platform and announced a funding round of GBP4m on 21
March 2017. Yolo took the opportunity to invest a further GBP46,260
and acquire 1,840,000 shares to increase the holding to 5,340,000
shares, which represents 0.57% of the issued share capital.
Magic Media Works Ltd
Magic Media Works is a music entertainment technology business.
The company's mission is to bring families together, through shared
Music Entertainment Experiences, making every home a Connected
Home.
The Electric Jukebox ROXI, the company's second product,
recently launched both in the UK and US markets and offers five
music entertainment experiences in one music entertainment hub
including unlimited music streaming, Karaoke-style singing, global
radio access, an ambient Sound Machine and its music trivia game,
Name That Tune. The company has global rights agreements with the
major labels; Universal Music Group, Sony Music Group, Warner Music
Group and major independents including Merlin Music, providing
customers with one year's access to a premium music catalogue of
over 29 million music tracks.
In addition to effortless media discovery and consumption,
ROXI's vision is to create experiences that bring people together
around music, and support activity beyond simply listening to
music, with a clearly differentiated software and hardware
offering. Electric Jukebox ROXI has built a multi-territory media
platform with localisation available for language, search,
catalogue and playlist curation.
The company is focused on continually improving engagement with
its consumers through further enhancement and refinement of user
experience and facilitating integration in third party home
ecosystems to ensure that ever more people can access and enjoy the
product. Electric Jukebox ROXI has also launched its consumer media
campaign across digital, social and traditional TV to build
awareness and sales. In Q1 2018 the focus will move to increasing
the addressable market by broadening the product range and price
points with new hardware content configurations which are currently
in development but not yet publicly announced. Magic Media Works
also continues to progress its intellectual property protection
programme, including applications for patents, trademarks and
registered design rights.
On 5 November 2016, the Company completed an investment in Magic
Media Works Ltd by investing GBP1.4m through a convertible loan
note in Magic Media Works ("Loan Notes") bearing interest at a rate
of 10% per annum from 1 March 2017 and were repayable on or before
31 December 2018.
On 5 June 2017 YOLO converted its Loan Notes into 41.42% of the
Magic Media Works shares on a fully diluted basis, and invested a
further GBP500,000 as part of the GBP1.2m Pre-IPO Loan Notes
("Pre-IPO Loan Notes") issued by Magic Media Works Ltd.
The Pre-IPO Loan Notes will convert into ordinary shares in
Magic Media Works at a 33% discount to the share price on an
initial public offer and start to accrue interest at 10% per annum
from 1 December 2017. The Pre-IPO Loan Notes are repayable on 1
December 2019.
At year-end YOLO held 2,673,662 shares which is 41.83% of the
issued share capital.
Placing of shares
On 7 November 2016, the Company completed a placing of
254,000,000 shares at a price of 1.0p raising total gross funds of
GBP2,540,000. A further 8,400,000 fee shares were issued at a price
of 1.0p. Under the terms of the placing each placee also received
one warrant for every five shares subscribed for, exercisable at
1.3p per share.
Post year end investment in TVPlayer and restructuring of Magic
Media
TVPlayer - has raised a further GBP2.2 million of financing in
December 2017, and YOLO has participated with a Convertible Loan of
GBP50,000. TVPlayer expects to raise a further round in early 2018,
with funds used to upgrade additional functionality on the TVPlayer
platform, to license new content and to support the subscriber
growth through marketing.
Magic Media Works has secured commitments of GBP1.46 million
from existing and new investors towards an intended GBP2 million
new round of financing.
Henrik Holmark, previously the CFO of Pandora Jewellery, has
invested GBP650,000 in this fund raise and will join the Magic
board as a non-executive director.
YOLO took the strategic decision not to invest additional
capital into Magic Media. Further, as the largest shareholder in
Magic, YOLO agreed to release some of its shares in Magic and its
anti-dilution rights to acquire additional shares in Magic to new
investors for nominal consideration in order to assist Magic in
completing the fund raise and so help it to achieve its goals and
potential. The board of Magic confirmed to YOLO that the provision
of this support by YOLO has been instrumental in allowing Magic to
move forward to the successful completion of this funding
round.
Following completion of this round of funding YOLO will remain a
significant shareholder in Magic with a shareholding equal to
1,646,682 ordinary shares in Magic (representing 18.6 percent of
the issued share capital of Magic, subject to the GBP2.0 million
fundraise completing) and options over a further 95,000 ordinary
shares.
Completion of the fundraise will enable Magic to start the New
Year with a strengthened board, new product initiatives to roll out
in both the US and UK territories and, crucially, new funding to
help it to execute its development plans. The Board believes this
decision to be in the best interests of shareholders.
Investment Strategy
Our vision is to be a successful and profitable investment
company focussing on technology, travel leisure and media
businesses. We will achieve this by identifying early stage or
turnaround opportunities that require investment and or have the
potential for a reverse takeover. We will invest into businesses
with content and delivery capability that engage customers,
monetise the user experience and have potential to scale.
The Company's Investing Policy is to invest into businesses
which have some or all of the following characteristics:
-- strong management with a proven track record;
-- ready for investment without the need for material re-structuring by the Company;
-- generating positive cash flows or imminently likely to do so;
-- via an injection of new finances or specialist management,
the Company can enhance the prospects and therefore the future
value of the investment;
-- able to benefit from the Directors' existing network of contacts; and
-- the potential to deliver significant returns for the Company.
The Company will focus on opportunities in the technology,
travel, leisure and media sectors.
Whilst the Directors will be principally focused on making an
investment in private businesses, they would not rule out
investment in listed businesses if this presents, in their
judgment, the best opportunity for Shareholders.
The Company intends to be an active investor in situations where
the Company can make a clear contribution to the progress and
development of the investment. In respect of other, more
substantial investment opportunities, the Directors expect that the
Company will be more of a passive investor.
The Directors believe that their broad collective experience
together with their extensive network of contacts will assist them
in the identification, evaluation and funding of appropriate
investment opportunities. When necessary, other external
professionals will be engaged to assist in the due diligence on
prospective targets and their management teams. The Directors will
also consider appointing additional Directors with relevant
experience if required.
There will be no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover pursuant to Rule 14 of
the AIM Rules. Where the Company builds a portfolio of related
assets it is possible that there may be cross-holdings between such
assets. The Company does not currently intend to fund any
investments with debt or other borrowings but may do so if
appropriate.
The Company's primary objective is that of securing for the
Shareholders the best possible value consistent with achieving,
over time, both capital growth and income for Shareholders through
developing profitability coupled with dividend payments on a
sustainable basis.
Outlook
We will continue to pursue and evaluate opportunities that meet
our investment criteria.
The Board has evaluated a number of potential investments during
the year and continues to look at opportunities in the technology,
travel, leisure and media sectors and will only make investments in
those projects that the Board believes has the potential to create
value for shareholders.
I would like to thank our shareholders and advisors for
continuing to show support in the Board and its vision.
Simon Robinson
Chairman
21 December 2017
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 SEPTEMBER 2017
2017 2016
Notes GBP GBP
Revenue - -
Cost of sales - -
------------------ ------------------
Gross profit - -
Other income 2 36,596 14,000
Administrative expenses (272,662) (274,595)
Realised gain on disposal 270,559 -
Unrealised gains/(losses) on remeasurement
to fair value 9 657,935 (372,758)
------------------ ------------------
OPERATING PROFIT / (LOSS) BEFORE FINANCING
ACTIVITIES 692,428 (633,353)
Finance income 3 33,725 11,823
------------------ ------------------
PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE
TAX 4 726,153 (621,530)
Tax charge 7 - -
------------------ ------------------
PROFIT/(LOSS) ON ORDINARY ACTIVITIES AFTER
TAX 726,153 (621,530)
------------------ ------------------
PROFIT/(LOSS) FOR THE YEAR ATTRIBUTABLE
TO EQUITY
SHAREHOLDERS 726,153 (621,530)
------------------ ------------------
TOTAL COMPREHENSIVE INCOME / (EXPENSES)
ATTRIBUTABLE TO:
Equity holders of the company 726,153 (621,530)
------------------- -------------------
Profit / (Loss ) per share (pence per share)
Basic 8 0.18p (0.37)p
========= =========
Diluted 0.18p (0.37)p
========= =========
STATEMENT OF FINANCIAL POSITION
FOR THE YEARED 30 SEPTEMBER 2017
2017 2016
Notes GBP GBP
ASSETS
Non-current assets
Investments 9 3,875,483 1,127,262
-------------------- --------------------
3,875,483 1,127,262
-------------------- --------------------
Current assets
Trade and other receivables 10 62,980 17,214
Cash and cash equivalents 619,939 139,412
-------------------- --------------------
682,919 156,626
-------------------- --------------------
TOTAL ASSETS 4,558,402 1,283,888
========== ==========
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables 11 44,377 77,016
-------------------- --------------------
Total liabilities 44,377 77,016
-------------------- --------------------
Equity
Share capital 12 5,206,954 2,582,954
Share premium account 7,574,273 7,617,273
Retained earnings (8,267,202) (8,993,355)
--------------------- ---------------------
Total equity attributable
to equity
shareholders of the parent 4,514,025 1,206,872
--------------------- ---------------------
TOTAL EQUITY AND LIABILITIES 4,558,402 1,283,888
========== ==========
The financial statements were approved and authorised for issue
by the Board of Directors on 21 December 2017, and were signed
below on its behalf by:
Simon Robinson
Director
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2017
Share
Share Premium Retained
capital Account Earnings Total
GBP GBP GBP GBP
At 1 October 2015 2,182,954 7,439,303 (8,371,825) 1,250,432
Total comprehensive
expense for the
year - - (621,530) (621,530)
Transactions with
owners
Shares issued 400,000 200,000 - 600,000
Cost of new issue - (22,030) - (22,030)
----------------- ------------------ -------------------- ------------------
At 1 October 2016 2,582,954 7,617,273 (8,993,355) 1,206,872
Total comprehensive
income for the
year - - 726,153 726,153
Transactions with
owners
Shares issued 2,624,000 - - 2,624,000
Cost of new issue - (43,000) - (43,000)
----------------- ------------------ -------------------- ------------------
At 30 September
2017 5,206,954 7,574,273 (8,267,202) 4,514,025
========= ========== =========== =========
Share capital
Represents the par value of shares in issue.
Share premium
Represents amounts subscribed for share capital in excess of its
nominal value, net of directly attributable issue costs.
Retained earnings
Represents accumulated losses to date.
STATEMENT OF CASH FLOWS
FOR THE YEARED 30 SEPTEMBER 2017
2017 2016
GBP GBP
Operating activities
Profit / (Loss) for the year 726,153 (621,530)
Adjustments for:
(Increase) in trade and other
receivables (45,766) (665)
(Increase) / Decrease in trade
and other payables (32,639) 38,152
Net finance cost / (income) 33,725 (11,823)
Unrealised (gains) / losses
on remeasurement to fair value (657,935) 372,758
Realised (gains) on disposal
of investments (270,559) -
------------------- -------------------
Net cash used in activities (247,021) (223,108)
------------------- ------------------
Investing activities
Payments to acquire investments (2,265,087) (269,174)
Receipts from disposal of investments 445,360 -
Net finance income (33,725) 11,823
------------------- ---------------------
Net cash (used in) investing activities (1,853,452) (257,351)
------------------- --------------------
Financing activities
Net proceeds from issue of shares 2,581,000 577,970
------------------ ------------------
Net cash generated from financing
activities 2,581,000 577,970
------------------- ---------------------
Taxation - -
Net increase/(decrease) in cash
and cash equivalents 480,527 97,511
Cash and cash equivalents at
the start of the year 139,412 41,901
------------------ -------------------
Cash and cash equivalents at
the end of the year 619,939 139,412
------------------ -------------------
Cash and cash equivalents consists
of:
Cash and cash equivalents 619,939 139,412
========= ==========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 SEPTEMBER 2017
1. ACCOUNTING POLICIES
1.1 Basis of preparation
The financial statements have been prepared in accordance with
EU endorsed International Accounting Standards and International
Financial Reporting Standards (collectively "IFRS") and the
requirements of the Companies Act 2006 applicable to companies
reporting under IFRS.
The financial statements are presented in sterling and have been
prepared on the historical cost basis, except where IFRS requires
an alternative treatment. The principal variations from historical
cost relate to financial instruments (IAS 39).
The Company is a public listed company, quoted on AIM and is
incorporated and domiciled in the UK.
Adoption of international accounting standards
Standards adopted early by the Company
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for later
accounting periods and which have not been adopted early. There
were no new standards, amendments or interpretations that are
expected to have a material impact on the Company.
1.2 Going Concern
The Company had net assets of GBP4,514,025 as at 30 September
2017 (2016 net assets of GBP1,206,872) and generated a profit
before tax of GBP726,153 (2016 loss before tax: GBP621,530) in the
reporting period.
The Directors have prepared a cash flow forecast for the period
ending 31 March 2018. Having considered all known costs, the Board
is of the opinion that there are sufficient funds available to
continue as a going concern for the foreseeable future. The Board
is also planning to raise additional funds to continue to carry out
its investment strategy as opportunities arise.
In light of this and after taking into account all information
that could reasonably be expected to be available, the Directors
are confident that the Company will remain in operational existence
for the foreseeable future and that the going concern basis of
preparation is appropriate to the Company's financial
statements.
1.3 Revenue
Revenue is recognised when revenue and associated costs can be
measured reliably and future economic benefits are probable.
Revenue is measured at fair value of consideration received or
receivable for goods and services provided in the normal course of
business, net of discounts, VAT and other sales related taxes.
1.4 Interest income
Interest income is accrued on a time apportioned basis, by
reference to the principal outstanding and at the effective
interest rate applicable.
1.5 Deferred taxation
The tax expense represents the sum of the current tax expense
and deferred tax expense.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from accounting profit as reported in
the Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other years and
further excludes items that are never taxable or deductible. The
Company's liability to current tax is measured using tax rates that
have been enacted or substantively enacted by the reporting
date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available against
which deductible temporary differences can be utilised.
1. ACCOUNTING POLICIES (continued)
1.5 Deferred taxation (continued)
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or if the initial liabilities in a
transaction that affect either the taxable profit or the accounting
profit.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient future taxable profits will be available
to allow all or part of the asset to be recovered.
Deferred tax is calculated at the rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity.
1.6 Financial instruments
Financial assets and financial liabilities are recognised on the
balance sheet when the Company has become a party to the
contractual provisions of the instrument.
Investments
Equity investments are initially recognised at cost, being the
consideration paid. All investments are classified at fair value
through profit or loss and measured at fair value with changes in
their fair value recognised in the Statement of Comprehensive
Income in the year in which they arise. In respect of unquoted
investments (Level 3) fair value is determined by reference to a
variety of valuation techniques. In respect of quoted or listed
investments (Level 1) the value is based on the closing mid-market
price recorded by the relevant market.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held
at call with banks and other short term deposits with maturities of
three months or less. Bank overdrafts also form part of net cash
and cash equivalents for the purposes of the cash flow
statement.
Trade and other receivables
Trade and other non-interest bearing receivables are initially
recognised at cost and are subsequently measured at amortised cost
using the effective interest method, less provision for impairment.
A provision for impairment of trade receivables is established when
there is objective and probable evidence that it is uncertain if
the amount due can be collected. Movement in the provision charged
or credited in the period is recognised in the income
statement.
The Company discounts some of its trade receivables. The
accounting policy is to continue to recognise the trade receivables
within current assets and to record cash advances as borrowings
within current liabilities. Discounting fees are charged to the
income statement as finance costs.
Trade and other payables
Trade and other payables are not interest bearing and are
initially recognised at cost and are subsequently measured at
amortised cost using the effective interest method.
Equity instruments
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs.
1.7 Share based payments
The Company issues equity-settled and cash-settled share-based
payments to certain employees. Equity-settled share-based payments
are measured at fair value at the date of grant by reference to the
fair value of the equity instruments granted. The fair value
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 Company's estimate of the number of instruments that will
eventually vest with a corresponding adjustment to equity. Fair
value is measured by use of a Black Scholes model. The expected
life use in the model has been adjusted based on management's best
estimates, for the effect of non-transferability, exercise
restrictions, and behavioral considerations.
Non-vesting and market vesting conditions are taken into account
when estimating the fair value of the option at grant date. Service
and non-market vesting conditions are taken into account by
adjusting the number of options expected to vest at each reporting
date.
1.8 Standards in issue but not yet effective
New standards and interpretations currently in issue but not
effective, based on EU mandatory effective dates, for accounting
periods commencing on or after 1st October 2017 are:
- IFRS 9 Financial Instruments (EU effective date 1st January
2018)
- IFRS 15 Revenues from Contracts with Customers (EU effective
date 1st January 2018)
- IFRS 16 Leases (EU effective date 1st January 2019)
- Amendments to IAS 7 Statement of Cashflows (effective for
accounting periods beginning on or after 1st January 2017)
- Amendments to IAS 16 Property, Plant and Equipment (effective
for accounting periods beginning on or after 1st January 2017)
- Amendments to IAS 34 Interim Financial Reporting (effective
for accounting periods on or after 1st January 2017)
- Amendments to IAS 38 Intangible Assets (effective for
accounting periods beginning on or after 1st January 2017)
The Company is in the process of assessing the impact of these
new standards and interpretations on its financial reporting but
has as yet not adopted any before the effective date
1.9 Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based
on historical experience, internal controls, advice from external
experts and other factors, including expectations of future events
that are believed to be reasonable under circumstances.
2. OTHER INCOME 2017 2016
GBP GBP
Management fees 36,596 14,000
========= =========
3. FINANCE INCOME 2017 2016
GBP GBP
Bank and other interest (paid) / received (189) 11,823
Other interest receivable 33,914 -
------------------ ------------------
33,725 11,823
========= =========
4. PROFIT / (LOSS) FOR THE YEAR BEFORE TAX 2017 2016
GBP GBP
Profit / (Loss) for the year is stated after
charging:
Auditors' remuneration
- audit services 11,850 10,750
- non-audit services 2,975 1,000
========= ==========
5. DIRECTORS' EMOLUMENTS 2017 2016
GBP GBP
Aggregate emoluments including benefits
in kind, by director,
are as follows:-
Simon Robinson 50,000 50,000
Sohail Bhatti 55,681 54,988
------------------ ------------------
Aggregate emoluments 105,681 104,988
========= =========
No director benefitted from any increase in the value of
warrants during the year. No director exercised share warrants in
the year.
The number of Directors for whom retirement benefits are
accruing under defined contribution schemes was Nil (2016: GBPNil).
The total contributions payable during the year amounted to GBPNil
(2016: GBPNil).
Warrants were awarded to Directors for services during the year.
Warrants held at the end of the year are detailed below
2016 2016
Number Number
Simon Robinson - exercise price 1.3p,
expires 15 July 2017 - 4,461,538
- exercise price 1.8p, expires
31 July
2017 - 400,000
- exercise price 1.3p expires 31 9,800,000 -
October
2019
Sohail Bhatti - exercise price 1.3p,
expires 15 July 2017 - 1,500,000
- exercise price 1.8p, expires
31 July
2017 - 166,666
----------------------- -----------------------
9,800,000 6,528,204
=========== ===========
Warrants acquired by the Directors during the year were acquired
as part of a placing that took place on 7 November 2016 on terms
similar to other shareholders.
Simon Robinson was awarded a further 9,000,000 warrants with an
exercise price of 1.3p and expiring on 31 October 2019.
6. STAFF COSTS 2017 2016
Number Number
The average monthly number of employees
(including Directors)
during the year was
Administration 2 2
======== ========
GBP GBP
Employment costs
Wages and salaries 100,000 100,000
Social security costs 8,863 9,107
------------------ ------------------
108,863 109,107
========= =========
7. TAXATION 2017 2016
GBP GBP
7(a) Current year tax
UK corporation tax (note 7(b)) - -
======= ========
7(b) Factors affecting the tax charge for the year
Profit/(loss) on ordinary activities before
taxation 726,153 (621,530)
----------------- -----------------
Profit/(loss) on ordinary activities before
taxation multiplied by the main
rate of UK corporation tax 19.50% (2016: 20%) 141,590 (124,360)
----------------- -----------------
Effects of:
Non deductible expenses (128,263) 74,552
Non taxable income (52,755)
Chargeable gain 25,055
Deferred tax not recognised 14,373
Carried forward management expenses 48,754
------------------ -----------------
Current tax charge - -
========= ========
8. PROFIT / (LOSS) PER SHARE
The calculations of loss per share are based on the following
losses and number of shares.
2017 2016
Basic Diluted Basic Diluted
Profit /
(Loss)
for the
financial
year 726,153 726,153 (621,530) (621,530)
-------------------------- ------------------------ ------------------------ -----------------------
Weighted
average
number of
shares for
basic and
diluted
loss per
share 414,723,306 414,723,306 166,226,947 166,226,947
============= ============= ============ ===========
9. INVESTMENTS Level 1 Level 3 Total
GBP GBP GBP
Held at fair value
At 1 October 2016 300,588 826,674 1,127,262
Additions during the year 46,260 2,218,827 2,265,087
Disposals during the year (174,801) - (174,801)
Revaluation 92,808 565,127 657,935
---------------------- ---------------------- ------------------------
At 30 September 2017 264,855 3,610,628 3,875,483
---------------------- ---------------------- -----------------------
Net book value
At 30 September 2017 264,855 3,610,628 3,875,483
=========== =========== ===========
At 30 September 2016 300,588 826,674 1,127,262
=========== =========== ===========
Investments are measured at fair value. The Directors consider
that the carrying amount of investments approximates to their fair
value.
Level 1 reflects financial instruments quoted in an active
market.
All unquoted investments are Level 3 in the fair value
hierarchy, being financial instruments whose fair value is
determined in whole or in part using valuation techniques based on
assumptions that are not supported by prices from observable market
transactions in the same instrument and not based on available
observable market data.
The Company acquired the following investments during the
year:
On 28 February 2017 the Company made an investment of GBP85,896
in TVPlayer to ensure the Company maintained its existing
holding.
On 21 March 2017 the Company took the opportunity to invest a
further GBP46,260 and acquire 1,840,000 shares in AudioBoom to
increase the holding to 5,340,000 shares.
Magic Media Works Ltd
On 7 November 2016 the Company invested GBP1.4m through a
convertible loan note in Magic Media Works ("Loan Notes"). The Loan
Notes bear interest at a rate of 10% per annum from 1 March 2017
and are repayable on or before 31 December 2018.
On 5 June 2017 YOLO converted its Loan Notes to 41.42% of the
Magic Media Works shares on a fully diluted basis, and invested a
further GBP500,000 as part of the GBP1.2m Pre-IPO Loan Notes
("Pre-IPO Loan Notes") issued by Magic Media Works Ltd.
The Pre-IPO Loan Notes will convert into ordinary shares in
Magic Media Works at a 33% discount to the share price on an
initial public offer and will start to accrue interest at 10% per
annum from 1 December 2017. The Pre-IPO Loan Notes are repayable on
1 December 2019.
10. TRADE AND OTHER RECEIVABLES 2017 2016
GBP GBP
Trade receivables 20,100 8,400
Prepayments and accrued
income 5,990 8,814
Other receivables 36,890 -
----------------- -----------------
62,980 17,214
======== ========
The Directors consider the carrying value of trade receivables
to equal their fair value. No interest is charged on
receivables.
11. TRADE AND OTHER PAYABLES 2017 2016
GBP GBP
Other taxes and social
security costs 7,857 8,123
Accruals and deferred income 36,520 68,893
--------------- ---------------
44,377 77,016
======== ========
The Directors consider the carrying value of trade payables to
equal their fair value.
12. SHARE CAPITAL 2017 2016
GBP GBP
Issued and fully paid
As at 1 October 2,582,954 2,182,954
Issue of 262,400,000 (2016: 40,000,000)
Ordinary shares of 1p each 2,624,000 400,000
----------------------- -----------------------
At 30 September 2017 5,206,954 2,582,954
=========== ===========
The Company has the following classes
of share capital
Ordinary shares 441,322,758 (2016: 178,922,758)
shares of 1p each 4,413,228 1,789,228
Deferred shares (8,819,181 shares of
9p each) 793,726 793,726
---------------------- ----------------------
5,206,954 2,582,954
=========== ===========
Share transaction history
During the 2017 financial year the following share transactions
took place.
Quantity
of
1p shares Value
GBP
7 November 2016 Placing 262,400,000 2,624,000
========== ========
The Ordinary shares have full voting rights, priority dividend
rights and priority in the case of winding up.
The Deferred shares have no voting rights and shareholders are
not entitled to any dividend, and only receive the nominal amount
paid up on their share after there has been a distributed
GBP1,000,000 to the holders of the Ordinary shares. The Deferred
shares shall not entitle the holders thereof to any further or
other right of participation in the assets of the Company.
Warrants
During the year warrants were granted as follows:
Type Exercise price Expiry date Number
Placing warrants 1.3p 31 October 2019 50,800,000
Director Warrants 1.3p 31 October 2019 9,000,000
Warrant Number Exercise price Expiry Date
pence
As At 1 October
2016 20,973,048 1.3p 15/07/2017
3,059,846 1.3p 15/07/2019
8,000,000 1.8p 27/01/2018
10,000,000 1.8p 31/07/2017
------------------------
42,032,894
Lapsed (20,973,048) 1.3 15/07/2017
(10,000,000) 1.8 31/07/2017
Granted during the
year 59,800,000 1.3 31/10/2019
-------------------------
70,859,846
-------------------------
As At 30 September
2017 3,059,846 1.3 15/07/2019
8,000,000 1.3 27/01/2018
59,800,000 1.3 31/10/2019
------------------------
70,859,846
============
13. FINANCIAL INSTRUMENTS
The Company's financial instruments comprise cash and various
items such as trade receivables and trade payables that arise
directly from its operations.
Categories of fair values of financial assets and
liabilities
Set up below is a comparison by category of the carrying amounts
and fair values of the Company's financial instruments:
2017 2016
GBP GBP
Financial assets
Cash and cash equivalents 619,939 139,412
Trade receivables 20,100 8,400
Other receivables 36,890 -
-------------- --------------
Total financial assets 676,929 147,812
Non-financial assets
Prepayments and accrued
income 5,991 8,814
Other receivables -
--------------- ---------------
TOTAL ASSETS 682,920 156,626
======== ========
Financial liabilities
Financial liabilities measured at
amortised cost:
Accruals 29,614 68,892
--------------- ---------------
29,614 68,892
Non-financial liabilities
Other payables 14,765 8,124
--------------- ---------------
TOTAL LIABILITIES 44,379 77,016
======== =========
The fair value of the Company's financial assets and liabilities
are considered by the Directors not to be materially different from
their carrying values in the statement of financial position, as
such no fair value hierarchy analysis has been produced.
It is and has been throughout the period under review, the
Company's policy that no trading in financial derivatives shall be
undertaken.
The main risks arising from the Company's financial instruments
are interest rate movements, liquidity risk, and credit risk. The
Directors do not consider there to be significant exposure to
market or price risk.
Interest rate risk
It is the Company's policy to regularly review the Company's
exposure to interest rate risk.
Financial assets
The Company's exposure to interest rate risk currently applies
only to the interest received on cash deposits which is based on
the NatWest base rate. The Company's floating rate cash balances at
the year-end were GBP115,412 (2016: GBP115,391).
13. FINANCIAL INSTRUMENTS (continued)
Liquidity risk
The principal risk to which the Company is exposed is liquidity
risk. The nature of the Company's activities means it finances its
operations through retained earnings and the issue of new shares to
investors. The principal cash requirements are in relation to the
Company's investing policy and meeting working capital
requirements. The Company seeks to manage liquidity through
planning, forecasting, and careful cash management.
Credit risk
The Company carries out credit checks on potential customers and
monitors and chases debts that are overdue to mitigate their credit
risk.
Capital management
The Company's main objective when managing capital is to protect
returns to shareholders by ensuring the Company will continue to
invest and trade profitably in the foreseeable future. The Company
also aims to maximise its capital structure of equity so as to
minimise its cost of capital. The Company expects its current and
projected capital resources to be sufficient to cover its existing
liabilities.
The Company has not made any changes to its capital management
during the year.
14. ULTIMATE CONTROLLING PARTY
The Company is admitted to AIM and there is no individual
controlling party. The Directors' Report provides details of those
shareholders with an individual holding exceeding 3% of issued
share capital.
15. RELATED PARTY DISCLOSURES
As well as remuneration of Directors (Note 5), the following
transactions fall within the scope of IAS 24 Related Party
Disclosures.
During the year Sports Resource Group Limited, a company
controlled by Chris Akers who is a shareholder in Yolo Leisure and
Technology Plc was paid GBP160,000 (2016: GBPNil) for corporate
services. At the year end the Company owed GBPNil (2016: GBPNil) to
Sports Resource Group Limited.
16. Post Balance Sheet Events
TVPlayer - is raising further funds of GBP12m to invest further
in technology, marketing and some senior appointments. It has to
date secured over GBP2m from existing and new investors. YOLO has
agreed to invest a further GBP50,000 in TVPlayer via a convertible
loan note as part of this fundraise.
Magic Media Works has secured commitments of GBP1.46m from
existing and new investors towards an intended GBP2 million new
round of financing.
Henrik Holmark, previously the CFO of Pandora Jewellery, has
invested GBP650,000 in this fund raise and will join the Magic
board as a non-executive director.
YOLO has taken the strategic decision not to invest additional
capital into Magic. Further, as the largest shareholder in Magic,
YOLO agreed to release some of its shares in Magic and its
anti-dilution rights to acquire additional shares in Magic to new
investors for nominal consideration in order to assist Magic in
completing the fund raise and so help it to achieve its goals and
potential. The board of Magic confirmed to YOLO that the provision
of this support by YOLO has been instrumental in allowing Magic to
move forward to the successful completion of this funding
round.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR OKDDNKBDBFBB
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