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REG - Webis Holdings PLC - Final Results and Notice of AGM <Origin Href="QuoteRef">WEBH.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSU0344Xa 

Depreciation                                           
 At 31 May 2016                    535  474  21  1,030  
 Charge for the year               11   51   9   71     
 At31 May 2017                     546  525  30  1,101  
 Net book value                                         
 At 31 May 2017                    33   55   21  109    
 At 31 May 2016                    47   87   26  160    
 
 
At 31 May 2016 
 
47 
 
87 
 
26 
 
160 
 
 Cost                                             
 At 31 May 2016                    401  141  542  
 Additions                         18   -    18   
 Currency translation differences  -    (2)  (2)  
 At 31 May 2017                    419  139  558  
 Depreciation                                     
 At 31 May 2016                    401  137  538  
 Charge for the year               2    2    4    
 At 31 May 2017                    403  139  542  
 Net book value                                   
 At 31 May 2017                    16   -    16   
 At 31 May 2016                    -    4    4    
 
 
At 31 May 2016 
 
- 
 
4 
 
4 
 
11  Investments 
 
Investments in subsidiaries are held at cost. Details of investments at 31 May
2017 are as follows: 
 
 WatchandWager.com Limited                Isle of Man               Operation of interactive wagering totaliser hub                        100  
 WatchandWager.com LLC                    United States of America  Operation of interactive wagering totaliser hub and harness racetrack  100  
 Technical Facilities & Services Limited  Isle of Man               Dormant                                                                100  
 betinternet.com (IOM) Limited            Isle of Man               Dormant                                                                100  
 betinternet.com NV                       Netherlands Antilles      Dormant                                                                100  
 B.E. Global Services Limited             Isle of Man               Dormant                                                                100  
                                                                                                                                                
 
 
Dormant 
 
100 
 
12  Bonds and deposits 
 
 Bonds and deposits which expire within one year           2,863  2,499  -  -  
 Bonds and deposits which expire within one to two years   2      -      -  -  
 Bonds and deposits which expire within two to five years  101    105    -  -  
                                                           2,966  2,604  -  -  
                                                                                 
 
 
2,966 
 
2,604 
 
- 
 
- 
 
A rent deposit of US$100,000 is held by California Exposition & State Fair and
is for a term of 5 years (2016: US$100,000). Cash bonds of US$925,000 has been
paid as security deposits in relation to various US State ADW licences (2016:
US$500,000). Rent and other security deposits total US$12,081 (2016:
US$71,462). 
 
Under the terms of the licencing agreement with the Hong Kong Jockey Club the
Company is required to hold a retention amount of US$1,929,285 / HK$15,000,000
(2016: US$1,932,019 / HK$15,000,000). 
 
13  Cash and cash equivalents 
 
 Cash and cash equivalents - company and other funds  13,827  5,538  1,169  4,067  
 Cash and cash equivalents - protected player funds   1,245   907    1,245  907    
 Total cash and cash equivalents                      15,072  6,445  2,414  4,974  
 
 
907 
 
1,245 
 
907 
 
Total cash and cash equivalents 
 
15,072 
 
6,445 
 
2,414 
 
4,974 
 
The Group holds funds for operational requirements and for its non-Isle of Man
customers, shown as 'company and other funds' and on behalf of its Isle of Man
regulated customers, shown as 'protected player funds'. 
 
Protected player funds are held in fully protected client accounts within an
Isle of Man regulated bank. 
 
14  Trade and other receivables 
 
 Trade receivables                  2,275  1,546  -   -   
 Other receivables and prepayments  796    1,125  35  37  
                                    3,071  2,671  35  37  
 
 
1,125 
 
35 
 
37 
 
3,071 
 
2,671 
 
35 
 
37 
 
15  Trade and other payables 
 
 Trade payables                     18,439  9,724   11     15       
 Amounts due to Group undertakings  -       -       962    3,994    
 Taxes and national insurance       31      52      2      2        
 Accruals and other payables        414     285     35     25       
                                    18,884  10,061  1,010  4,036    
                                                                      
 
 
18,884 
 
10,061 
 
1,010 
 
4,036 
 
Amounts due to Group undertakings are unsecured, interest free and repayable
on demand. Included within trade payables are amounts due to customers of
US$18,324,542 (2016: US$9,656,431). 
 
16  Loans 
 
 Loan - Galloway Ltd  500  -  500  -  
                      500  -  500  -  
 
 
- 
 
500 
 
- 
 
500 
 
- 
 
500 
 
- 
 
A loan of $500,000 was received from Galloway Ltd in February 2017, to provide
financing for cash-backed bonding agreements. The loan is for a term of five
years, attracts interest at 7.75% per annum and is secured over the
unencumbered assets of the company (see note 20). 
 
17 Share capital 
 
 Allotted, issued and fully paid                                                        
 At beginning and close of year: ordinary shares of 1p each  393,338,310  6,334  6,334  
 At 31 May: ordinary shares of 1p each                       393,338,310  6,334  6,334  
 
 
At 31 May: ordinary shares of 1p each 
 
393,338,310 
 
6,334 
 
6,334 
 
The authorised share capital of the Company is US$9,619,000 divided into
600,000,000 ordinary shares of £0.01 each (2016: US$9,619,000 divided into
600,000,000 ordinary shares of £0.01 each). 
 
Options 
 
Movements in share options during the year ended 31 May 2017 were as follows: 
 
                                      No.         
 At 31 May 2016 - 1p ordinary shares  14,000,000  
 Options granted                      -           
 Options lapsed                       -           
 Options exercised                    -           
 At 31 May 2017 - 1p ordinary shares  14,000,000  
 
 
During the previous year the Group established an equity-settled share based
option program. The fair value of options granted is recognised as an expense,
with a corresponding increase in equity. The fair value is measured at grant
date using a Black-Scholes model and is spread over the vesting period. The
amount recognised in equity is adjusted to reflect the actual number of share
options which are expected to vest.  The volatility of the options is
calculated at 75%, with a risk free interest rate of 0.86%. 
 
The options were issued on 3 March 2016 to Ed Comins, Managing Director of the
Group. The fair value of each option on the grant date was estimated as being
£0.0022. The options are able to be exercised from 3 March 2019 and expire on
2 March 2026. The weighted average exercise price of all options is £0.01. 
 
The charge for share options recorded in profit and loss for the year was
US$1,986 (2016: US$457), with the corresponding amount reflected in the share
option reserve in the Statement of Financial Position and Statement of Changes
in Equity. 
 
18 Capital commitments 
 
As at 31 May 2017, the Group had capital commitments of US$53,500, of which
US$32,500 related to a new player website and US$21,000 to a new player
management system (2016: US$Nil). 
 
19  Operating lease commitments 
 
At 31 May 2017, the Group was committed to future minimum lease payments of: 
 
 Payments due within one year            88   86   
 Payments due between one to five years  351  345  
 Payments due beyond five years          -    86   
 
 
Payments due beyond five years 
 
- 
 
86 
 
20  Related party transactions 
 
Identity of related parties 
 
The Group has a related party relationship with its subsidiaries (see note
11), and with its Directors and executive officers and with Burnbrae Ltd
(significant shareholder). 
 
Transactions with and between subsidiaries 
 
Transactions with and between the subsidiaries in the Group, which have been
eliminated on consolidation, are considered to be related party transactions. 
 
Transactions with entities with significant influence over the Group 
 
Rental and service charges of US$48,719 (2016: US$60,038) and Directors' fees
of US$46,748 (2016: US$54,002) were charged in the year by Burnbrae Limited,
of which Denham Eke and Nigel Caine are common Directors. The Group also
received a loan 
 
in February 2017 of US$500,000 (2016: US$Nil) from Galloway Ltd, a company
related to Burnbrae Limited by common ownership and Directors (note 16). 
 
Transactions with key management personnel 
 
The total amounts for Directors' remuneration were as follows: 
 
 Emoluments  - salaries, bonuses and taxable benefits  343  332  
             - fees                                    66   77   
                                                       409  409  
 
 
409 
 
409 
 
Directors' Emoluments 
 
                       BasicsalaryUS$000  FeesUS$000  BonusUS$000  TerminationpaymentsUS$000  BenefitsUS$000  2017TotalUS$000  2016TotalUS$000  
 Executive                                                                                                                                      
 Ed Comins             310                -           -            -                          33              343              332              
 Non-executive                                                                                                                                  
 Denham Eke*           -                  26          -            -                          -               26               30               
 Nigel Caine*          -                  21          -            -                          -               21               24               
 Sir James Mellon      -                  19          -            -                          -               19               23               
 Aggregate emoluments  310                66          -            -                          33              409              409              
 
 
* Paid to Burnbrae Limited. 
 
14,000,000 share options were issued to Ed Comins (see note 17), during the
previous financial year. 
 
21  Financial risk management 
 
Capital structure 
 
The Group's capital structure is as follows: 
 
 Cash and cash equivalents  15,072   6,445    
 Loans and similar income   (500)    -        
 Net funds                  14,572   6,445    
 Shareholders' equity       (1,939)  (1,932)  
 Capital employed           12,633   4,513    
 
 
Capital employed 
 
12,633 
 
4,513 
 
The Group's principal financial instruments comprise cash and cash
equivalents, trade receivables and payables that arise directly from its
operations. 
 
The main purpose of these financial instruments is to finance the Group's
operations. The existence of the financial instruments exposes the Group to a
number of financial risks, which are described in more detail below. 
 
The principal risks which the Group is exposed to relate to liquidity risks,
credit risks and foreign exchange risks. 
 
Liquidity risks 
 
Liquidity risk is the risk that the Group will be unable to meet its financial
obligations as they fall due. 
 
The Group's objective is to maintain continuity of funding through trading and
share issues but to also retain flexibility through the use of short-term
loans if required. 
 
Management controls and monitors the Group's cash flow on a regular basis,
including forecasting future cash flow. Banking facilities are kept under
review to ensure they meet the Group's requirements. Funds equivalent to
customer balances are held in designated bank accounts where applicable to
ensure that Isle of Man Gambling Supervision Commission player protection
principles are met. The Directors anticipate that the business will continue
to generate sufficient cash flow in the forthcoming period to meet its
financial obligations. 
 
The following are the contractual maturities of financial liabilities: 
 
2017 
 
Financial liabilities 
 
 Trade creditors                    18,439  (18,439)  (18,439)  -  -      
 Income tax and national insurance  31      (31)      (31)      -  -      
 Other creditors and loans          665     (665)     (165)     -  (500)  
                                    19,135  (19,135)  (18,635)  -  (500)  
 
 
19,135 
 
(19,135) 
 
(18,635) 
 
- 
 
(500) 
 
2016 
 
Financial liabilities 
 
                                    Carrying amount US$000  Contractual cash flowUS$000  6 months or less US$000  Up to 1 year US$000  1-5 years US$000  
 Trade creditors                    9,724                   (9,724)                      (9,724)                  -                    -                 
 Income tax and national insurance  52                      (52)                         (52)                     -                    -                 
 Other creditors and loans          35                      (35)                         (35)                     -                    -                 
                                    9,811                   (9,811)                      (9,811)                  -                    -                 
 
 
Credit risk 
 
Credit risk is the risk that one party to a financial instrument will cause a
financial loss for the other party by failing to discharge an obligation. 
 
Classes of financial assets - carrying amounts 
 
 Cash and cash equivalents    15,072  6,445   
 Bonds and deposits           2,966   2,604   
 Trade and other receivables  2,952   2,551   
                              20,990  11,600  
 
 
20,990 
 
11,600 
 
Generally, the maximum credit risk exposure of financial assets is the
carrying amount of the financial assets as shown on the face of the balance
sheet (or in the notes to the financial statements). Credit risk, therefore,
is only disclosed in circumstances where the maximum potential loss differs
significantly from the financial asset's carrying amount. 
 
The maximum exposure to credit risks for receivables in any business segment: 
 
 Pari-mutuel  2,950  2,549  
              2,950  2,549  
 
 
2,950 
 
2,549 
 
Of the above receivables, US$2,275,000 (2016: US$1,546,000) relates to amounts
owed from racing tracks. These receivables are actively monitored to avoid
significant concentration of credit risk and the Directors consider there to
be no significant concentration of credit risk. 
 
The Directors consider that all the above financial assets that are not
impaired for each of the reporting dates under review are of good credit
quality. No amounts were considered past due at the year-end (2016: US$Nil). 
 
The credit risk for liquid funds and other short-term financial assets is
considered negligible, since the counterparties are reputable banks with
high-quality external credit ratings. 
 
Interest rate risk 
 
The Group finances its operations mainly through capital with limited levels
of borrowings. Cash at bank and in hand earns negligible interest at floating
rates, based principally on short-term interbank rates. 
 
Any movement in interest rates would not be considered to have any significant
impact on net assets at the balance sheet date. 
 
Foreign currency risks 
 
The Group operates internationally and is subject to transactional foreign
currency exposures, primarily with respect to Pounds Sterling, Hong Kong
Dollars and Euros. 
 
The Group does not actively manage the exposures but regularly monitors the
Group's currency position and exchange rate movements and makes decisions as
appropriate. 
 
At the reporting date the Group had the following exposure: 
 
 2017                 HKD  US$000  GBP US$000  EUR US$000  USD US$000  Total US$000  
 Current assets       8,734        164         7,752       4,356       21,006        
 Current liabilities  (8,629)      (145)       (6,976)     (3,634)     (19,384)      
 Short-term exposure  105          19          776         722         1,622         
 
 
(8,629) 
 
(145) 
 
(6,976) 
 
(3,634) 
 
(19,384) 
 
Short-term exposure 
 
105 
 
19 
 
776 
 
722 
 
1,622 
 
 2016                 HKD      GBP      EUR      USD      Total     
                      US$000   US$000   US$000   US$000   US$000    
 Current assets       4,673    464      2,106    4,372    11,615    
 Current liabilities  (5,099)  (389)    (1,824)  (2,749)  (10,061)  
 Short-term exposure  (426)    75       282      1,623    1,554     
 
 
The following table illustrates the sensitivity of the net result for the year
and equity in regards to the Group's financial assets and financial
liabilities and the US Dollar-Sterling exchange rate, US Dollar-Euro exchange
rate and US Dollar-Hong Kong Dollar exchange rate. 
 
A 5% weakening of the US Dollar against the following currencies at 31 May
2017 would have increased/(decreased) equity and profit and loss by the
amounts shown below: 
 
 Current assets       8    388    436    832    
 Current liabilities  (7)  (349)  (431)  (787)  
 Net assets           1    39     5      45     
                                                  
 
 
5 
 
45 
 
 Current assets       23    105   234    362    
 Current liabilities  (20)  (91)  (255)  (366)  
 Net assets           3     14    (21)   (4)    
 
 
Net assets 
 
3 
 
14 
 
(21) 
 
(4) 
 
A 5% strengthening of the US Dollar against the above currencies would have
had the equal but opposite effect on the above currencies to the amounts shown
above on the basis that all other variables remain constant. 
 
22  Controlling party and ultimate controlling party 
 
The Directors consider the ultimate controlling party to be Burnbrae Limited
and its beneficial owner Jim Mellon by virtue of their combined shareholding
of 63.10%. 
 
23  Subsequent events 
 
To the knowledge of the Directors, there have been no material events since
the end of the reporting period that require disclosure in the accounts. 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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