(formerly One Media Publishing Group Plc)
Annual Report & Accounts
For the year ended 31 October 2012
Company No. 05799897
Formerly One Media Publishing Group Plc
Company Information
Directors
Michael Anthony Infante JP
Nigel Smethers
Scott Cohen
Roman Poplawski
Secretary
Nigel Smethers
Registered Office
Corporate Advisers
Solicitors
Bankers
Registrars
Auditors
Pinewood Studios
623 East Props Building
Pinewood Road
Iver Heath
Buckinghamshire
SLO ONH
Hybridan LLP
Warnford Court
29 Throgmorton Street
London
EC2N 2AT
Hamlins LLP
Roxburghe House
273-287 Regent Street
London
W1B 2AD
Barclays Bank Plc
Soho Square
Leicester
Leicestershire
LE87 2BB
Share Registrars Ltd
9 Lion and Lamb Yard
Farnham
Surrey
GU9 7LL
James Cowper LLP
3 Wesley Gate
Queen's Road
Reading, Berkshire
RG1 4AP
Marriott Harrison
Staple Court
11 Staple Inn Buildings
London
WC1V 7QH
Contents
Executive Chairman's Statement
Report of the Directors
Corporate Governance
Independent Auditors' Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated and Company Cash Flow Statement
Principal Accounting Policies
Notes to the Consolidated Financial Statements
Page
1 - 4
5 - 10
11 - 12
13 - 14
15
16
17
18
19
20 - 26
27- 39
Executive Chairman’s Statement
For the year ended 31 October 2012
Financial Overview
The digital music industry has entered its tenth year since the sale of the first iTunes track. In that time
globally, digital music has gone from start up to approaching $7bn of sales. The world of the compact disc
has decreased by over 60% in the same period. For the first time in the UK digital sales of music outsold
physical sales during 2012. Companies such as Facebook have dominated the social media scene, Twitter
has emerged as the strongest mobile medium and the Group has acquired under a variety of terms over
170,000 tracks of music and 5,000 digital video programs. As a small group it is hard competing in a world
dominated by multi-nationals but we have carved out a profitable space and we are confident that we can
say that the Group is at its real beginning. Unlike much of the music industry we are not saddled with the
legacy they carry from the past. The Group’s focus six years ago was on building the business for the
future. And now, that future is the present, and we are reaping the rewards. The revenues are modest but
our profit ratios are enviable within our industry.
Our revenue for this period was £2,089,841 up 26% on last years’ revenue of £1,662,516 (2011) and our
profit before tax is reported at £427,888, up 29% from £330,810 in 2011. We are debt free with cash
resources and with no gearing. Our dividend policy was underpinned by the payment of £70,974 during the
financial year ending 2012 (2011: £14,994). We would always consider a dividend policy at this stage to
further demonstrate that the Group is not just a growth stock but also a yielding stock.
Review of Activities (The Highlights)
Acquisitions
During the past year the Group acquired a significant number of music, video and spoken word tracks.
These acquisitions demonstrate the Group's ability to work within the cash resources it has and to monetise
often-redundant content catalogues. Not all of the acquisitions mentioned below came with revenue, and
generally, the benefits to the Group will be felt in the year following acquisition, as we exploit the recordings
within the digital arena.
On the 16th November 2011, the Group acquired over 8,000 recordings, some 800 hours of classical music
for a consideration of £104,000. The classical music catalogue comprises masterpieces by some of the
world’s greatest composers. Works by over 150 composers including; Mozart, Handel, Tchaikovsky, Bach,
Verdi, Schubert, Mendelssohn, Brahms, Liszt, Grieg, Elgar, Haydn, Vivaldi, Beethoven and Debussy just to
name a few. The catalogue includes masterpieces such as; La Traviata, Carmina Burana, Air on a G-string,
The Nutcracker Suite, Peer Gynt, Romeo & Juliet, and Toccata and Fugue as a small example of the many
compositions included in this deal.
On the 24th November 2011, we extended our contract with a principal provider to have greater access on
more favourable terms for a deal we originally concluded on 5th February 2009. The original deal that was
announced for a period of five years in February 2009 was extended by a further ten years for an additional
advance against royalties of £10,000. The music catalogue of over 400 tracks includes performances by The
Sex Pistols, Lou Reed, Paul Weller,T.REX, Iggy Pop and other 'New Wave' music from the 1970's that have
performed well for the Group digitally.
On the 28th November 2011, the Group announced that we had purchased and configured in association
with the data-centre at Pinewood Studios and SohoNet (our provider of connectivity) a new digital storage
system to house our growing audio library and newly acquired film and visual music documentary content.
The investment provides the Group with a substantially increased media storage ability, increased media
delivery bandwidth, a robust disaster recovery solution and a scalable system to meet future digital storage
and delivery requirements. The investment is a crucial move for the Group to ensure that it can digitally
deliver what the Group acquires.
1
Executive Chairman’s Statement
For the year ended 31 October 2012
Review of Activities - continued
On the 2nd December 2011, the Group concluded five recordings with British actress Anita Harris and
created the Group’s first five children’s stories as ‘spoken word’ content in the Group’s newly established
children’s ‘pre-school’ genre. Anita recorded delightful versions of Cinderella, Snow White, Little Red Riding
Hood, The Emperor's New Clothes and Beepo the Bear.
On the 8th December 2011, the Group acquired a catalogue that comprises over 6,000 karaoke tracks from
over the last 50 years of the charts to facilitate consumers to sing along with great tracks like 'Mamma Mia'
to 'Living Doll' and 'Bad Moon Rising' to Dr. Zhivago's 'Somewhere my love'. In addition there was another
4,000 tracks of original artist performances of a nostalgia genre including tracks performed by
The Libertines, Babyshambles, Bad Manners, The Stranglers, Emerson Lake & Palmer, Mike Bennett, Pete
Doherty, Tom Pepper, Wishbone Ash, as small example of the many artists included in this deal.
On the 20th February 2012, the Group acquired a catalogue of American TV broadcast video content
including 420 performances performed by over 150 popular artists. Amongst the performers are ‘indie
bands’ such as Kasabian, KT Tunstall, Athlete, Elbow, Gym Class Heroes, Imogen Heap, Jonas Brothers,
Juliette & The Licks, Paramore, Supergrass and The Cribs. The deal was concluded together with the
acquisition of other audio rights featuring over 350 modern jazz titles featuring works by Lennie Tristano, Art
Hordes, Robert Lockwood, Stephan Grappelli and Chris Barber.
On the 23rd February 2012, the Group invested into three diverse catalogues of music. The first catalogue
originally traded as the 'Dressed to Kill' catalogue of rights and comprises of over 100 albums of popular
easy listening and off beat punk music tributes and original artists such as Tina Charles and Gloria Gaynor.
The second catalogue of rights is a `Rap Hop' collection of over 200 recordings with artists such as, 50 Cent,
Mase, G-Unit, Lil Wayne, Lloyd Banks, Prodigy, Snoopy Blu, Spider Loc, Lil Vic, 40 Glocc, The Team,
Young Buck, Ras Kass, Seven, Chamillionaire, Lil Scrappy, Mike Jones, Mobb Deep and Bobby Greek.
The third catalogue is a collection of over 100 traditional Yiddish Homeland Folk songs, which should prove
a successful addition to our 'World-Music' collections. Further, a Spoken Word version of 'Peter Pan' was
acquired to add to the growing audio books collection.
On the 14th May 2012 the Group invested US$33,000 to partner with a production house to deliver up to
3,000 music tracks in the 'easy listening', 'instrumental' and 'TV & Film' music genres. Whilst some of the
music library already existed, we retained the additional right to select new tracks (not yet recorded) over the
36 months following. This allows the Group to keep its library populated with new tunes as required at a
fixed price. We use this style of music extensively in both the digital distribution to our consumers via digital
stores, such as Spotify, Amazon, iTunes, YouTube and E-music, and to the world of film, TV, websites and
gaming industries for background music known as ‘Synchronisation’.
On the 15th June 2012, the Group announced that we had acquired under a long term license the label
OVOW (One Voice One World) that had traded on iTunes for several years previously and has over 100
pop videos featuring performances by the Moody Blues, Phil Collins, Neil Sedaka, Dusty Springfield, Gene
Pitney, Iggy Pop, Santana, Eric Clapton and Elton John, to name just a few.
On the 18th June 2012, the Group acquired under license the management rights to exploit in excess of
30,000 various artist tracks from over the last 50 years for a consideration of US$400,000. Much of the
content was already ingested to our principal distributer (The Orchard), which afforded a smooth transition of
the rights management and the income.
On the 25th June 2012, the Group announced that it had acquired, under license, over 50 hours of Children's
audio narrated by Britain's celebrity elite. The collection features kids stories and `early learning' recordings
performed by stars such as Rik Mayall, Judi Dench, Stephen Fry, Patrick Moore, Tony Robinson, Phillip
Schofield, Lenny Henry, David Bellamy and Bill Oddie, reading a selection of stories which includes Aladdin,
Sleeping Beauty, Learning to Count, Spelling games, Dinosaur stories, Space Travel, Kids Quizzes
and Learning French.
2
Executive Chairman’s Statement
For the year ended 31 October 2012
Review of Activities - continued
On the 28th June 2012, the Group extended the deal with Miki Dallon Productions, who was originally
contracted in 2007. The Group has been exploiting the rights successfully for the past 5 years. Dallon is an
English musician, songwriter and producer of music from the 1960s and 70s. Dallon’s first published work
was a Mickie Most track called "That's Alright" on which Dallon also played piano. Dallon also produced
the Elias Hulk album `Unchained', the Bearded Lady single `Rockstar', `Country Lady' and `Apollo 100' for
Youngblood Records. The catalogue of 900 songs includes tracks also performed by JJ Jackson, ABC, Billy
Ocean, Johnny Kid & The Pirates and Greyhound to name just a few of the other artists featured.
On the 8th August 2012, English comedian Bobby Davro added six further ‘One Man Pantos’ to the growing
children’s catalogue of rights that the Group continues to build. His renditions of the Hare & the Tortoise,
Rumpelstiltskin, Rapunzel, Jack and the Beanstalk, Hansel & Gretel, and the Adventures of Alice in
Wonderland are both comical and appealing to younger ears.
On the 3rd September 2012, the Group announced that it had acquired the music-video content from
Tropicana currently being exploited via the 'YouTube' channels featuring all of the Motor City, High Energy &
Northern Soul videos produced by legendary producer Ian Levine. The 'Levine' YouTube channel has had in
excess of over 15 million views to date. The Group has now annexed this acquisition to the deal it originally
completed with him on the 7th April 2010 (Regulated News Service, “RNS”). Featured on the channel are
550 exclusive videos of Disco, High-Energy, Motorcity and Northern Soul videos, including Evelyn
Thomas performing 'High Energy' and The Trammps performing 'Hold Back The Night' which together have
achieved over 2 million views so far. As a YouTube Premier Partner, the Group is able to monetise its
content viewed on YouTube through advertisements and the forthcoming subscription accounts.
Relationship with the Orchard
On the 12th March 2012, the Group announced that it had negotiated and received a cash advance payment
of US$750,000 from The Orchard, our digital distributor.
AIM and name change
On the 15th May 2012, the Group announced, further to the announcement made by Plus SX Markets (14th
May 2012), that it [Plus SX] was issuing a six-month notice to potentially quit trading and close the Plus SX
trading platform. We were quick to comment (RNS 15th May 2012) on this to reassure our shareholders that
we would be seeking an alternative trading platform in this event and started the process of examination of
alternative markets. The Group has subsequently announced (RNS 2nd January 2013) its intention to list on
the AIM Market (the London Stock Exchange’s international market for smaller growing companies).
On the 18th October 2012, the Group changed its name and dropped the word ‘Publishing’. I said at the time
that this change in name reflects the Group’s expansion from being a purely audio content exploitation
business to further reflect the monetisation of music, Film, TV programs and the associated brand licensing
rights that the Group will develop further over the coming years. The Group intends to be a far more
encompassing copyrights organisation with a focus on significantly expanding its digital asset base and
intellectual property ownership in varying entertainment sectors.
3
Executive Chairman’s Statement
For the year ended 31 October 2012
Review of Activities – continued
Outlook
The Group is embracing and driving the shift in the marketplace with the intention of not only continuing to
acquire music catalogues but to focus on the digital video side of our business as well. The Group is not only
a B2B business but now delivers content direct to the video platforms such as YouTube making it a direct to
consumer (B2C) ‘Netlabel’ as well. Digital video content will be the next ‘big boom’ in our evolution from the
physical world of CD and DVD to the MP3 and MP4. The Group continues a policy of not manufacturing
physical products and remains faithful to the business model of expanding digital rights library in all arenas.
As more consumers turn to mobile devices to access their social media sites such as Facebook and with the
advent of Smart Televisions, more consumers will view and browse the Internet on their TVs. Google state
that currently 30m consumers watch YouTube channels on Smart TVs, and they predict this to rise to 1bn by
2018. The Group’s focus as a content provider therefore is to continue to acquire nostalgic content to meet
these growing audiences. Google’s ‘Advert Funded’ and forthcoming subscription model partnership deals,
offer a great medium for visual nostalgia and monetisation for content owners.
Post period end, we announced on 12th December 2012 our acquisition of the Men & Motors catalogue of
rights to over 3,000 episodes and the of ownership to the brand itself, which is already opening new doors to
revenues for the Group compared to previous years where it was not technically possible.
Our staff head count remains small at nine personnel (excluding directors). The Group is intending to grow
to nearer 12 or 13 over the next financial year. To cater for this the Group moved within the Pinewood
complex to a larger suite of offices in July 2012. This affords the headroom for further growth. In addition we
have taken secure storage here at Pinewood to house the growing video and music master asset, as we
make more acquisitions in this area. We continue to enjoy the facilities here at Pinewood and now fully
utilise the Postproduction services as well as the Data Centre services to repurpose and store our digital
content.
I would like to thank the team for all their continued hard work and that of our professional advisers.
And, as always, my special thanks to all of my co-directors for all of their valuable contributions and
dedication.
Michael A Infante
Chairman
21 February 2013
4
Report of the Directors
For the year ended 31 October 2012
The Directors present their annual report together with the audited consolidated statements of the Group for
the year ended 31 October 2012.
Principal activities
The principal activities of the Group throughout the year were the acquisition and licensing of audio-visual
intellectual copyrights and publishing for distribution through the digital medium and to a lesser extent
through traditional media outlets. The Group is a B2B and B2C content supplier to the major digital music
retailers, a traditional music licensor to the record industry and a supplier of music to the film and TV
industries. The Group continues to believe that the creation of its own dedicated consumer website is not yet
of interest as that is the primary activity of its major customers. The Group outsources the supply of its digital
content to this market primarily through The Orchard, its strategic partner for digital music and spoken-word
services.
Business review and future developments
A detailed review of the business in the year and future developments is given in the Chairman's statement
on pages 1 to 4.
Whilst the Group focus is primarily on the digital market place, traditional routes to market are not being
ignored. Changes in the retail sector are accelerating and there continues to be both national and global
economic problems. The Directors consider there is still substantial potential whilst recognising that risks
exist.
The Group has continued to enter into representative deals with independent record labels and content
owners to market their rights in the digital arena and to invest in copyrights and intellectual property that are
considered to attract a suitable and sustainable rate of return.
The results of the Group are shown within the financial statements.
A dividend of £70,974 (2011: £14,994) was paid in the year.
The key financial and non-financial performance indicators the Directors use to monitor the performance of
the Group are as follows:
Financial and non-financial performance indicators
Cost of catalogue acquisition and number of tracks "ingested"
Management are continually searching to acquire new music catalogues to exploit through the digital
medium and other traditional routes to market. The costs of catalogue acquisition “ingestion” are constantly
monitored to ensure that a safe and adequate return on investment is made. During the year £643,431
(2011: £185,837) was spent on catalogue and intangible asset additions.
Rate of commercialisation of licences and intellectual property
Measured by the growth in value and volume of digital downloads, licence deals and sales contracts signed.
During the year revenue increased to £2,089,841 (2011: £1,662,516) a 26% year on year increase.
Progress assessment includes regular updates on key partners and market segments.
Overhead growth
Management closely monitors the growth in overheads, carefully balancing the need to reward people
properly based on both performance and external market factors. Where a step change in overheads is
predicted this must be justified in both financial and strategic terms. During the year overheads increased to
£678,793 (2011: £583,809) a 16.3% increase.
5
Report of the Directors
For the year ended 31 October 2012 - continued
Share price movements and changes in shareholders are constantly monitored as a major
contributor to long term planning
The Board constantly review share price movements both for the impact of Regulated News Service
announcements and trading in shares on the ICAP-ISDX Market (formerly the PLUS market). This indicator
is a major contributor to medium and long term decisions.
Management of capital
The Group has no external financing and is not therefore currently subject to any external constraints on its
management of working capital. Dividend policy is determined by the availability of profit and reserves from
which to pay dividends, the Group’s policy and cost of acquiring additional music catalogues and the desire
to reward shareholders for their investment in the Group.
Financial reporting
Financial reporting is monitored monthly against budgets and forecasts, by both the main Board and the
Board of the principal operating subsidiary. Profit and Loss and Cash Flow projections are updated as
significant changes to performance and operating conditions occur.
Business risks
Piracy
The risk of piracy and abuse to copyright are ever present in the music industry. Piracy of music is more
prevalent in the pop/chart sectors, but with the Group's music aimed primarily at a different buying market
the risks are less.
Bad Debts
The traditional risk associated with customer insolvency, and inability or unwillingness to pay debts
continues to be a threat which the Group constantly monitors.
Digital route to market
The digital market place has its own challenges with a reliance on consumers becoming internet literate and
all homes achieving a decent broadband connection. OMiP is a B2B and B2C supplier. We have no digital
site of our own but supply over 200 legitimate digital stores worldwide through our key business partner. We
are not dependent on any one store’s marketing strengths as we supply our content to all.
Reliance on one route to market for digital services
The Group currently supplies the majority of its digital content to the digital market through The Orchard its
strategic partner for digital services.
Protection of licences and intellectual property
The Group seeks to protect its licences by a well structured and controlled process of drafting, reviewing,
approving and subsequently monitoring contracts. Where the acquisition of a licence is considered to be
significant, independent legal advice and guidance is sought. However the Group faces the risk that others
may seek to infringe certain aspects of our intellectual property. Defence of claims may prove unsuccessful
and expensive. In addition the Group might face challenges to the use of intellectual property that others
might claim belongs to them. The consequences of this can be either a complete withdrawal, a “take down”
whilst rights are proved, or to continue to exploit the disputed intellectual property.
Dependence on a small team of senior employees and staff
As a small technology driven group we are dependent on the skills and loyalty of a small number of highly
skilled employees. To protect this position we constantly monitor the competitive nature of our salary and
rewards package, look to share option and warrant packages and regularly involve them through
management meetings to add "buy in" to our corporate objectives.
6
Report of the Directors
For the year ended 31 October 2012 - continued
Financial risk management objectives and policies
The Group's principal financial instruments comprise cash and cash equivalents. The Group has various
other financial instruments such as trade receivables and trade payables, which arise from its operations.
The Group is exposed to a variety of financial risks which result from its operating activities. The Directors
are responsible for co-ordinating the Group's risk management and focus on actively securing the Group's
short and medium term cash flows. Long term financial investments are managed to generate lasting
returns.
The Group does not actively engage in the trading of financial assets and has no financial derivatives. The
most significant risks to which the Group is exposed are described below:
Currency risk
The Group is exposed to foreign exchange risk in connection with its digital business where the revenue is
transacted largely in US$ and the settlement of royalty and other liabilities arising from this revenue is partly
denominated in US$.
Credit risk
The Group's credit risk is primarily attributable to its trade receivables and other debtors. The amounts
presented in the Consolidated Statement of Financial Position are net of any allowances for doubtful
receivables. The Group has a significant concentration of credit risk associated with its distributor of digital
income.
Liquidity risk
The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to
invest cash and assets safely and profitably. Short term flexibility is achieved by the use of money markets
to deposit excess cash which is not required in the short term. The Directors prepare cash flow forecasts on
a regular basis to identify at an early stage any short term funding difficulties.
7
Report of the Directors
For the year ended 31 October 2012 - continued
Directors
The following Directors held office during the year:
Michael Anthony Infante JP
Scott Cohen
Nigel Smethers
Roman Poplawski
Directors and their interests
The Directors' interests (including family interests) in the shares of the Company were as follows:
Michael Anthony Infante JP
Nigel Smethers
Scott Cohen
Roman Poplawski
Michael Anthony Infante JP
Nigel Smethers
Scott Cohen
Roman Poplawski
Ordinary share of 0.5p each
At 31 October 2012
At 31 October 2011
Nos
Nos
26,044,737
1,343,371
500,000
3,943,377
18,044,737
785,000
-
2,276,727
Warrants in Ordinary share of 0.5p each
At 31 October 2012
At 31 October 2011
At 2p each
Nos
-
-
-
-
At 2p each
Nos
4,000,000
500,000
500,000
500,000
Of the above warrants Nigel Smethers and Scott Cohen exercised their warrants before the expiry date of
18 September 2012. On 17 September 2012 the Board agreed to the cancellation of the warrants in favour
of Michael Anthony Infante JP and Roman Poplawski replacing them with warrants of 1.5p each due to
expire on 15 September 2015.
Michael Anthony Infante JP
Nigel Smethers
Scott Cohen
Roman Poplawski
Warrants in Ordinary share of 0.5p each
At 31 October 2012
At 31 October 2011
at 1.5p each
Nos
4,000,000
250,000
250,000
750,000
At 1p each
Nos
8,000,000
-
-
-
The above warrants were granted on 17 September 2012 and are due to expire on 15 September 2015.
8
Report of the Directors
For the year ended 31 October 2012 - continued
Michael Anthony Infante JP
Nigel Smethers
Scott Cohen
Roman Poplawski
Share Options in Ordinary share of 0.5p each
At 31 October 2011
At 31 October 2012
at 2.75p each
Nos
at 2.75p each
Nos
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
The options are exerciseable at 2.75p per share on or by 6 March 2018.
Significant shareholding
Apart from the Directors’ shareholdings above the Company was notified on 17 December 2012 that an
individual investor had acquired a holding of 7.5% of the issued share capital of the Company
(4,100,000 ordinary shares of 0.5p each).
Employee involvement
The Group has continued its practice of keeping employees informed of matters affecting them as
employees and the financial and economic factors affecting the performance of the Group. This is achieved
through regular formal and informal updates and open access between all employees of the Group.
Disabled employees
Applications for employment by disabled persons are given full and fair consideration for all vacancies in
accordance with their aptitudes and abilities. In the event of an employee becoming disabled, every effort
will be made to retain them in order that their employment within the Group may continue. It is the policy of
the Group that training, career development and promotion opportunities are available to all employees.
Technology
The Group takes a progressive view on the impact of technological developments. Changes to technology
and related systems are openly embraced with the aim of giving the Group the most up to date platforms to
work on and exploit its assets.
Research and development
The Group, in developing its internal technology based systems, undertakes Research and Development
work the outcome of which may be uncertain. Work proven to have an on-going value is capitalised all other
costs are expensed to the Profit and Loss account.
Payment to suppliers
The Group's policy is to agree the terms of payment with each supplier, when agreeing contracts and
purchasing terms, and to settle each transaction in accordance with those terms. Group trade payables at
the year end were £63,081 (2011: £21,634). The Directors do not consider, because of the nature of
Group’s business, that the traditional calculation of day’s purchases outstanding is relevant. Therefore no
calculation of days purchases outstanding is provided.
9
Report of the Directors
For the year ended 31 October 2012 - continued
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Report of the Directors and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law
the Directors have elected to prepare the Group financial statements in accordance with International
Financial Reporting Standards (IFRS) as adopted for use in the European Union. Under company law the
Directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and the Group and of the Profit or Loss of the Group for that
period. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgements and estimates that are reasonable and prudent;
•
state whether IFRS as adopted by the European Union and applicable UK Accounting Standards have
been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Company will continue in business.
•
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s and the Group’s transactions and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the
Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
Statement of disclosure to auditor
Each of the persons who are Directors of the Group at the time when the Report of the Directors
is approved has confirmed that they have:
•
•
taken all necessary steps in order to make themselves aware of any information relevant to the audit
and to establish that the Auditors are aware of that information, and
so far as they are aware there is no relevant audit information of which the Auditors have not been
made aware.
Auditors
James Cowper LLP have expressed their willingness to continue in office. A resolution to re-appoint James
Cowper LLP in accordance with section 489 of the Companies Act 2006 will be proposed at the Annual
General Meeting.
On behalf of the Board
Michael Anthony Infante JP
Director
21 February 2013
10
Report of the Directors
For the year ended 31 October 2012 - continued
Corporate Governance
Directors
The Group supports the concept of an effective Board leading and controlling the Group, supported by a
Management Team responsible for the operating subsidiaries. The Group Board is responsible for approving
Group policy and strategy. It meets formally, at least quarterly, with regular face to face weekly contact
maintained between most members as well as the dissemination of information using the most up to date
electronic communication methods. All Directors have access to independent professional advice at the
Group's expense.
Relation with shareholders
The Group values the views of its shareholders and recognises their interest in the Group's performance and
strategy. Regular updates on performance and significant events are provided through the ICAP-ISDX
Market platform using the medium of the RNS.
The Annual General Meeting is used to communicate with private investors who are encouraged to
participate. The Directors are available to answer questions. Separate resolutions will be proposed on each
issue so that they can be given proper consideration and there will be a resolution to approve the annual
report and accounts.
Internal control
The Board is responsible for maintaining a strong system of internal control of safeguarding shareholders'
investment and the Group's assets and for reviewing effectiveness. The system of internal financial control is
designed to provide reasonable, but not absolute statement against material misstatement or loss.
In addition to the traditional financial internal controls the Group seeks to protect our licences by a well
structured and controlled process of drafting, reviewing, approving and then subsequently monitoring. This
process applies to both the purchase of our music rights and the distribution of our products to all our
customers.
During the year, due to the relatively small size of the Group, no independent Audit Committee was
appointed. At least one Non-Executive Director meets with the auditors at both the audit planning stage and
for the final audit meeting.This situation is constantly monitored by the Independent Directors who will advice
when they consider the Group has reached a size or, for other reasons when an Audit Committee is
necessary.
11
Report of the Directors
For the year ended 31 October 2012 - continued
Report on Remuneration
Directors' remuneration
The Board recognises that Directors' remuneration is of legitimate concern to shareholders. The Group
operates within a competitive environment where performance depends on the individual contributions of the
Directors and employees and the Group believes in rewarding vision and innovation.
Policy on Executive Directors' remuneration
A separate Remuneration Committee has been established comprising the Finance Director, N Smethers,
and the Non-Executive Directors S Cohen and R Poplawski. There are no specific performance conditions
with any bonus or additional payments made at the discretion of the board following the recommendation of
the remuneration committee.
Remuneration of the Directors for the year ended 31 October 2012 is as follows:
Michael Anthony Infante JP
Nigel Smethers
Scott Cohen
Roman Poplawski
Fees and
emoluments
Year ended
31 October 2012
Fees and
emoluments
Year ended
31 October 2011
£
103,452
33,498
5,998
25,998
168,946
£
98,055
30,665
5,665
20,665
155,050
Bonuses and Performance Conditions
Included in the Fees and Emoluments for Michael Anthony Infante JP is a £10,000 bonus (2011: £15,000),
Health Insurance of £2,454 (2011: £2,390) and attributable share option cost of £998 (2011: £665). Fees
and Emoluments for Nigel Smethers includes a £5,000 bonus (2011: £5,000) and attributable share option
cost of £998 (2011: £665). In addition to his role as Non-Executive Director R Poplawski also acts as
Business Affairs Adviser providing advice on legal and contractual matters. R Poplawski's Fees and
Emoluments includes £20,000 (2011: £15,000) in relation to this role and £998 (2011: £665) attributable to
share option costs. S Cohen receives £5,000 (2011: £5,000) for his role as non-executive director and £998
(2011: £665) attributable to share option costs.
Directors’ contracts do not include any specific performance criteria but implicit within their terms of their
engagements is that at all times they will seek to enhance shareholder value. Apart from warrants and share
options granted there are no other specific long term incentive plans for any of the Directors. The Company
received qualifying services from 4 (2011: 4) Directors under long term incentive qualifying schemes.
During the year the four Directors exercised a total of 10,500,000 warrants. No warrants were exercised in
2011. The aggregate amount of taxable gain by exercise of warrants during the year was £40,000
(2011: £nil).
Notice periods
The Directors have contracts which are terminable on twelve months notice on either side for Michael
Infante and three months on either side for all the other Directors.
12
Independent Auditors' Report
to the Shareholders of One Media iP Group Plc
We have audited the Group and parent Company financial statements (the "financial statements") of
One Media iP Group Plc for the year ended 31st October 2012, which comprise the Statement of
Comprehensive Income, the Statement of Changes in Equity, the Statement of Financial Position, the
Statement of Cash Flows and the related notes set out on pages 15 to 39. The financial reporting framework
that has been applied in their preparation is applicable law and International Financial Reporting Standards
(IFRSs) as adopted for use in the European Union.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's
members those matters we are required to state to them in an Auditor's Report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of the Directors and Auditors
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices
Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Auditing Practices Board's
website at www.frc.org.uk/apb/scope/UKP.cfm.
Unqualified opinion on financial statements
In our opinion the financial statements:
•
•
•
give a true and fair view of the state of the Group's and parent Company's affairs as at 31 October 2012
and of the Group's profit for the year then ended;
have been properly prepared in accordance with IFRS adopted for use in the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Executive Chairman's Statement and Directors' Report for the
financial year for which the financial statements are prepared is consistent with the financial statements.
13
Independent Auditors' Report
to the Shareholders of One Media iP Group Plc
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns;
or
•
certain disclosures of Directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Alexander Peal BSc. (Hons) FCA DChA (Senior Statutory Auditor)
for and on behalf of
James Cowper LLP
Chartered Accountants and Statutory Auditor
3 Wesley Gate
Queen's Road
Reading, Berkshire
RG1 4AP
14
(formerly One Media Publishing Group Plc)
Registered Number: 05799897
Consolidated Statement of Comprehensive Income
For the year ended 31 October 2012
Note
1
2
3
3
4
Revenue
Cost of sales
Gross profit
Administration expenses
Operating profit
Finance cost
Finance income
Profit on ordinary activities
before taxation
Tax expense
Profit for period attributable to
equity shareholders
Year ended
31 October
2012
Year ended
31 October
2011
£
£
2,089,841
1,662,516
(983,374)
(747,862)
1,106,467
914,654
(678,793)
(583,809)
427,674
330,845
-
214
(198)
163
427,888
(88,668)
330,810
(79,995)
339,220
250,815
Basic earnings per share
7
Diluted earnings per share
0.73p
0.62p
0.49p
0.35p
The Consolidated Statement of Comprehensive Income has been prepared on the basis that all operations
are continuing activities.
The accompanying principal accounting policies and notes form part of these financial statements.
15
(formerly One Media Publishing Group Plc)
Registered Number: 05799897
Consolidated Statement of Changes in Equity
For the year ended 31 October 2012
Share
Capital
Share
redemption
reserve
Share
premium
At 1 November 2010
456,857
£
£
-
£
663,000
Share buy back
(239,546)
239,546
(23,897)
Proceeds from the issue
of new shares
832
Share based payment
charge
Profit for the year
Dividends
-
-
-
-
-
-
-
4,168
-
-
-
Share
based
payment
reserve
£
-
-
-
4,791
-
-
Retained
earnings
Total equity
£
£
103,216
1,223,073
(219,500)
(243,397)
-
-
5,000
4,791
250,815
250,815
(14,994)
(14,994)
At 1 November 2011
218,143
239,546
643,271
4,791
119,537
1,225,288
Proceeds from the issue
of new shares
55,000
Share based payment
charge
Profit for the year
Dividends
-
-
-
-
-
-
-
75,000
-
-
-
-
7,625
-
-
-
-
130,000
7,625
339,220
339,220
(70,974)
(70,974)
At 31 October 2012
273,143
239,546
718,271
12,416
387,783
1,631,159
For the year ending 31 October 2011:
• Pursuant to a General Meeting held on 17 December 2010, the Company bought back 47,909,291 Ordinary
Shares of 0.5p each, amounting to 52.43% of the total issued share capital of the Company for £219,500.
The nominal value of Ordinary Shares bought back of £239,546, has been recorded in the Share redemption
reserve. The costs associated with this transaction, amounting to £23,897, have been set off against the
Share premium account and the amount paid to buy back the shares amounting to £215,000, set against
Retained earnings.
•
In addition to the above, on 19 September 2011 166,650 Ordinary Shares of 0.5p each were issued at 3p
per share in part settlement of the acquisition of a Music Video catalogue with a total value of £15,000.
For the year ending 31 October 2012:
As detailed in note 14, Share Capital, during the year a total of 11,000,000 warrants were exercised by
Directors and Employees between June and September 2012. As summarised above, the nominal value of the
warrants exercised was £55,000 and the Share premium arising was £75,000.
16
(formerly One Media Publishing Group Plc)
Registered Number: 05799897
Consolidated Statement of Financial Position at 31 October 2012
Note
Year ended
31 October
2012
Year ended
31 October
2011
£
£
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Total liabilities
Equity
Called up share capital
Share redemption reserve
Share premium account
Share based payment reserve
Retained earnings
Total equity
8
9
11
12
13
14
15
15
15
15
1,442,140
47,755
1,489,895
897,005
31,699
928,704
405,762
368,655
303,533
409,770
774,417
713,303
2,264,312
1,642,007
633,153
633,153
273,143
239,546
718,271
12,416
387,783
416,719
416,719
218,143
239,546
643,271
4,791
119,537
1,631,159
1,225,288
Total equity and liabilities
2,264,312
1,642,007
The notes on pages 27 to 39 form part of these financial statements.
The Consolidated Financial Statements were approved by the Directors on 21 February 2013 and signed on
their behalf by:
Michael Anthony Infante JP
Director
The accompanying principal accounting policies and notes form part of these financial statements.
17
(formerly One Media Publishing Group Plc)
Registered Number: 05799897
Company Statement of Financial Position at 31 October 2012
Assets
Non-current assets
Investments
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Total liabilities
Equity
Called up share capital
Share redemption reserve
Share premium account
Share based payment reserve
Retained earnings
Total equity
Note
10
11
12
13
14
15
15
15
15
Year ended
31 October
2012
Year ended
31 October
2011
£
£
493,817
493,817
1,057,030
214,778
758,346
139,562
1,271,808
897,908
1,765,625
1,391,725
25,571
25,571
273,143
239,546
718,271
12,416
496,678
26,642
26,642
218,143
239,546
643,271
4,791
259,332
1,740,054
1,365,083
Total equity and liabilities
1,765,625
1,391,725
The notes on pages 27 to 39 form part of these financial statements.
The Company Financial Statements were approved by the Directors on 21 February 2013 and signed on
their behalf by:
Michael Anthony Infante JP
Director
The accompanying principal accounting policies and notes form part of these financial statements.
18
(formerly One Media Publishing Group Plc)
Registered Number: 05799897
Consolidated and Company Cash Flow Statement
For the year ended at 31 October 2012
Year ended
31 October
2012
Group
Year ended
31 October
2011
Group
Year ended
31 October
2012
Company
Year ended
31 October
2011
Company
£
£
£
£
427,888
98,296
25,106
7,625
-
(214)
(102,229)
210,176
(82,410)
330,810
75,436
19,075
4,791
198
(163)
155,804
(276,781)
(64,648)
308,320
-
-
7,625
-
-
(298,684)
(1,071)
-
261,376
-
-
4,791
-
-
(491,126)
7,059
-
584,238
244,522
16,190
(217,900)
Cash flows from operating
activities
Operating profit before tax
Amortisation
Depreciation
Share based payments
Finance costs
Finance income
Decrease/(increase in
receivables
(Decrease)/increase in payables
Corporation tax paid
Net cash inflow from
operating activities
Cash flows from investing
activities
Investment in copyrights
Investment in property, plant
and equipment
Finance cost
Finance income
(643,431)
(185,837)
(41,162)
-
214
(24,871)
(198)
163
Net cash used in investing
activities
Cash flows from financing
activities
(684,379)
(210,743)
Purchase of own shares
Share redemption costs
Proceeds from the issue of new
shares
Dividends paid
-
-
130,000
(70,974)
(219,500)
(23,897)
5,000
(14,994)
-
-
-
-
-
-
-
130,000
(70,974)
-
-
-
-
-
(219,500)
(23,897)
5,000
(14,994)
Net cash inflow(outflow)
from financing activities
Net change in cash and
cash equivalents
Cash at the beginning of
the year
59,026
(253,391)
59,026
(253,391)
(41,115)
(219,612)
75,216
(471,291)
409,770
629,382
139,562
610,853
Cash at the end of the year
368,655
409,770
214,778
139,562
19
(formerly One Media Publishing Group Plc)
Principal Accounting Policies
For the year ended 31 October 2012
Basis of preparation
The Company is a limited company incorporated and domiciled in England under the Companies Act 2006.
The Board has adopted and complied with International Financial Reporting Standards (IFRSs) as adopted
by the European Union. The Company's shares are listed on the ICAP-ISDX (formerly PLUS) market.
Basis of consolidation
The Group financial statements consolidate those of the Company and all its subsidiary undertakings drawn
up to the balance sheet date. Subsidiaries are entities over which the Group has the power to control the
financial and operating policies so as to obtain benefits from their activities. The Group obtains and
exercises control through voting rights.
Unrealised gains or losses on transactions between the Group and its subsidiaries are eliminated. Amounts
reported in the financial statements of subsidiaries are adjusted where necessary to ensure consistency with
the accounting policies adopted by the Group.
Acquisitions of subsidiaries are dealt with by the equity method. The equity method involves the recognition
of the fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the
acquisition date, regardless of whether or not they were recorded in the financial statements of the
subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in
the consolidated balance sheet at fair values, which are also used as the basis for subsequent
measurement in accordance with the Group accounting policies. Goodwill is stated after separating out
identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the
Group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition.
Revenue
The Group follows the principles of IAS18 "Revenue" in determining the appropriate revenue recognition
policies. In principle therefore, revenue is recognised to the extent that the Group has obtained the right to
consideration through its performance.
Revenue, excluding VAT, represents the value of digital income, licences and goods delivered or title
passed. In the case of digital income revenue is recognised when reported to the Group and where
reasonable estimates can be made of digital stores income still to be reported at any point of time.
In line with normal accounting practice revenue is reported gross received and receivable.
Commercial advances
To the extent that commercial advances are un-recouped at the year end any outstanding amount are
included in Other payables. The outstanding balances are calculated in line with underlying contractual
obligations.
20
Principal Accounting Policies
For the year ended 31 October 2012
Taxation
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities
relating to the current or prior reporting period, that are unpaid at the balance sheet date. They are
calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based
on the taxable result for the year. All changes to current tax assets or liabilities are recognised as a
component of tax expense in the income statement.
Deferred income taxes are calculated using the liability method of temporary differences. This involves the
comparison of the carrying amounts of assets and liabilities in they consolidated financial statements with
their respective tax bases. However deferred tax is not provided on the initial recognition of goodwill, nor on
the initial recognition of an asset or liability unless the related transaction is a business combination or
affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries
is not provided if reversal of these temporary differences can be controlled by the Group and it is probable
the reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as
well as other income tax credits to the Group are assessed for recognition as deferred tax assets.
Intangible assets
Licences and other intangible assets
Licences and other intangible assets, including labour capitalised under IAS38 Intangible Assets, are valued
at cost less accumulated amortisation. Capitalised labour represents costs incurred in "ingesting" products
and the compilation of existing content into new and revised albums. Amortisation is calculated to write off
the cost in equal amounts over the life of the licences and other intangible assets (between 26 months and
25 years). Licences and intangible assets are subject to annual impairment reviews.
Assets acquired as part of a business combination
In accordance with IFRS 3 revised "Business Combinations", an intangible asset acquired in a business
combination is deemed to have a cost to the Group of its fair value at the acquisition date. The fair value of
the intangible asset reflects market expectations about the probability that the future economic benefits
embodied in the asset will flow to the Group. The fair value is then amortised over the economic life of the
assets. Where an intangible asset might be separable, but only together with a related tangible or intangible
asset, the Group of assets is recognised as a single asset separable from goodwill where the individual fair
values of the assets in the Group are not reliably measurable. Where the individual fair value of the
complimentary assets are not reliably measurable, the Group recognises them as a single asset provided
the individual assets have similar useful lives.
Impairment intangible assets, property, plant and equipment
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash generating units). As a result, some assets are tested individually for
impairment and some are tested at cash-generating unit level.
Individual assets or cash-generating units, other than intangible assets with an identifiable useful life, and
those intangible assets not yet available for use are tested for impairment at least annually. All other
individual assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recovered.
21
Principal Accounting Policies
For the year ended 31 October 2012
Impairment of intangible assets, property, plant and equipment – continued
An impairment loss is recognised in the income statement for the amount by which the asset's or cash-
generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of
fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted
cash flow evaluation. Impairment losses recognised for cash-generating units are charged to the assets in
the cash generating unit. All assets are subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist. An impairment loss is reversed if there has been a favourable
change in the estimates used to determine the assets recoverable amount and only to the extent that the
asset's carrying amount does not exceed the carrying amount that would have been determined net of
amortisation, if no impairment had been recognised.
Financial assets
The Group's financial assets include cash and other receivables.
All financial assets are recognised when the Group becomes party to the contractual provisions of the
investment. All financial assets are initially recognised at fair value, plus transaction costs.
Non-compounding interest and other cash flows resulting from holding financial assets are recognised in the
income statement when received, regardless of how the related carrying amount of financial assets is
measured.
Available for sale financial assets include non-derivative financial assets that are either designated as such
or do not qualify for inclusion in other categories of financial assets. Available for sale assets are measured
subsequently at fair value with changes in value recognised in equity through the statement of changes in
equity. Where fair value cannot be measured reliably such financial assets are held at cost. Gain or losses
arising from investments classified as available for sale are recognised in the income statement when they
are sold or when the investment is impaired.
Trade and other receivables are subsequently measured at amortised cost. Trade and other receivables are
provided against when objective evidence is received that the Group will not be able to collect all amounts
due to it in accordance with the original terms of the receivables. The amount of the write-down is
determined as the difference between the asset's carrying amount and the present value of estimated cash
flows.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, bank deposits, together with short-term highly liquid
investments that are readily convertible into known amounts of cash and which are subject to an insignificant
risk of change in value with original maturities of three months or less from the date of acquisition.
Equity
The share capital is determined using the nominal value of shares that have been issued.
The share premium account represents premiums received on the initial issuing of share capital. Any
transaction costs associated with the issuing of shares are deducted from share premium, net of any related
income tax benefits.
Retained earnings include all current and prior period results as disclosed in the income statement.
22
Principal Accounting Policies
For the year ended 31 October 2012
Financial liabilities
The Group's financial liabilities include trade and other payables. Financial liabilities are obligations to pay
cash or other financial assets and are recognised when the Group becomes party to the contractual
provisions of the instrument.
All financial liabilities are recognised initially at fair value, net of direct issue costs, and are subsequently
recorded at amortised cost using the effective interest method with interest charges recognised as an
expense in the income statement.
Dividend distributions to shareholders are included in "other short term financial liabilities" when dividends
are approved by the shareholders' before the year end.
Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations will probably lead to an outflow of economic resources
from the Group and they can be estimated reasonably. Timing or the amount of the outflow may still be
uncertain. A present obligation arises from the presence of a legal or constructive commitment that has
resulted from past events. For example, legal disputes or onerous contracts.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the
most reliable evidence available at the balance sheet date, including the risks and uncertainties associated
with the present obligation. Any reimbursement expected to be received in the course of the settlement of
the present obligation is recognised, if virtually certain as a separate asset, not exceeding the amount of the
related provision. Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. In addition, long term
provisions are discounted to present values, where the time value of money is material. All provisions are
reviewed at each balance sheet date and adjusted to reflect the current best estimate.
In those cases where the possible outflow of economic resource as a result of the present obligation is
considered improbable or remote, or the amount to be provided cannot be measured reliably, no liability is
recognised in the balance sheet. Probable inflows of economic benefits to the Group that do not yet meet
the recognition criteria are considered contingent assets.
Property, plant and equipment
Measurement basis
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The
cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to the
working condition and location for its intended use. In the case of new internally generated software creation
and improvements this includes capitalised labour. Subsequent expenditure relating to property, plant and
equipment is added to the carrying amount of the assets only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All
other costs, such as repairs and maintenance are charged to the income statement during the period in
which they are incurred.
When assets are sold any gain or loss resulting from their disposal, being the difference between the net
disposal proceeds and the carrying amount of the assets is included in the income statement.
23
Principal Accounting Policies
For the year ended 31 October 2012
Property, plant and equipment - continued
Depreciation
Depreciation is calculated so as to write off the cost of property, plant and equipment, less its estimated
residual value, which is revised annually, over its useful economic life as follows:
Furniture and fixtures - 33.33% straight line
Office equipment - 33.33% straight line
Investment in subsidiary
Investment in subsidiary undertakings is shown at cost, less any provision for impairment.
Foreign currency
The Consolidated Financial Statements are presented in UK Sterling which is also the functional currency of
the parent Company. Monetary assets and liabilities in foreign currencies are translated into sterling at the
rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into
sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into
account in arriving at the Income Statement.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the
transaction (not retranslated). Non-monetary items measured at fair value are translated using the exchange
rates at the date when the fair value was determined.
Operating segments
A segment is a distinguishable component of the Group that is engaged either in a particular business
(business segment) or conducting business in a particular geographic area (geographic segment), which is
subject to risks and rewards that are different from other segments.
The Group operates in one significant business segment which is the digital “net-label” market, the results
of which are seen in the Consolidated Statement of Comprehensive Income.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions about the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The estimates and assumptions that have a risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next accounting
year are discussed below.
Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the Consolidated
Statement of Financial Position at their fair values. In measuring fair value management use estimates about
future cash flows and discount rates.
24
Principal Accounting Policies
For the year ended 31 October 2012
Impairment of assets
The Group conducts impairment reviews of assets when events or changes in circumstances indicate that
the carrying amounts may not be recoverable annually, or in accordance with the relevant accounting
standards. An impairment loss is recognised when the carrying amount of an asset is higher than the greater
of its net selling price or the value in use. In determining the value in use, management assesses the
present value of the estimated future cash flows expected to arise from the continuing use of the asset and
from its disposal at the end of its useful life. Estimates and judgements are made in respect of the potential
impairment of goodwill, intellectual property, licences and other intangible assets.
Internally generated intangible assets and software systems
The Group capitalises labour in respect of intangible assets and internally generated software. Significant
judgement is required in estimating the time and cost involved in these activities and distinguishing the
research from the development phase. Development costs are recognised as an asset whereas research
costs are expensed as incurred.
Share option and warrant policy
The Group has applied the requirements of IFRS 2 Share-Based Payment.
The Group operates both approved and unapproved share option and warrant schemes for the Directors,
senior management and certain employees.
Where share options and warrants are awarded, the fair value of the instruments at the date of grant is
charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions
are taken into account by adjusting the number of equity instruments expected to vest at each reporting date
so that ultimately the cumulative amount recognised over the vesting period is based on the number of
options that eventually vest. Market vesting conditions are factored into the fair value of the options granted,
as long as other vesting conditions are satisfied. The cumulative expense is not adjusted for failure to
achieve a market vesting condition.
Where the terms and conditions of the instruments are modified before they vest, any increase in fair value
of these instruments, measured immediately before and after the modification is also charged to the
Statement of Comprehensive Income over the remaining vesting period.
Fair value is measured using the Black-Scholes model. The expected life used in the model has been
adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions
and behavioral conditions.
Adoption of new or amended IFRS's
a) The Group has adopted the following revisions and amendments to IFRS issued by the International
Accounting Standards Board, which are relevant to and effective for the Group’s financial statements for the
year beginning 1 November 2012.
- Amendments to IFRS 7 Financial Instruments: Disclosures
- Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12)
25
Principal Accounting Policies
For the year ended 31 October 2012
Adoption of new or amended IFRS’s - continued
(b) At the date of authorisation of these financial statements, the following Standards and Interpretations,
which have not been applied, were in issue but not yet effective:-
- IFRS 7 Offsetting Financial Assets and Financial Liabilities (Amendment) 1 January 2013
1 January 2015
- IFRS 9 Financial Instruments
1 January 2013
- IFRS 10 Consolidated Financial Statements
1 January 2013
- IFRS 11 Joint Arrangements
1 January 2013
- IFRS 12 Disclosure of Interests in Other Entities
1 January 2013
- IFRS 13 Fair Value Measurement
1 January 2013
- IAS 19 Employee Benefits (Amendment)
1 January 2013
- IAS 27 Separate Financial Statements
1 January 2013
- IAS 28 Investments in Associate and Joint Ventures
1 January 2014
- IAS 32 Offsetting Financial Assets and Financial Liabilities (Amendment)
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have
no material impact on the financial statements of the Company.
26
(formerly One Media Publishing Group Plc)
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
1. Revenue
Revenue is the amount attributable to the Group's principal activity undertaken in the United Kingdom. The
geographic split of Group revenue is as follows:
United Kingdom
North America and Canada
Europe
Year ended
31 October
2012
Year ended
31 October
2011
£
£
99,876
1,988,939
1,026
63,302
1,562,527
36,687
2,089,841
1,662,516
The Group considers it has one business segment with all its Profit ultimately earned in the United Kingdom
as shown in the Consolidated Statement of Comprehensive Income shown on page 15.
Included in revenues for the year ended 31 October 2012 is £1,059,746 (2011: £933,914) from its largest
ultimate customer and £300,192 from its second largest (2011: £205,924). Together these represent 65.1%
(2011: 68.6%) of the total Group revenue for the year.
2. Operating profit
Operating profit is stated after charging:
Group
Directors' remuneration
Amortisation of licences and other
intangible assets
Depreciation of plant, property and
equipment
Operating lease - office rent
Auditors' remuneration - audit fees
Auditors' remuneration - taxation
Auditors' remuneration - other
Bad debts
Difference on foreign exchange
Included in audit fees above is £4,500 (2011: £4,000) for the audit of the parent Company.
Year ended
31 October
2012
Year ended
31 October
2011
£
£
168,946
98,296
25,106
37,170
8,400
1,300
1,300
(1,280)
11,892
155,050
75,436
19,075
30,143
10,000
2,000
1,600
674
(41,385)
27
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
3. Finance cost and finance income
Interest payable
Interest receivable
4. Taxation
Analysis of the charge for the year
Adjustments to tax charge in respect of
prior years
UK corporation tax charge
UK corporation tax
Year ended
31 October
2012
Year ended
31 October
2011
£
-
214
£
198
163
Year ended
31 October
2012
Year ended
31 October
2011
£
£
468
88,200
88,668
(2,005)
82,000
79,995
The standard rate of tax for the year, based on the UK standard rate of corporation tax is 24% (2011: 26%).
The actual tax charge for the periods is different than the standard rate for the reasons set out in the
following reconciliation:
Reconcilation of current tax
charge
Year ended
31 October
2012
Year ended
31 October
2011
£
£
Profit on ordinary activities before tax
427,888
330,810
Tax on profit on ordinary activities at
24.83% (2011: 26.83%)
Effects of:
Non deductible expenses
Marginal relief
Adjustments to tax charge in respect of
previous periods
Capital allowances in excess of
depreciation
Other differences
Utilisation of tax losses
Current tax charge
106,244
7,508
(5,045)
468
(8,467)
(8,061)
(3,959)
88,668
88,748
6,365
(6,690)
(2,005)
(1,507)
(580)
(4,336)
79,995
28
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
4. Taxation - continued
The Group has estimated trading losses of £374 (2011: £16,317) available for carry forward against future
trading profits.
No deferred taxation asset has been recognised as it is not material. If deferred taxation on losses was
recognised the amount would be £90 (2011: £4,242).
5. Employee information
Directors' emoluments - excluding applicable share option
charge
Fees paid to directors
Share option charge
Wages and salaries
Social security costs
Year ended
31 October
2012
Year ended
31 October
2011
£
£
134,954
30,000
7,625
296,018
42,169
127,390
25,000
4,791
257,583
37,365
510,766
452,129
Included within fees paid to Directors is £20,000 (2011: £15,000) in respect of legal services provided by Mr
R Poplawski in his role as Business Affairs Adviser to One Media iP Limited.
The average monthly number of Group employees (excluding non-executive directors) during the year was
as follows:
Year ended
31 October
2012
Year ended
31 October
2011
Office and management
11
10
6. Parent Company Profit and Loss Account
The profit for the year to 31 October 2012 dealt within in the financial statements of the parent Company
was £308,320 (2011: £261,376). As permitted by section 408 of the Companies Act 2006, no separate profit
and loss account is prepared for the parent Company.
7. Earnings per share
The calculation of earnings per share is based on the profit for the financial period of £339,220
(2011: £250,815) divided by the weighted average number of shares in issue 46,769,794
(2011: 51,474,705). The diluted earnings per share, after the exercise of warrants and share options, is
calculated on a weighted average number of shares of 54,639,657 (2011: 72,208,038). The 2011 basic and
diluted average number of shares is distorted because for the period 1 November 2010 to 17 December
2010, the date of the share buy back, see note 14, the Group had 91,371,339 ordinary shares in issue.
29
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
8. Intangible assets - Group
Cost
At 1 November 2010
Additions
At 31 October 2011
Additions
At 31 October 2012
Amortisation
At 1 November 2010
Charge for the year
At 31 October 2011
Charge for the year
At 31 October 2012
Net book value
At 31 October 2012
At 31 October 2011
Licenses and
other
intangible
assets
£
Total
£
1,027,834
185,837
1,027,834
185,837
1,213,671
1,213,671
643,431
643,431
1,857,102
1,857,102
241,230
75,436
241,230
75,436
316,666
316,666
98,296
98,296
414,962
414,962
1,442,140
1,442,140
897,005
897,005
30
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
9. Property, plant and equipment - Group
Office
equipment
Fixtures and
fittings
£
£
Cost
At 1 November 2010
Additions
At 31 October 2011
Additions
Disposals
At 31 October 2012
Amortisation
At 1 November 2010
Charge for the year
At 31 October 2011
Charge for the year
Disposals
At 31 October 2012
Net book value
At 31 October 2012
At 31 October 2011
54,604
23,276
77,880
34,238
(22,848)
89,270
36,912
15,736
52,648
20,797
(22,848)
50,597
38,673
25,232
Total
£
69,077
24,871
93,948
41,162
(28,082)
14,473
1,595
16,068
6,924
(5,234)
17,758
107,028
6,262
3,339
9,601
4,309
(5,234)
43,174
19,075
62,249
25,106
(28,082)
8,676
59,273
9,082
6,467
47,755
31,699
All depreciation is included in administrative expenses in the Consolidated Statement of Comprehensive
Income.
31
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
10. Investment in subsidiary undertakings
At 1 November 2011 and 31 October 2012
The Company holds interests in the following subsidiary undertakings.
Total
£
493,817
Company
Country of
incorporation
Nature of
business
Class of
shares
Share held %
Status
One Media iP Limited (formerly
One Media Publishing Limited )
Company number 05536271
England and Wales
Collecting Records LLP
Company number OC307927
England and Wales
One Media Intellectual Property
Limited
Company number 08224199
England and Wales
One Media Publishing Limited
Company Number 082123128
England and Wales
Audio-visual
content
Audio-visual
content
Audio-visual
content
Audio-visual
content
Ordinary
100% Operating
Partnership
99%
Dormant
Ordinary
100%
Dormant
Ordinary
100%
Dormant
The Company's investment at the balance sheet date is 100% of the share capital of the unlisted companies
One Media iP Limited, One Media Intellectual Property Limited and One Media Publishing Limited.
OMiP Group Plc owns 99% of the Limited Liability Partnership Collecting Records LLP with the other 1% of
the Limited Liability Partnership Collecting Records LLP held by One Media iP Limited.
All the above activities are included in the consolidated financial statements.
11. Receivables
Year ended
31 October
2012
Group
Year ended
31 October
2011
Group
Year ended
31 October
2012
Company
Year ended
31 October
2011
Company
£
£
£
£
-
41,451
345,905
18,406
-
39,258
253,242
11,033
1,053,292
-
1,428
2,310
754,696
-
3,650
-
405,762
303,533
1,057,030
758,346
Amounts owed by group
undertakings
Trade receivables
Other receivables
Prepayments
Trade and other receivables are usually due within 30 to 60 days and do not bear any effective interest. A
provision of £2,860 was made for doubtful debts at 31 October 2012 (2011: £4,140). The movement in the
provision for impairment during the year is as follows:
32
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
11. Receivables - continued
At 1 November 2010
Decrease in the provision for impairment
At 31 October 2011
Decrease in the provision for impairment
At 31 October 2012
12. Cash and cash equivalents
Total
£
11,685
(7,545)
4,140
(1,280)
2,860
An analysis of cash and cash equivalent balances by currency is shown below:
Year ended
31 October
2012
Group
Year ended
31 October
2011
Group
Year ended
31 October
2012
Company
Year ended
31 October
2011
Company
£
£
£
£
295,522
72,403
730
295,353
110,100
4,317
214,778
-
-
139,562
-
-
368,655
409,770
214,778
139,562
Year ended
31 October
2012
Group
Year ended
31 October
2011
Group
Year ended
31 October
2012
Company
Year ended
31 October
2011
Company
£
£
£
£
63,081
14,470
87,604
160,733
307,265
21,634
9,941
81,942
53,060
250,142
633,153
416,719
-
-
-
25,571
-
25,571
992
-
-
25,650
-
26,642
GB£
US$
Euro
13. Trade and other payables
Current
Trade payables
Social security and other taxes
Corporation tax
Accruals & deferred Income
Other payables
The fair value of trade and other payables has not been disclosed as, due to their short duration, management
considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair
value.
33
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
14. Share capital
Group and Company
Authorised:
2012
£
2011
£
200,000,000 ordinary shares of 0.5p each
1,000,000
1,000,000
Issued:
54,628,698 (2011: 43,628,698) ordinary shares of 0.5p each
273,143
218,143
The movement in the issued share capital over the last two years has been as follows:
For the year ending 31 October 2011:
• Pursuant to a General Meeting held on 17 December 2010 the Company bought back 47,909,291
Ordinary Shares of 0.5p each, amounting to 52.43% of the total issued share capital of the
Company for £219,500. The nominal value of Ordinary Shares bought back of £239,546 was
recorded in the share redemption reserve. The costs associated with this transaction, amounting to
£23,897, were set off against the share premium account and the amount paid to buy back the
shares amounting to £215,000 was set against retained earnings.
•
In addition to the above on 19 September 2011, 166,650 Ordinary Shares of 0.5p each were issued
at 3p per share in part settlement of a Music Video catalogue with a total value of £15,000.
For the year ending 31 October 2012:
• During the financial year ended 31 October 2012 a total of 11,000,000 warrants were exercised by
Directors and employees as follows:
Number of
warrants
exercised
Date exercised
Par
Value
1,000,000
4,000,000
4,000,000
500,000
500,000
500,000
500,000
11 June 2012
13 June 2012
10 August 2012
10 August 2012
11 September 2012
17 September 2012
17 September 2012
0.5p
0.5p
0.5p
0.5p
0.5p
0.5p
0.5p
Share
Capital
£
5,000
20,000
20,000
2,500
2,500
2,500
2,500
Share
Premium
arising
£
10,000
20,000
20,000
7,500
5,000
5,000
7,500
11,000,000
55,000
75,000
34
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
14. Share capital - continued
The movement in warrants during the year was as follows:
Date of grant
Number of
warrants
Par
Value
Exercise
price
Period of
subscription
17 September 2009
17 September 2009
17 September 2009
7 March 2011
10,000,000
2,000,000
6,000,000
500,000
0.5p
0.5p
0.5p
0.5p
Warrants outstanding at
31 October 2011
18,500,000
Exercised in year
17 September 2009
17 September 2009
17 September 2009
Expired and not exercised
17 September 2009
17 September 2009
Cancelled
7 March 2011
Granted in year
17 September 2012
Warrants outstanding
at 31 October 2012
(8,000,000)
(2,000,000)
(1,000,000)
0.5p
0.5p
0.5p
7,500,000
(2,000,000)
(5,000,000)
0.5p
0.5p
(500,000)
0.5p
5,750,000
0.5p
1.5p
5,750,000
1.5p
1p
1.5p
2p
2p
1p
1.5p
2p
1p
2p
2p
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
The number of Directors holding warrants at 31 October 2012 was 4 (2011: 4) and senior staff 2 (2011: 3).
The fair value of the outstanding warrants at 31 October 2012, based on the Black-Scholes model was 1.5p
per share based on a risk free interest rate of 1% and a volatility of 30%. The warrants have been issued to
underpin key Directors and senior staff service conditions. The share based payment charge in relation to
these warrants is spread over the period of subscription. A share based payment charge of £439 has been
made for the year ended 31 October 2012.
During the year 4 Directors (2011: nil) exercised warrants.
Included in the Consolidated Statement of Financial Position is £16,800 due to the Group by Michael
Anthony Infante in respect of PAYE and NI due on the exercise of his warrants during the year. This amount
was repaid on 20 February 2013 at the same time as the Group settling the equivalent outstanding liability to
HMRC.
At 31 October 2012 3,600,000 (2011: 3,600,000) share options of 2.75p were outstanding. The number of
Directors holding share options at 31 October 2012 was 4 (2011: 4) and senior staff and employees 5
(2011: 5). The share options have been issued to underpin key Directors and senior staff service conditions.
The share based payment charge in relation to these share options is spread over the period of subscription
The options were granted on 7 March 2011 when the share price was 2.75p per share. The Fair Value of
these options, based on the Black Scholes model, was 4.15p per share based on a risk free interest rate of
5% and a volatility of 40%. The options are exercisable on or before 6th March 2018. A share option charge
of £7,186 has been made for the year ended 31 October 2012 (2011: £4,791).
35
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
15. Company reserves
Share
redemption
reserve
Share
premium
£
-
£
663,000
At 1 November 2010
Share buy back
239,546
(23,897)
Proceeds from the issue of new
shares
Share based payment charge
Profit for the year
Dividends
-
-
-
-
4,168
-
-
-
Share
based
payment
reserve
£
-
-
-
4,791
-
-
Retained
earnings
Total equity
£
£
232,450
895,450
(219,500)
(3,851)
-
-
4,168
4,791
261,376
261,376
(14,994)
(14,994)
At 1 November 2011
239,546
643,271
4,791
259,332
1,146,940
Proceeds from the issue of new
shares
Share based payment charge
Profit for the year
Dividends
-
-
-
-
75,000
-
-
-
-
7,625
-
-
-
-
75,000
7,625
308,320
308,320
(70,974)
(70,974)
At 31 October 2012
239,546
718,271
12,416
496,678
1,466,911
The Consolidated Statement of Changes in Equity is shown on page 16.
16. Dividends per share
The total dividends paid in the year ended 31 October 2012 was £70,974 (2011: £14,944). These dividends
were paid in two instalments. On 30 November 2011 at 0.0345p per share and on 9 July 2012 a further
dividend of 0.115p per share was paid.
17. Contingent liabilities
Due to the nature of the business, from time to time, claims will be made against the Group. Nonetheless,
the Directors are not aware of any claims that are likely to be successful and, in their opinion, result in a
material liability. In 2011 the Directors were not aware of any claims that were likely to be successful and
result in a material liability.
18. Capital commitments
There were no capital commitments at 31 October 2012 or at 31 October 2011.
36
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
19. Operating lease commitments
Rent
Vehicles
Within
one year
£
47,362
9,083
1 to 5 years
£
2012
Total Within one
year
£
£
31,575
9,083
78,937
18,166
35,548
4,831
1 to 5
years
£
-
3,221
2011
Total
£
34,548
8,052
56,445
40,658
97,103
39,379
3,221
42,600
The lease for rent is due to expire on 31 July 2015 and for the vehicles leases during 2014.
20. Financial instruments
The Group uses financial instruments comprising cash and cash equivalents, other loans and various other
short-term instruments such as trade receivables and trade payables which arise from its operations. The
main purpose of these financial instruments is to fund the Group's business strategy and the short-term
working capital requirements of the business.
Financial assets by category
The IAS 39 categories of financial asset included in the Consolidated Statement of Financial Position are as
follows:
Loans and
receivables
Non financial
assets
2012
Total
Loans and
receivables
£
£
£
Non
financial
assets
£
2011
Total
£
Licences and other
intangible assets
Property, plant and
equipment
Trade receivables
Other debtors
Prepayments
Cash and cash
equivalents
£
-
-
41,451
345,905
18,406
368,655
1,442,140 1,442,140
-
897,005
897,005
47,755
-
-
-
47,755
41,451
345,905
18,406
-
39,258
253,242
11,033
31,699
-
-
-
31,699
39,258
253,242
11,033
-
368,655
409,770
-
409,770
774,417
1,489,895 2,264,312
713,303
928,704
1,642,007
37
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
20. Financial instruments - continued
Financial assets by category
The IAS 39 categories of financial liabilities included in the Consolidated Statement of Financial Position are
as follows:
Other
financial
liabilities
at
amortised
cost
£
63,081
14,470
87,604
-
307,265
Liabilities
within the
scope of
IAS 39
£
-
-
-
160,733
Trade payables
Social security and
other taxes
Corporation tax
Accruals and deferred
income
Other payables
2012
Total
£
Other
financial
liabilities
at
amortised
cost
£
63,081
21,634
9,941
81,942
Liabilities
within
the
scope of
IAS 39
£
-
-
-
2011
Total
£
21,634
9,941
81,942
250,142
53,060
-
53,060
250,142
14,470
87,604
160,733
307,265
472,420
160,733
633,153
363,659
53,060
416,719
The Group is exposed to a variety of financial risks which result from its operating activities. The Board is
responsible for co-ordinating the Group's risk management and focuses on actively securing the Group's
short to medium term cash flows. Long term investments are managed to generate lasting returns.
The Group does not actively engage in the trading of financial assets and has no financial derivatives. The
most significant risks to which the Group is exposed are described below:
Credit risk
The Group's credit risk is primarily attributable to its trade receivables, other debtors and cash and cash
equivalents. The amounts presented in the Consolidated Statement of Financial Position are net of any
allowances for doubtful receivables. The Group has a significant concentration of credit risk associated with
its distributor of digital content, The Orchard. The maximum credit to which the Group is exposed is
£774,417 (2011: £713,303). Cash at bank is all held with highly rated banks or deposit takers, the suitability
of which is constantly reviewed.
Liquidity risk
The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to
invest cash and assets safely and profitably. Short term flexibility is achieved by the use of money markets
to deposit excess cash which is not required in the short term. The directors prepare cash flow forecasts on
a regular basis to identify at an early stage any short term funding difficulties.
All the financial liabilities noted above, with the exception of the liability to corporation tax of £87,604
(2011: £81,942) are expected to result in cash outflow within six months of the year end. At 31 October
2012, £384,816 (2011: £281,717) of the financial liabilities were expected to result in cash outflow within six
months of the year end.
38
Notes to the Consolidated Financial Statements
For the year ended 31 October 2012
20. Financial instruments - continued
Currency risk
The Group is exposed to foreign exchange risk in connection with its digital downloading business where the
revenue is largely transacted in US$ and the settlement of royalty and other liabilities arising from this
revenue is largely denominated in US$.
21. Related party transactions
There were no related party transactions in the year under review or in the year ended 31 October 2012,
other than transactions with the directors as disclosed in the Directors' Report and note 5 to the financial
statements.
At 31 October 2012 the principal operating subsidiary One Media iP Limited owed the Company £1,053,291
(2011: £754,696). No formal inter-company loan agreement is in existence between the Company and its
subsidiaries. During the year the Company made a management charge of £208,122 (2011: £200,465)
against One Media iP Limited and received a dividend of £300,000 (2011: £250,000).
39