TIDMTWL
RNS Number : 6156D
Weather Lottery PLC (The)
30 April 2013
The Weather Lottery plc
("TWL" or the "Company")
Half-Yearly Report for the period ended 31 January 2013
30 April 2013
Chairman's Statement
The half year figures to 31 January 2013 show that each of the
three trading subsidiaries have made a small profit. However after
taking account of the costs associated with the listing on AIM and
the additional costs associated with the Gambling Commission
investigation culminating in the decision of the Review Panel on 10
January 2013, to which I referred to in my last statement, TWL has
made a loss for the period of GBP88,000 (GBP41,000 EBITDA).
Prize Provision Services Limited, the holder of the Gambling
Commission licence and operator of the core Weather Lottery
business, made a net contribution before overheads of GBP138,000.
The new conditions applied to the licence by the decision of the
Gambling Commission Panel have been complied with so far. The final
conditions will be fulfilled by early June within the time limits
specified when the Lottery should be fully compliant under the Law
and the Commission's Code of Practice. We are indebted to J
Williams, J Botros and consultant G Caswell who have managed the
installation of new procedures over the past months. The Company
reserves its position with regard to the possible claims against
former Directors in respect of the historic breaches of both law
and the code of practice which the Gambling Commission Panel found
to have occurred in the past, and letters before action have been
sent to the previous directors. The insurance company providing
directors and officers cover have been notified of this potential
substantial claim . The theft and misuse of funds (as originally
announced on 14 January 2011), and amounting to around GBP200,000
in total over a five year period, have caused working capital
levels within the group to be very constrained, and that situation
continues despite the efforts and financial commitments of the
management. The Board believes that the Lottery operation can now
be expanded with the confidence that it is to be fully
compliant.
Soccerdome Limited the five-a-side operator made a small profit
of GBP19,000 which takes account of the compensation package agreed
with the Nottingham City Council. This package includes provision
for an extended lease on the re-opening of the facility as part of
the new GBP20million development by the City Council in early 2015.
On re-opening with the long lease the Board believes the site will
represent a substantially enhanced capital asset with equally
significant earning potential.
Devilfish Poker Limited has made a profit of GBP14,000. Costs
are now under control although as I stated before it does not form
part of the future strategy of the business.
The Board of TWL have been actively evaluating and progressing a
number of potential transactions since the end of the period
covered by these accounts. The Board has concluded that the current
activities of the Company are insufficiently large to take full
advantage of the Company's AIM quotation. One of these negotiations
has now reached an advanced stage and we would hope to announce
something shortly.
The Right Honourable Lord E T Razzall CBE
Chairman
For further information contact:
The Weather Lottery PLC 01905 621123
Website www.theweatherlotteryplc.com
Allenby Capital Limited (Nomad)
Nick Harriss/Nick Athanas/James Reeve 020 3328 5658
SVS Securities (Broker)
Alex Brearley 020 7638 5600
CONDENSED CONSOLIDATED INCOME STATEMENT
Period ended Period ended Year ended
31 January 31 January 31 July
2013 2012 2012
Notes (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Revenue 483 634 1,142
Cost of Sales (300) (429) (723)
------------------- --------------------- ---------------------
Gross Profit 183 205 419
Administrative expenses (247) (401) (705)
(Loss) from operations (64) (196) (286)
Finance expenses (24) (5) (5)
Finance income - - -
------------------- --------------------- ---------------------
(Loss) before taxation (88) (201) (291)
Taxation - - -
------------------- --------------------- ---------------------
Attributable to equity holders (88) (201) (291)
Earnings per share:
Basic (loss) per ordinary share 2 (0.02)p (0.05)p (0.07)p
------------------- --------------------- ---------------------
Fully diluted (loss) per ordinary share (0.02)p (0.05)p (0.06)p
------------------- --------------------- ---------------------
All results derive from continuing operations.
There are no recognised income or expenses other than the loss
for the period.
CONDENSED CONSOLIDATED BALANCE SHEET
Period ended Period ended Year ended
31 January 31 January 31 July
2013 2012 2012
Notes (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 463 490 476
Goodwill 467 467 467
Intangible assets 34 73 44
--------------------- ---------------------- ----------------------
964 1,030 987
--------------------- ---------------------- ----------------------
Current assets
Inventories 2 - 2
Trade and other receivables 124 208 101
Cash and cash equivalents 59 16 18
--------------------- ---------------------- ----------------------
185 224 121
--------------------- ---------------------- ----------------------
Total Assets 1,149 1,254 1,108
--------------------- ---------------------- ----------------------
LIABILITIES
Current liabilities
Trade and other payables 976 902 805
Bank and other borrowings 21 38 37
--------------------- ---------------------- ----------------------
997 940 842
Non-current liabilities
Bank and other borrowings 14 39 40
--------------------- ---------------------- ----------------------
1,011 979 882
--------------------- ---------------------- ----------------------
Total Net Assets 138 275 226
--------------------- ---------------------- ----------------------
EQUITY
Capital and reserves attributable to
equity
holders
Called up share capital 3 442 403 442
Share premium account 1,321 1,319 1,321
Retained earnings (1,625) (1,447) (1,537)
--------------------- ---------------------- ----------------------
Total equity 138 275 226
--------------------- ---------------------- ----------------------
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Retained
Capital Premium Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 August 2011 380 1,233 (1,246) 367
Issue of new shares in
the period 23 86 109
Loss for the period (201) (201)
Balance at 31 January
2012 403 1,319 (1,447) 275
Shares issued less
costs 39 2 41
Loss for the period (90) (90)
Balance at 31 July
2012 442 1,321 (1,537) 226
Issue of new shares in -
period
Loss for the period (88) (88)
Balance at 31 January
2013 442 1,321 (1,625) 138
-------- -------------------------------- --------------------- ------------------------
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Period Period ended Year ended
ended
31-Jan 31-Jan 31-Jul
2013 2012 2012
Notes (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Net cash generated
(used in)/from
operations 4 107 (145) (135)
Interest and
financing costs (24) (5) (5)
--------------------------------- ------------------------ ------------------------
Net cash
inflow/(outflow)
from operating
activities 83 (150) (140)
--------------------------------- ------------------------ ------------------------
Cash flow from
investing activities:
Acquisition of - - -
subsidiary
undertakings
Purchase of
intangible assets - - (11)
Purchase of property,
plant and equipment - (7) (5)
--------------------------------- ------------------------ ------------------------
Net cash generated
from investing
activities - (7) (16)
--------------------------------- ------------------------ ------------------------
Financing
Net proceeds from
issue of shares - 109 150
Proceeds of new bank - - -
and other loans
Repayment of bank and
other loans (42) (10) (50)
--------------------------------- ------------------------ ------------------------
Net cash from
financing activities (42) 99 100
--------------------------------- ------------------------ ------------------------
(Decrease)/increase
in cash and cash
equivalents:
(Decrease)/increase
in cash and cash
equivalents 41 (58) (56)
Cash and cash
equivalents at
beginning of period 18 74 74
Cash and cash
equivalents at end
of period 59 16 18
--------------------------------- ------------------------ ------------------------
Comprising of:
Cash and cash
equivalents per the
balance sheet 59 16 18
Less:
Bank overdraft - - -
--------------------------------- ------------------------ ------------------------
Cash and cash
equivalents for
cashflow statement
purposes 59 16 18
--------------------------------- ------------------------ ------------------------
NOTES TO THE INTERIM FINANCIAL REPORT
1. Accounting policies
Basis of Accounting and Preparation
These interim results for the six months ended 31 January 2013
have been prepared using the historical cost and fair value
conventions on the basis of the accounting policies set out below.
This interim report has been prepared in accordance with IFRS's, it
is not in accordance with IAS 34 and therefore is not fully
compliant with IFRS.
These interim results have been prepared under the historical
cost convention. Areas where other bases are applied are identified
in the accounting policies below.
The financial information set out in this interim report does
not constitute statutory accounts as defined in the Companies Act
2006. The Company's statutory financial statements for the year
ended 31 July 2012 have been filed with the Registrar of Companies.
The auditor's report on those financial statements was unqualified,
although it did include a reference to disclosures concerning Going
Concern which the auditor drew attention by way of emphasis without
qualifying their report and did not contain a statement under
section 498(2) or (3) of the Companies Act 2006.
This announcement contains certain forward-looking statements
with respect to the operations, performance and financial position
of the Group. By their nature, these statements involve uncertainty
since future events and circumstances can cause results and
developments to differ materially from those anticipated. The
forward-looking statements reflect knowledge and information
available at the date of the preparation of this announcement and
the Company undertakes no obligation to update these
forward-looking statements. Nothing in this Interim Financial
Report should be construed as a profit forecast.
The results for the six months ended 31 January 2013 were
approved by the Board on 29 April 2013.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 January and 31 July each year.
Control is achieved where the Company has the power to govern the
financial and operating policies so as to obtain benefits from its
activities.
Business combinations
The purchase method of accounting is used for all acquired
businesses as defined by IFRS3 - Business Combinations.
As a result of the application of the purchase method of
accounting, goodwill is initially recognised as an asset being the
excess at the date of acquisition of the fair value of the purchase
acquisition consideration plus directly attributable costs of
acquisition over the net fair values of the identifiable assets,
liabilities and contingent liabilities of the subsidiaries
acquired.
Goodwill arising on acquisitions before the date of transition
to IFRS is subject to alternative policies for valuation as
described below.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Intangible assets
An intangible asset is considered identifiable only if it is
separable or arises from contractual or other legal rights,
regardless of whether those rights are transferable or separable
from the entity or from other rights and obligations.
For intangible assets with finite useful lives, amortisation is
calculated so as to write off the cost of an asset less its
estimated residual value over its economic life as follows:
Software development - 10 years
Website development costs - 3 years
In addition to amortisation, at each balance sheet date the
Group reviews the carrying amounts of its intangible assets to
determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Recoverable amount is
the higher of fair value less costs to sell and value in use. An
impairment loss is recognised as an expense immediately, unless the
relevant asset is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease. Where an
impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no
impairment loss been recognised for the asset in prior years.
Financial instruments
Financial assets and financial liabilities are recognised on the
Group's balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Trade receivables
Trade receivables do not carry any interest and are stated at
their nominal value as reduced by appropriate allowances for
estimated irrecoverable amounts.
Financial liability and equity
Financial liabilities and equity instruments are classified
according to the substance of the contractual agreements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting all of
its liabilities. Equity instruments are recognised at the amount of
proceeds received net of costs directly attributable to the
transaction. To the extent that those proceeds exceed the par value
of the shares issued they are credited to a share premium
account.
Trade payables
Trade payables are not interest-bearing and are stated at their
nominal value.
Goodwill
Goodwill arising on consolidation represents the excess cost of
acquisition over the group's interest in the fair value of the
identifiable assets and liabilities of a subsidiary, associate or
jointly controlled entity at the date of acquisition.
Goodwill is recognised as an asset and reviewed for impairment
at least annually. Any impairment is recognised immediately in the
income statement and is not subsequently reversed. Goodwill arising
on acquisition before the date of transition to IFRS has been
retained at the previous UK GAAP amounts subject to being tested
for impairment at that date.
On disposal of a subsidiary, associate or jointly controlled
entity, the attributable amount of goodwill is included in the
determination of the profit or loss on disposal.
Revenue recognition
Revenue represents takings received for entry into the prize
draws. The revenue is recognised upon receipt of the money for the
period that the draws take place, net of VAT and other
sales-related taxes.
Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
The charge for taxation is based on the taxable profit or loss
for the period and takes into account taxation deferred because of
timing differences between the treatment of certain items for
taxation and accounting purposes. Current tax is provided at
amounts expected to be paid (or recovered) using the tax rates and
laws that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet date
where transactions or events that result in an obligation to pay
more, or a right to pay less, tax in the future have occurred at
the balance sheet date. Timing differences are differences between
the Group's taxable profits and its results as stated in the
financial information that arises from the inclusion of gains and
losses in tax assessments in periods different from those in which
they are recognised in the financial information.
A net deferred tax asset is regarded as recoverable and
therefore recognised only when, on the basis of all available
evidence, it can be regarded as more likely than not that there
will be suitable taxable profits from which the reversal of the
underlying timing differences can be deducted.
Deferred tax is measured at the tax rates that are expected to
apply in the periods in which the timing differences are expected
to reverse based on tax rates and laws that have been enacted or
substantively enacted at the balance sheet date. Deferred tax is
measured on a non-discounted basis.
2. Earnings per ordinary share
The calculation of basic earnings per share is based on the
results and weighted average number of ordinary shares as
follows:
Period ended Period ended Year ended
31-Jan 31-Jan 31-Jul
2013 2012 2012
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Attributable to equity (88) (201) (291)
-------------------------- -------------------- --------------------
Weighted average number of
ordinary shares:
Basic 441,627,159 398,923,455 404,312,311
-------------------------- -------------------- --------------------
Fully diluted 459,227,159 422,923,455 428,312,311
-------------------------- -------------------- --------------------
The fully diluted number of ordinary shares includes 17.6
million options, to subscribe for Ordinary shares of 0.1p each,
which were issued in June 2010. None of these options have been
exercised in the period.
3. Share capital
As at As at As at
31-Jan 31-Jan 31-Jul
2013 2012 2012
GBP'000 GBP'000 GBP'000
Issued and fully paid:
441,627,159 ordinary shares of 0.1p each 442 403 442
------------------ -------------------- --------------------
4. Cash used in Operations
Period ended Period ended Year
ended
31-Jan 31-Jan 31-Jul
2013 2012 2012
GBP'000 GBP'000 GBP'000
(Loss) from operations (88) (201) (291)
Finance costs 24 - 5
Depreciation of tangible fixed assets 23 26 32
Amortisation of intangible assets - - 40
Decrease in debtors (23) 1 108
(Decrease)/increase in creditors 171 (28) (29)
Cash generated (used in)/from operations 107 (145) (135)
---------------------- ------------------------ ------------------------
5. Interim Financial Report
The unaudited interim financial report, which is the
responsibility of the directors and was approved by them on 29
April 2013 does not constitute statutory accounts within the
meaning of Section 435 of the Companies Act 2006.
This report is available on The Weather Lottery's website at
www.theweatherlotteryplc.com. Copies are available from the Company
at its registered office:
The Old Rectory, Main Road, Ombersley, Droitwich, WR9 0EW
This information is provided by RNS
The company news service from the London Stock Exchange
END
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