Ludorum Plc : Preliminary Results

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14 June 2013

LUDORUM PLC PRELIMINARY RESULTS FOR THE YEAR ENDING 31 MARCH 2013

Ludorum plc, ("Ludorum" or the "Company"), the AIM-listed media investment company, today announces its results for the fifteen month period ended 31 March, 2013. 

Highlights for 15 Month Period

Turnover generated in the period of £7.78m (2011: £7.34m)

Consumer products revenues were £7.20m (2011: £6.27m)

Operating profit of £0.01m (2011: £0.32m)

Administrative Expenses £2.49m (2011: £2.92m)

Chuggington has now been licensed for broadcast to 175 countries

New series in production for delivery in 2013-14, with pre-sales to BBC (UK), Disney Channel (US), Fuji (Japan) SRTL (Germany) and TF1 (France)

"Stack Track" toy train system very successfully introduced into the US during the second half of the calendar year

Motorised toy train system successfully introduced by Tomy in Japan during the second half of the calendar year

Rob Lawes, Chief Executive, said:

"Chuggington is established in the international marketplace as a durable and well accepted brand, and we feel there are excellent opportunities to make Chuggington into the premier evergreen pre-school global train property. Although the 15 month period under review resulted in a decline in Operating Profit, on a comparable twelve-month basis, our operating profit grew to £0.44m (2011: £0.32m) a 38% improvement over the prior twelve-month period.

Contacts

Ludorum plc020 8246 4010

Rob Lawes           

Investec Investment Banking (NOMAD)                        020 7597 4000

David Flin / Andrew Pinder

Overview

In June 2012 we announced that our accounting reference date would change to 31 March so that the Company's accounting year is the same as that of its master toy licence partner, Tomy Company Limited.  For comparable purposes, the following table outlines the key financial information for the twelve-month period ended 31December 2012 to the prior audited period ended 31 December 2011 as well as the fifteen-month period.

	12 months to 31 Dec 2012 £'000	15 months to 31 March 2013 £000	12 months to 31 Dec 2011 £000
Sales	6,589	7,779	7,335
Gross profit	2,494	2,503	3,241
Overheads	2,056	2,493	2,923
Operating profit	438	10	318
Television	502	581	999
Consumer products	6,061	7,169	6,271
Other	26	29	65
	6,589	7,779	7,335

On a comparable twelve-month basis, our operating profit grew to £0.44m (2011: £0.32m) a 38% improvement over the prior twelve-month period. Consumer products revenues fell by 3% to £6.10m from £6.27m. Revenues were affected by the withdrawal from the market place of Tomy's "Interactive" plastic train system. That system will gradually be succeeded globally by a plastic motorised system which had a strong launch in Japan in the second half of 2012. In the non-motorised toy train categories, we are encouraged by the launch of the new "Stack Track" die cast system that had a successful launch in the US in September 2012. The wood system will continue to roll out on an international basis over the coming months which has shown good sales growth in the US, and we are expecting consistent global growth in sales of this system.  

Broadcast revenues for the same period were £0.5m which represents a 50% reduction from the prior year amount of £1.00m.  The reduction in broadcast revenues reflects the fact that no additional new episodes were delivered in the financial period. We are, however, in production of an exciting new series of Chuggington adventures with the first new episodes starting to air from September 2013.  We have been very pleased with the reaction from our international broadcast partners, with pre-sales already concluded with the BBC (UK), Disney Channel (US), Fuji (Japan), SRTL (Germany) and TF1 (France).

In the meantime, strong cost control drove the underlying improvement in profitability with administrative expenses falling by 30% to £2.06m (2011: £2.92m), a £0.86m saving.

Chuggington

Chuggington is an action packed series of train adventures that come to life in a vibrant modern world called Chuggington.  Wilson and his friends Brewster and Koko take on exciting challenges that test their courage, speed and determination.  Along the way, they learn positive values and new skills empowering them to become the best trainees they can be.  To date we have created 92 x 10" episodes and 46 x 4" shorter episodes.   We are in production on a further 26 x 10" episodes, delivery of the first 13 episodes of this series will be in September 2013 and the balance in the first quarter of 2014.

The first Chuggington series was created by Ludorum in 2006 and has continually and successfully been on-air since 2008. We have concluded broadcast agreements with all leading broadcasters in their respective territories in over 175 countries.  The series has established, year after year, a consistently successful ratings record in the majority of its markets including the UK (BBC - Cbeebies), North America (The Disney Channel), Germany (Super RTL), France (TF1), Japan (Fuji -TV), Australia (ABC) and Canada (Treehouse).  We have also concluded an agreement for Chuggington to be aired on Disney Channel, India, where broadcast commenced December 2012 and in Brazil where broadcast commenced in March 2013. The only major world market where Chuggington has not yet appeared is China, and we are now working towards launching the series there. Additionally, on-line entertainment and game sales are growing, and will add materially to future years revenues.

Consumer Products

Consumer revenues for the fifteen-month period were £7.17m versus (2011: £6.27m) a 14% increase. Our master toy partner, Tomy, generated revenues of £3.51m a £0.07m increase over the prior period of £3.44m.

We are encouraged by the early success of the motorised system in Japan and the new "Stack Track" system which had a successful launch in the last quarter of 2012.  The Chuggington "Stack Track" system was awarded a Guinness World Record for the highest ever train system at Grand Central Station in New York in May 2012. In addition, Tomy's wood line continued strong year on year growth.  There is substantial product development underway supporting the new series direction for launch in the calendar fourth quarter in the US and UK and globally in 2014 thereafter.

In addition to Tomy for toy trains, there are a number of other licensees across consumer products, home entertainment and publishing.

Financial Review - 15 Month Period Jan. 1, 2012 to March 31, 2013 versus 12 Month Period Jan. 1, 2011 to Dec 31, 2011

Ludorum generated revenues of £7.78m for the fifteen-month period ended 31 March 2013 (2011: £7.34m) a 6% increase.  Consumer product revenues represented 93% of revenues, at £7.17M (2011: £6.27m). Broadcast revenues, which are recognised on license period start dates, represented 6.5% of revenues at £0.58m (2011: £0.99m) a fall of £0.41m.  Of the revenue generated in the period the UK, Europe, Middle East and Africa represented 40% (2011: 55%), the Americas represented 34% (2011: 33%) and Asia and Australasia represented 26% (2011: 13%).

Gross profit for the fifteen-month period was negatively impacted by the inclusion of two quarters: March 2012 and March 2013, where third party profit participation payments are at their highest reflecting profit participation payments from the preceding October to December revenue period. As a result gross profit fell from  £3.24m, to £2.50m for the fifteen-month period largely reflecting the increase in profit participation payments payable, re-classification of overhead costs into marketing costs and an increased amortisation charge that resulted from the greater number of completed episodes. 

Total administrative costs were £2.49m a reduction of 15% over the prior year cost of £2.92m.

The operating profit for the fifteen-month period was £0.1m, versus a £0.32m operating profit for the prior period.

Capital expenditure on Chuggington during the fifteen-month period was £1.10m (2011: £1.01m).

As at the 31 March 2013 the Company had gross cash and cash equivalents of £0.95m (31 December 2011 £0.50m) and bank overdrafts of £0.97m (30 June 2011: £1.00m).  In June 2013, the Company renewed its £0.75m overdraft facility with Coutts.

In March 2012, the Company redeemed at par, £1.50m of loan notes, being all the loan notes in issue. At the same time the Company issued £2.75m of loan notes. The loan notes are held by client funds of Downing LLP and D C Thomson & Co Limited. The loan notes are repayable in March 2017.  If the Company redeems the loan notes within the next two years the redemption will be £1.25 per £1 of loan notes. If the loan notes are redeemed after two years, the loan notes are redeemable at par. The coupon on all notes is the higher of 7.5% or 3% above LIBOR for the next three years.  After the three years the coupon is 12.5%.

On the basis of enquiries made by the Directors and in the light of current financial projections and facilities available, the Directors have reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, we continue to adopt the going concern basis in preparing the accounts.

Board Changes

Two directors, Charlie Caminada and David Maloney, resigned with effect June 28, 2012. On behalf of the Board and the entire company, I would like to thank Charlie Caminada, a co-founder of Ludorum, and a colleague and friend of 24 years standing for his excellent contribution since our launch in 2006.  We wish him all the very best following his retirement in June. We would also like to thank David Maloney for his significant contributions over his six years as a non-executive director.

Richard Hall was appointed with effect June 28, 2012 as a non-executive director. We are delighted to welcome Richard who also serves as a board member of DC Thomson & Co. Limited. Richard now serves along with Dick Rothkopf, our non- executive Chairman, and me.

Outlook

We remain committed to building Chuggington into the premier evergreen pre-school global train property. We are in the process of changing the toy product lines to better reflect our consumers' tastes and are producing new television episodes that are even more adventurous and captivating for our market. Chuggington is already established as a durable and well accepted brand in markets globally, and we feel there are excellent opportunities to make this strategic aim a reality as we look to steadily build on our experience and the brand's successes to date.

Rob Lawes

Chief Executive

	Note	For the 15 months ended 31 March 2013 £000	For the year ended 31 December 2011 £000
Revenue	2	7,779	7,335
Cost of sales		(5,276)	(4,094)
Gross profit		2,503	3,241
Administrative expenses		(2,493)	(2,923)
Operating  profit		10	318
Finance costs - bank and loan interest		(162)	(95)
Finance cost - net		(162)	(95)
(Loss) / profit  before income tax		(152)	223
Income tax expense	3	(133)	(144)
(Loss) / profit  for the period		(285)	79
Other comprehensive income /(loss): Foreign exchange differences		6	(19)
Total comprehensive (loss) / income  for the period		(279)	60
Basic (loss) / earnings  per share Diluted (loss) / earnings per share	4 4	(0.29)p (0.29)p	0.80p 0.79p

	Note	GROUP 2013 £000	GROUP 2011 £000
Assets
Non-current assets
Investments		-	-
Property, plant and equipment		2	36
Intangible assets	5	3,956	3,704
		3,958	3,740
Current assets
Trade and other receivables		1,728	2,498
Overseas tax receivable		20	-
Cash and cash equivalents		954	501
		2,702	2,999
Liabilities
Current liabilities
Overseas tax payable		-	(23)
Trade and other liabilities		(3,363)	(4,463)
Borrowings	6	(966)	(999)
		(4,329)	(5,485)
Net current liabilities		(1,627)	(2,486)
Non-current liabilities
Borrowings	6	(2,750)	(1,500)
		(2,750)	(1,500)
Net liabilities		(419)	(246)
Shareholders' deficit
Ordinary shares		88	88
Deferred shares		50	50
Share premium		9,296	9,296
Share based payments reserve		2,318	2,212
Foreign currency translation		(8)	(14)
Accumulated losses		(12,163)	(11,878)
Total  deficit		(419)	(246)

	Attributable to the owners of the parent
Group 2013	Called up share capital £000	Share Premium £000	Accumulated losses £000	Share based payments reserve £000	Foreign currency translation £000	Total deficit £000
At 1 January 2012	138	9,296	(11,878)	2,212	(14)	(246)
Loss for the period	-	-	(285)	-	-	(285)
Other comprehensive income:	-	-	-	-	6	6
Total comprehensive (loss) /  income for the period	-	-	(285)	-	6	(279)
Transactions with owners:
Credit relating to share based payments reserve	-	-	-	106	-	106
Total contributions  for distribution to owners of the Company recognised directly in equity	-	-	-	106	-	106
At 31 March 2013	138	9,296	(12,163)	2,318	(8)	(458)
2011	Called up Share capital £000	Share Premium £000	Accumulated losses £000	Share based payments reserve £000	Foreign currency translation £000	Total deficit £000
At 1 January 2011	138	9,281	(11,957)	105	5	(2,428)
Comprehensive income:
Profit for the year	-	-	79	-	-	79
Other comprehensive income:	-	-	-	-	(19)	(19)
Total comprehensive income for the year	-	-	79	-	(19)	60
Transactions with owners:
Reclassification of SOA	-	-	-	1,937	-	1,937
Credit relating to share based payments reserve	-	-	-	170	-	170
New shares issued	-	15	-	-	-	15
Total contributions  for distribution to owners of the Company recognised directly in equity	-	15	-	2,107	-	2,122
At 31 December 2011	138	9,296	(11,878)	2,212	(14)	(246)

	Note	GROUP 2013 £000	GROUP 2011 £000
Cash flows from operating activities
Cash generated from operations	7	786	956
Interest paid		(162)	(95)
Taxation paid		(176)	(137)
Net cash generated  from  / (used in) operating activities		448	724
Cash flows from investing activities
Investment in subsidiaries		-	-
Purchase of property, plant and equipment		-	(21)
Investment in intangible assets		(1,212)	(1,473)
Net cash used in investing activities		(1,212)	(1,494)
Cash flows from financing activities
Net proceeds from issue of share capital		-	15
Issue of  new loan stock	6	1,250	-
Net cash generated from financing activities		1,250	15
Net increase / (decrease)  in cash and cash equivalents and bank overdrafts		486	(755)
Cash and cash equivalents and bank overdrafts at 1 January		(498)	257
Cash and cash equivalents and bank overdrafts at 31 March		(12)	(498)

1.     Basis of preparation

The financial information in this preliminary announcement has been extracted from the audited financial statements of the Group for the 15 months period ended 31 March 2013. The financial statements were approved by the board of directors on 13 June 2013 and are prepared in accordance with IFRS as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial information for the year ended 31 December 2011 has been extracted from the audited financial statements of the Group for that year which have been delivered to the Registrar of Companies. The auditors' report on the accounts for 2013 and 2011 were unqualified and did not contain a statement under section 237(2) or section 237(3) of the Companies Act 1985.

In 2012 the Company changed its accounting reference date from 31 December to 31 March. Accordingly, this preliminary announcement has been prepared for the 15 months period ended 31 March 2013. The change has been made so that the Company's accounting year end is the same as that of its master toy licence partner, Tomy Company Limited. The comparative financial information is for the 12 months ended 31 December 2011.

The basis of preparation of the financial information in both financial years presented is consistent with the accounting policies set out in the Group's statutory accounts for the year ended 31 December 2011. No additional standards or amendments to existing standards have been adopted by the Group with effect from 1 January 2012.

On the basis of enquiries made by the directors and in the light of current financial projections and facilities available, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial information.

2.     Segmental reporting

The Group currently has one operating segment, the development and exploitation of its rights in Chuggington. Management information used by the CODM is in a format similar to the Consolidated statement of comprehensive income and Balance sheets. The CODM is considered to be the Board of Directors.

Revenue by product line

	For the 15 months ended 31 March 2013 £000	For the year ended 31 December 2011 £000
Broadcasting rights	581	999
Consumer products	7,169	6,271
Other	29	65
	7,779	7,335

Geographical analysis of revenue by location

	For the 15 months ended 31 March 2013 £000	For the year ended 31 December 2011 £000
UK, Europe, Middle East & Africa	3,068	4,005
Asia & Australasia	2,032	921
Americas	2,679	2,409
	7,779	7,335

All material assets are located in the UK.

3.     Income tax expense

	For the 15 months ended 31 March 2013 £000	For the year ended 31 December 2011 £000
Current tax
UK taxation	-	-
Overseas taxation - withholding taxes	100	82
Overseas taxation - US income taxes	33	62
Total overseas taxation	133	144
Total current tax expense	133	144
Deferred taxation	-	-
Total income tax expense	133	144

The tax assessed for the period differs from the UK Small Company's tax rate in the UK. The difference is explained below:

	For the 15 months ended 31 March 2013 £000	For the year ended 31 December 2011 £000
(Loss) / profit before taxation	(152)	223
(Loss) / profit before taxation multiplied by the weighted-average rate of UK corporation tax applicable to small companies of 20% (2011: 20.25%)	(30)	45
Effects of:
Overseas taxation	(133)	(144)
Expenses not deductible for tax purposes	2	2
Losses brought forward	-	(47)
Losses available to carry forward and other timing differences	28	-
Total income tax expense	(133)	(144)

4.     (Loss) / earnings per share

Basic (loss) / earnings per share ("EPS") is calculated by dividing the (loss) / earnings attributable to owners of the parent by the weighted average number of ordinary shares in issue during the period. Diluted EPS is calculated by adjusting the weighted average number of shares in issue to assume conversion of all dilutive potential ordinary shares.

Basic and diluted EPS	(Loss) / earnings attributable to owners of the parent £000	Weighted average number of shares (basic)	Weighted average number of shares (diluted)	Per-share amount (pence) (basic)	Per-share amount (pence) (diluted)
2013	(285)	9,850,001	9,971,001	(0.29)p	(0.29)p
2011	79	9,838,751	9,962,751	0.80p	0.79p

5.     Intangible assets

Group	Capitalised costs £000
Cost
At 1 January 2011	3,756
Additions	1,012
At 31 December 2011	4,768
Additions	1,112
At 31 March 2013	5,880
Accumulated amortisation
At 1 January 2011	519
Charge for the year	545
At 31 December 2011	1,064
Charge for the period	860
At 31 March 2013	1,924
Net book value
At 1 January 2011	3,237
At 31 December 2011	3,704
At 31 March 2013	3,956

6.     Borrowings

The following borrowings are included in current and non-current liabilities:

	GROUP 2013 £000	GROUP 2011 £000
Bank overdraft	966	999
Loans	2,750	1,500
	3,716	2,499
Undrawn borrowing facilities
Bank overdraft	293	56

The Group has an overdraft facility from Coutts & Co of £750,000.  The overdraft is secured by a first charge over the Company's assets (including the Company's intellectual property). Ludorum has the legal right to set off balances within the Group. The net position within the group is £457,000.

In March 2012 the Company redeemed, at par, £1.5m of loan notes ("old loan notes"), being all of the loan notes in issue. These old loan notes were held by client funds of Downing LLP. At the same time the Company issued £2.75m of new loan notes. £1.5m of the new loan notes are also held by client funds of Downing LLP.  £1.25m of the new loan notes are held by D. C. Thomson & Co Limited. The new loan notes are repayable in March 2017. If the Company redeems the new loan notes within two years of issue the redemption will be £1.25 per £1 of loan notes. If the new loan notes are redeemed after two years of issue the loan notes are redeemable at par. The coupon on the new loan notes is the higher of 7.5% or 3% above LIBOR for the next three years. After three years the coupon is 12.5%. The new loan notes are secured by a second charge over the Company's assets and a charge over the assets of Ludorum Enterprises Limited, a wholly owned subsidiary of the Company.

The old loan notes held by client funds of Downing LLP were exchanged for new loan notes and therefore no cash payment was made to Downing LLP on redemption of the old loan notes. Accordingly, the cash flow effect of the redemption of the old loan notes and issue of new loan notes in the period was an inflow of £1.25m arising from the issue of new loan notes to D. C. Thomson & Co Limited.

7.     Cash flows from operating activities

	GROUP 2013 £000	GROUP 2011 £000
(Loss) / profit  for the period	(285)	79
Adjustments for:
Interest paid	162	95
Tax paid	133	137
Depreciation of property, plant and equipment	26	37
Loss on disposal of property, plant and equipment	8	-
Amortisation of intangible assets	860	545
Charge relating to share based payments	106	170
Change in working capital
Decrease  / (increase) in trade and other receivables	650	(247)
(Decrease) / increase in trade and other payables	(874)	140
Cash generated by operations	786	956

8.     Reconciliation of net cash flow to movement in net debt

The following borrowings are included in current and non-current liabilities:

	GROUP 2013 £000	GROUP 2011 £000	COMPANY 2013 £000	COMPANY 2011 £000
Net debt at beginning of period	(1,998)	(1,243)	(2,480)	(1,888)
Increase / (decrease)  in cash and cash equivalents	453	(199)	(19)	(36)
Decrease / (increase) in bank overdraft	33	(556)	33	(556)
Issue of loan notes	(1,750)	-	(1,750)	-
Increase in net debt	(1,264)	(755)	(1,736)	(592)
Net debt at end of period	(3,262)	(1,998)	(4,216)	(2,480)

9.     Related parties

Included in trade and other liabilities at the end of the period is £135,023  in respect of unpaid remuneration owed to Directors of the Company and the employer's National Insurance payable on this remuneration (2011: £176,150) and £85,358 in respect of accrued pension costs owed to the Directors (2011: £143,714). Richard Hall, a director if the Company is also a director of D.C. Thomson Co Ltd, which holds £1.25m of loan notes issued by the Company, and of Parragon Books Limited. Parragon Books Limited has a publishing licence with Ludorum Enterprises Limited.

10.  Commitments

In 2007 the Company entered into an agreement with Tomy under the terms of which Tomy agreed to fund 50% of the production cost of the Company's animated series "Chuggington" in return for which it has a global master toy licence and the right to participate in the net profit of the property. The Company and Tomy have now jointly funded the production of three series, comprising 92 episodes of Chuggington. The Company and Tomy have agreed to jointly fund a fourth series of 26 episodes of 10 minutes each. The budget is £4.4m. Production of this series commenced in 2012.

In April 2012 the Company entered into an agreement with Shanghai Motion Magic Digital Entertainment Inc ("Motion Magic") under the terms of which Motion Magic is to provide animation and editing services for the production of the fourth series of Chuggington. The Company is committed to pay RMB 12.631m (£1.229m).  Under the terms of the agreement with the toy manufacturer described above, 50% of the amount payable to Motion Magic will be refunded to the Company by the toy manufacturer.

This information is provided by RNS

The company news service from the London Stock Exchange

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