2015  
Annual report 
and financial 
statements
TLA Worldwide PLC  |  Year ended 31 December 2015 Front cover image: DeMarco Murray 
Annual report and financial statements 
year ended 31 December 2015
©TLA Worldwide Plc  |  www.tlaworldwide.com 201 5 ANNUAL RE POR T AND FINANCIAL S TATE ME NTS
Contents
Financial Highlights 4–7
Operational Highlights 8–15
Chairman’s Statement 16–17
Chief Executive’s Review 18–19
Chief Financial Officer’s Review 20–23
Board of Directors 24–25
Directors’ Report 26–27
Directors’ Remuneration Report 28–31
Corporate Governance Report 32–35
Directors’ Responsibilities Statement 36
Independent Auditor’s Report to the Members of TLA Worldwide PLC 37–38
Group Income Statement 39
Group Statement of Comprehensive Income 40
Group Balance Sheet 41
Group Statement of Changes in Equity  42
Group Statement of Cash Flows  43
Principal Accounting Policies  44–52
Notes to the Consolidated Financial Statements  53–74
Company Balance Sheet 75
Notes To The Parent Company Financial Statements  76–79
Notice of Annual General Meeting 80–82
Shareholder Information  83 S TR ATE GIC RE POR T
Financial  
Highlights
114% to  
$44.4 million
Revenue growth of
$20.8 million
Organic revenue growth of
22%
2014
2014
2015
1.  Headline EBITDA is defined as statutory operating profit adjusted to add back depreciation, amortisation of acquired intangible assets and any acquisition related charges, 
share-based payment charges and exceptional items. 
2. Headline EBITDA after bank interest and depreciation.
3.  Headline earnings per share is defined as headline profit for the year divided by the weighted average number of ordinary shares in issue during the year. Headline profit for the 
year is defined as profit for the year adjusted to add back amortisation of acquired intangible assets and any other acquisition related charges, share based payment charges, 
fair value movement on financial derivatives, unwinding of discount on deferred consideration and exceptional items.
22%
12%
$44.4 million
2015
TLA Worldwide PLC / Annual Report 2015    
4 49% to  
$13.4 million
(2014: $9.0 million)
EBITDA
1 
increased
10%
Organic EBITDA growth of
(2014: 24%)
Profit before tax
2
 increased
(2014: $8.6 million)
45% to  
$12.5 million
35% to  
6.43 cents
Diluted EPS
3
 growth of
(2014: 4.76 cents)
MARCUS STROMAN
5 $4.4 million
Operating profit increased to
(2014: $1.7 million)
 an increase of
159%
Profit before tax increased to
(2014: $0.4 million)
$2.8 million
an increase of
572%
LPS/EPS of
(2014: $0.01 cents)
$(0.07) cents
making a full year 2015 dividend of 1.0 pence
an increase of 25%
(2014: 0.8 pence)
Net debt as at 31 December 2015 was
0.8 pence per share
Proposed final dividend of
(2014: $6.6 million)
$16.4 million
TLA Worldwide PLC / Annual Report 2015    
6 DEMARCO MURRAY
7 Sports Marketing revenue grew 
$7.7 million
283% to  
$29.3 million
Organic operating income
4
 was
$11.6 million,  
growth of 51%
S TR ATE GIC RE POR T
Operational 
Highlights
4. Operating income is equal to gross profit in the income statement.
2014 2015
$29.3 million
51%
TLA Worldwide PLC / Annual Report 2015    
8 In July 2015, delivered the first International 
Champions Cup (ICC) pre-season tournament 
in Australia with 225,000 spectators 
attending three soccer games at the MCG 
featuring Manchester City, Real Madrid  
and AS Roma
Concluded a three-year extension with the 
State Government of Victoria to continue to 
host the Australian leg of the International 
Champions Cup until 2018, following the 
2015 success
REAL MADRID AT THE ICC TOURNAMENT
9 Tottenham Hotspur, Atletico Madrid 
and Juventus to play in the 2016 
International Champions Cup 
tournament
Opening match of 2016 American  
College Football Championships  
to be played in Australia
New Zealand All Blacks v Irish National 
team at Chicago's iconic Soldier Field
EMMA MCKEON
Built out the events portfolio 
with 5 major events secured 
for 2016 (2015: 3) including: 
TLA Worldwide PLC / Annual Report 2015    
10 Delivered successfully 
on TLA's contract as the 
master licensor for the 
Rugby World Cup 2015  
in England, winning the  
UK Licensing award
2015 RUGBY WORLD CUP © SEBASTIAN1906
11 CARLOS CORREA
TLA Worldwide PLC / Annual Report 2015    
12 Baseball Representation  
revenue up
contracts negotiated in 2015 
Major League Baseball (MLB) clients 
baseball players were added to TLA's client 
list in 2015 bringing the total baseball 
client list to 289
(2014: $13.2 million)
(2014: 83)
22
15% to $15.1 million
up 13%, now 94 clients
$174 million 
(2014: 267)
(2014: $194 million)
13 MLB American League 
rookie of the year
Number 1 NFL draft pick  
and league rookie of the  
year runner up
Number 2 MLB draft pick
Reigning US Amateur  
and NCAA Golf Champion
Various other first round  
draft picks in AFL, MLB  
and NBA
Client wins across  
the Group include: 
EVENT SUPPORT FOR ADIDAS
TLA Worldwide PLC / Annual Report 2015    
14 With the acquisition of ESP, total client base  
rose by 69% to 801. At year end, this increased  
by an organic 10% to 884.
Acquired Elite Sports Properties 
(“ESP”), an Australian and  
UK sports marketing agency,  
in March 2015: performance  
in line with expectations
69% increase to 801
     SIR CHRIS HOY
ESP added over 300 clients including 
sports stars Sir Chris Hoy and Becky 
Adlington; and gained the Cricket 
World Cup 2015 and Rugby World Cup 
2015 as clients.
69%
15 “The year has been transformational for the Group as we continued 
to grow organically and successfully integrated ESP , increasing our 
client base by 86% to a total of 801 on its acquisition. Both, the 
Baseball Representation and Sports Marketing businesses grew 
revenues and continued to sign up quality clients, with total clients 
at the year-end having increased to 884. 
Looking ahead, the momentum achieved in 2015 has continued 
into the new year. The events programme has increased to five 
compared to three in 2015, and we have added two new agents 
to the Baseball Representation business which will contribute to 
the future growth of this business. The Board believes that the 
fundamentals of our businesses remain solid and as a result we 
look forward with optimism.” 
Bart Campbell, 
Executive Group 
Chairman of TLA 
11 April 2016 
S TR ATE GIC RE POR T
Chairman’s  
Statement
AARON FINCH WITH DJ GRANT SMILIE
AUSTRALIA CELEBRATE WINNING 2015 ICC CRICKET WORLD CUP
16
TLA Worldwide PLC / Annual Report 2015     OVERVIEW AND  
PRINCIPAL ACTIVITY
The Group delivered strong growth in revenue 
and operating income in 2015 across all seg -
ments, which saw an increase in Group revenue 
of 114% to $44.4 million and Group operating 
income of 68% to $35.0 million, with Headline 
EBITDA of $13.4 million for the pe-
riod, an increase of 49%. Excluding 
acquisitions, revenue, operating 
income and Headline EBITDA grew 
organically by 22%, 22% and 10% 
respectively.
The Group has continued to 
focus on its strategy of delivering 
organic growth from the underlying 
business, coupled with selective 
acquisitions designed to increase 
the geographic and business 
spread of TLA’s services. This has 
seen TLA expand significantly into 
the Australian and UK markets, 
initially through securing the first 
International Champions Cup soccer 
tournament in Melbourne played in 
July 2015 and then by the purchase 
of ESP in March 2015 (subsequently 
rebranded into TLA Australia and TLA UK).
ESP has broadened the Group’s reach and 
services. The acquisition has significantly in-
creased the number of employees and its client 
base, to 158 and 884 respectively at the year-
end (2014: 70 and 474 respectively). TLA’s first 
International Champions Cup had 225,000 fans 
attend the event, held at the Melbourne Cricket 
Ground, July 2015. The tournament was played 
over three matches with Real Madrid, overall 
winners over Manchester City and AS Roma. The 
2016 event is in full preparation with Atlético 
Madrid, Juventus and Tottenham Hotspur coming 
to Australia in July 2016.
With the acquisition of ESP, the Group 
completed its rebrand to TLA and finalised the 
integration of operations along with the use of 
the TLA brand across the Group in Australia, the 
UK and USA. This has allowed TLA to provide a 
seamless service to its clients across the Group’s 
geographies, with the greater scale and co-or-
dination of the Group further highlighting TLA’s 
visibility in the marketplace. 
OUTLOOK
Trading so far in 2016 is in line with the Board’s 
expectations and TLA continue to see good mo-
mentum in the business, including an increase in 
TLA’s events programme in 2016. The fundamen-
tal business drivers in the sports marketing and 
athlete representation industry remain strong 
and baseball continues to enjoy excellent for-
ward visibility with a further $174 million of con-
tracts negotiated in 2015. As a result, the Board 
looks to the future with confidence. 
86%
Increase of client base
801
Clients increased to
884
by year-end 2015
Looking ahead, the momentum achieved in 2015 
has continued into the new year. The events 
programme has increased to five compared 
to three in 2015, and we have added two new 
agents to the Baseball Representation business 
which will contribute to the future growth 
of this business. The Board believes that the 
fundamentals of our businesses remain solid  
and as a result we look forward with optimism.
17 SPORTS MARKETING 
The Sports Marketing division had a strong year 
with revenue increasing 283% to $29.3 million 
(2014 $7.7 million) and Headline EBITDA increas -
ing by 116% to $9.8 million from $4.6 million in 
2014. Operating income increased to $21.2 million 
(2014: $7.7 million), growth of 175% year over 
year. Its client base grew by 11% to 595 (2014: 534, 
excluding the acquisition of ESP). Organic operat-
ing income growth was 51% to $11.6 million (2014: 
$7.7 million) and Headline EBITDA grew 38% to 
$6.3 million (2014: $4.6 million). 
In 2015 TLA ran and delivered three 
events: the first International Champions Cup 
in Australia, the USA v Canada Ice Hockey 
tour of Australia and the USA v Australia 
Rugby test match in Chicago. In addition 
TLA was successfully able to develop its 
portfolio for 2016 by securing an expand-
ed roster of events for this calendar year: 
The USA Sports Marketing business continues 
to grow with its client base increasing from 207 
to 228. There was growth across all segments of 
the US business, including pleasing progress in 
the rights sales business that the Group estab-
lished the last quarter of 2014 and the media 
advisory business launched earlier in that year.
ELITE SPORTS PROPERTIES
TLA acquired the business and assets of ESP, 
an Australian and UK based sports marketing 
business, for up to $19.5 million in March 2015. 
This is part of the Group's strategy to enhance its 
organic growth prospects with selective acquisi-
tions that complement TLA’s current activities. 
The seamless integration of ESP has diversified 
TLA’s offer and expanded its reach in regions 
such as Australia and the UK. 
ESP is reported within the Sports Marketing 
division. The acquisition increased TLA’s client 
base by 327 at acquisition and added key cli-
ents such as the Australian Football League, 
the National Australia Bank, Cricket Australia, 
Adidas, Rugby World Cup 2015 and a great roster 
of high quality athletes in the UK and Australia.
BASEBALL REPRESENTATION
Revenue increased by 15% to $15.1 million and 
Headline EBITDA for the year was $6.9 million 
(2014: $7.4 million). Operating income was $13.8 
million (2014: $13.1 million). The cost base in this 
business increased as TLA invested in agents 
and developed a pipeline of clients as the Group 
continue to build the long term future of the 
business. These development costs have been 
expensed in the period. 
TLA negotiated $174 million worth of con-
tracts for player-clients during 2015 (2014: $194 
million). The reduction reflects the fact that 
fewer players in our portfolio came off contract 
in 2015. On a four-year cycle, since 2012, TLA has 
secured over $700 million worth of contracts for 
clients, giving Baseball Representation excellent 
 First ever Aviva Premiership Rugby match on US soil 
when London Irish played Saracens in March 2016;
 Tottenham Hotspur, Atlético Madrid and Juventus 
to play in the 2016 International Champions Cup 
tournament in Australia in July 2016. For the first 
tournament TLA partnered with the State Government 
of Victoria and following the success of this event the 
partnership with the State Government of Victoria has 
been extended to 2018; 
 Sydney to host opening match of 2016 American College 
Football season in August 2016, the first time an opening 
match has been played outside the USA;
 2016 Ice Hockey Classic across Australia in June 2016; 
and
 New Zealand All Blacks against the Irish National Rugby 
Union team at Chicago's Soldier Field in November 2016
Michael Principe
Group Chief Executive 
11 April 2016 
S TR ATE GIC RE POR T
Chief Executive’s  
Review
18
TLA Worldwide PLC / Annual Report 2015     CARL CRAWFORD
forward revenue visibility and predict-
ability of earnings in this division over the 
short to medium term. 
22 additional baseball players were 
added to TLA’s client list in 2015 bringing 
the total baseball client list to 289 (2014: 
267). The two recently recruited senior 
agents, mentioned previously, are expect-
ed to add additional high quality clients 
during 2016 and thereafter. 
TLA now represents 94 MLB clients (2014: 
83) and 195 Minor League baseball (MiLB) clients 
(2014: 184), with 17 MiLB clients moving up to 
the majors and several older clients retiring. The 
players called up to an MLB roster is the start 
point from which their initial three-year service 
period starts. At the expiry of this period they 
become eligible for market-related salaries via 
arbitration which TLA assist them to negotiate 
their salaries in return for fees. TLA’s client base 
continues to mature with 6 clients (2014: 3) mov -
ing into arbitration for 2016.
PEOPLE
TLA’s staff are the core of the business and this 
is an area of continued focus for the Group. TLA 
have further built out the teams in the divisions 
the Group started organically, including the 
events, sponsorship and consulting businesses. 
TLA Australia has been invaluable in the delivery 
of the Group’s events programme. 
TLA UK won the UK licensing Award for their 
excellent delivery of the master licensing pro-
gramme for the Rugby World Cup, 2015.
Pleasingly in the US this year, the Group was 
short listed for the prestigious Sports Business 
Journal Awards top five list of “Best in Talent 
Representation Agency” in the United States. This 
is a credit to TLA’s people who had an excellent 
year in representing both their clients and TLA.
Post-period end, TLA hired two MLB agents 
to join the Baseball Representation division. 
Management are delighted that they have joined 
TLA and we expect their established client lists 
to follow them to TLA.
19 This review covers the year ended 31 December 2015.  
For this year the Group reported a statutory profit before tax  
of $2.8 million (2014: profit of $0.4 million). The performance  
at the operating level, before interest, tax, depreciation, 
amortisation and exceptional charges showed a Headline  
EBITDA of $13.4 million (2014: $9.0 million). 
Group Headline EBITDA margin reduced by 5 percentage  
points to 38%. As stated in the interim results announcement,  
this was due to TLA Australia, formerly ESPs Australian  
business, having lower a margin at 33%.
Headline diluted earnings per share increased by 29% to 
6.34 cents from 4.76 cents, after taking into account the 
issue of 13.2 million shares under the Groups LTIP.
HEADLINE RESULTS
Year ended 
31 December 2015
($000)
Year ended 
31 December 2014
($000)
%
Change
Revenue 44,440 20,816 +113.5
Gross profit 35,001 20,791 +68.3
Headline EBITDA 13,432 9,021 +48.9
Headline EBITDA margin
1
38.4% 43.3% -5.1pp
Headline profit before tax 12,483 8,567 +45.2
Headline diluted earnings per share (cents) 6.34 4.76 +35.1
1  
Headline EBITDA over gross profit, which the group defines as its  
operating income
S TR ATE GIC RE POR T
Chief Financial  
Officer’s Review
Donald Malter
Group Chief  
Financial Officer 
11 April 2016 
RALLY AUSTRALIA
20
TLA Worldwide PLC / Annual Report 2015     STATUTORY RESULTS
Year ended  
31 December 2015
($000)
Year ended  
31 December 2014
($000)
%
Change
Revenue 44,440 20,816 +113.5
Operating profit 4,411 1,704 +158.9
Statutory profit before tax 2,817 419 +572.3
Statutory diluted earnings per share (cents) (0.07) 0.01 -800.0
TLA segments its operations into Baseball Representation and Sports Marketing as follows:
Year ended 
31 December 2015
Baseball 
Representation
($000)
Sports 
Marketing
($000)
Unallocated
($000)
Total
($000)
Revenues 15,103 29,337 – 44,440
Cost of sales (1,348) (8,091) – (9,439)
Gross profit 13,755 21,246 – 35,001
 Operating expenses excluding depreciation, 
amortisation, share-based payments and 
exceptional items
(6,925) (11,404) (3,240) (21,569)
Headline EBITDA 6,830 9,842 (3,240) 13,432
Amortisation of intangibles arising on acquisition (3,532) (2,160) – (5,692)
Deprecation (10) (84) (51) (145)
Exceptional items and acquisition related costs 1,685 (656) (805) 225
Share-based payment – – (3,409) (3,409)
Operating profit/(loss) 4,973 6,942 (7,504) 4,411
Finance costs (1,594)
Profit before tax 2,817
Tax (2,496)
Profit for the year 321
Year ended 
31 December 2014
Baseball 
Representation
($000)
Sports 
Marketing
($000)
Unallocated
($000)
Total
($000)
 Revenues 13,155 7,661 – 20,816
 Cost of sales (25) – – (25)
 Gross profit 13,130 7,661 – 20,791
  Operating expenses excluding depreciation, 
amortisation and exceptional items
(5,725) (3,096) (2,949) (11,770)
 Headline EBITDA 7,405 4,565 (2,949) 9,021
 Amortisation of intangibles arising on acquisition (3,477) (1,207) – (4,684)
 Deprecation (10) (3) (47) (60)
 Exceptional items and acquisition related costs (184) (250) (717) (1,151)
Share based payment – – (1,422) (1,422)
 Operating profit/(loss) 3,734 3,105 (5,135) 1,704
 Finance costs (1,285)
 Profit before tax 419
 Tax (402)
 Profit for the year 17
21 DIVISIONAL PERFORMANCE
Baseball Representation
Trading for the year ended 31 December 2015 
saw $15.1 million of revenue, a Headline EBITDA 
of $6.8 million, which was impacted by invest -
ment into agents and our portfolio of clients. 
Operating income increased by 5% and statutory 
operating profit of $5.0 million.
Sports Marketing
Trading for the year ended 31 December 2015 
showed revenue of $29.3 million, Headline 
EBITDA of $9.8 million and operating profit of 
$6.9 million. Reported revenues include third 
party costs, mainly relating to the acquired 
merchandise business within ESP. Operating in-
come grew by 177% to $21.2 million. Excluding 
the acquisition, operating income increased by 
50.9%, which reflects the delivery of our new 
events during 2015, including the International 
Champions Cup, in Australia. This was strong 
growth despite the weakening of the Australian 
dollar against the US dollar, which had a foreign 
exchange impact to Sports Marketing’s overall 
performance. Headline EBITDA margin, excluding 
acquisitions, was 54.5%. 
CASH FLOW AND BANKING 
ARRANGEMENTS
Cash balances as at 31 December 2015 were 
$6.3 million (2014: $5.9 million) and net debt 
of $16.4 million (2014: $6.6m). The increase in 
the Group’s debt is due to the cash element of 
the ESP acquisition and integration costs. Cash 
generated from operating activities for the year 
ended 31 December 2015 was $2.0 million (2014: 
$3.0 million).
During the year, TLA secured a new 5 year 
$35 million banking facility. The Group is now 
funded by a term loan of $18.4 million and a re-
volver facility of $15 million of which $4.7 million 
was drawn as at 31 December 2015 (2014: $6.6 
million).
Cash earn-outs payments due for 2015 per -
formance and payable in 2016 total $1.6 million. 
$10.7 million of performance related deferred 
consideration remains payable subject to the 
achievement of certain EBIT targets.
DIVIDENDS
The board proposes a final dividend of 0.8 pence 
per share, giving a total dividend for the year of 
1.0 pence, (2014: 0.8 pence), taking into account 
TLA’s interim dividend of 0.2 pence. The dividend 
will be payable on 8 July 2016 and the ex-divi-
dend date is 26 May 2016.
2015
$000
2014
$000
%
Change
Revenue 15,103 13,155 +14.8
Headline EBITDA 6,830 7,405 -7.8
Headline EBITDA Margin
1
45.2% 56.3% -11.1pp
Operating profit 4,973 3,734 +33.2
2015
$000
2014
$000
%
Change
Revenues 29,337 7,661 +282.9
Headline EBITDA 9,842 4,565 +115.6
Headline EBITDA Margin
1
46.3% 59.6% -13.3pp
Operating profit 6,942 3,105 +123.6
LOLO JONES
22
TLA Worldwide PLC / Annual Report 2015     KEY PERFORMANCE INDICATORS (“KPIS”)
The Group manages its operational performance using a number of KPIs. The most important of 
these are: 
KPI
Year ended  
31 December 2015
Year ended  
31 December 2014
Headline EBITDA $13.4 million $9.0 million
Headline EBITDA Margin 43% 43%
Profit before tax $2.8 million $0.4 million
Off-season contracts negotiated $146 million $194 million
Number of net new client wins 79 49
Debtor collection days 60 days 63 days
PRINCIPAL RISKS AND UNCERTAINIES
The management of the Group and the execution 
of the Group’s strategies are subject to a num-
ber of risks. The key business risks affecting the 
Group are shown below.
Risk management
The significant risks that the Group faces have 
been considered and policies have been imple-
mented to best deal with each risk. The four 
most significant risks are considered to be liquid-
ity, finance cost risk, customer relationship risk 
and management risk.
Liquidity risk
The year-end net debt was $16.4 million (2014: 
$6.6 million) which consisted of cash of $6.3 
million (2014: $5.9 million) less $18.4 million of 
interest bearing loans and a $4.7 million revolver 
(2014: $6.0 million of interest bearing loans and 
$6.6 million of revolver). The Group revolving 
facility is for a total of $15.0 million. The Group’s 
cash and net debt position is continually moni-
tored. The Group entered into a new five-year 
facility with Sun Trust of $35 million comprising 
$20 million of term loan and $15 million revolv -
ing credit facility. The new facility matures on 4 
March 2020. Further details are given in note 15 
to the financial statements.
Finance risk cost
The Group pays finance costs on its bank facili-
ties. These facilities finance costs are a variable 
cost linked to LIBOR plus a margin. Interest rates 
are managed through an interest rate swap. The 
average interest rate on the facilities for the 
Group in 2015 was 2.8% (2014: 4.5%).
Customer relationships risk
The Group has commercial relationships with 
884 clients. Attrition rates are low and rela-
tionships are strong. In the case of baseball 
contracts, any revenues negotiated by the Group 
survive the termination of relationship with a 
client. No client accounts for more than 5% of 
revenue (2014: 6%).
Management risk
It’s likely that changes to members of the senior 
management team would impact on the Group’s 
ability to perform to the expectations within its 
strategy. The Board ensures that the manage-
ment team is appropriately rewarded for its ef-
forts and that succession planning is considered. 
In the case of vendor management, they are 
incentivised through the ability to achieve future 
earn out payments.
TLA acquired the business and assets of 
ESP, an Australian and UK based sports 
marketing business, for up to $19.5 
million in March 2015. 
23 S TR ATE GIC RE POR T
Board of  
Directors
  JIM FURYK
Bart Campbell
Group Executive Chairman − 45
From 2009 until May 2013, Bart was the Group COO 
of Chime Communications plc (“Chime”) sports 
division, called CSM Sport & Entertainment 
which has 670+ staff, in 15 offices across 13 
countries and is the fourth largest sports mar-
keting agency globally. He was a member of 
the executive board of Chime. Prior to that he 
was Chief Executive of the sports marketing 
and management business Essentially Group 
plc (“Essentially”) which is part of Chime today, 
starting this role in 2006. Bart is also Chairman 
of the Melbourne Storm Rugby Club.
During his tenure as CEO of Essentially, Bart 
grew the business from 20 to 120 professionals 
with offices in London, Australia, South Africa, 
New Zealand, India and Japan. He is a former 
practicing sports and commercial lawyer, with a 
BA and LLB from Otago University in his native 
New Zealand. Bart was admitted to the bar in 
1994 before going on to complete a Masters 
in Commercial Law (Hons) from Auckland 
University in 1999. He successfully completed 
the Advanced Management Program at Harvard 
Business School in 2010.
Michael Principe
Chief Executive − 45
As the Chief Executive of TLA, Mike brings nearly 
15 years of experience in sports and entertain-
ment industry to his position. Most recently, 
Mike served as the Managing Director of Blue 
Entertainment Sports Television (“BEST”), an in-
dustry leader in sports marketing, management 
and production, which was recently acquired by 
Lagardère Unlimited, where he also served as 
the Chief Operating Officer for its parent compa-
ny, Blue Equity LLC.
Prior to joining BEST, he held various execu-
tive positions with SFX Sports Group Inc. (“SFX”), 
including serving as a member of its Executive 
Committee and that of Executive Vice President 
and as General Counsel. As one of the most ac-
complished executives and dealmakers in sports, 
Mike has participated in over 35 transactions 
with an aggregate value in excess of $600 mil-
lion. He is a member of the New York Bar and the 
Sports Lawyers Association. He has been named 
in the Sports Business Journal’s prestigious 
“Forty Under 40” list.
24
TLA Worldwide PLC / Annual Report 2014  Greg Genske
Executive Director − 44
Greg became CEO of Legacy in 2004. He has 
served as lead negotiator for the contracts 
signed by Legacy clients dating back to 2004. 
Greg has advised amateur athletes in the MLB 
and NFL drafts, including the first pick overall 
in the 2004 and 2008 MLB drafts. He has been 
named in the Sports Business Journal’s pres-
tigious “Forty Under 40” list. Prior to entering 
the sports industry, he practised with two lead-
ing national law firms as a trial attorney. Greg 
holds a bachelor’s degree from Pepperdine 
University and J.D. from Boalt Hall School of Law 
at University of California at Berkeley.
Donald Malter
Group Chief Financial Officer − 50
Donald was previously CFO (North America) 
for BMG Chrysalis since 2010, a joint venture 
between private equity firm, KKR and European 
media conglomerate, Bertelsmann. Prior to this 
he was CFO (North America) for Dimensional 
Music Publishing, LLC, a private equity backed 
music publishing house for 5 years. Don is an 
experienced financial veteran having worked in 
the media and entertainment industry for over 
20 years.
Keith Sadler
Senior Independent  
Non-Executive Director − 57
Keith was, until December 2014, chief financial 
officer of Dods (Group) PLC, a political commu-
nications business. He was formerly COO and 
Group finance director of WEARE 2020 plc. Prior 
to this he was chief executive and Group finance 
director of SPG Media Group plc, a marketing 
services business, Group finance director of The 
Wireless Group and two quoted regional newspa-
per publishers, News Communication and Media 
plc and Bristol United Press plc. Before this he 
was treasurer of Mirror Group Newspapers plc. 
Keith is a chartered accountant and holds an 
honours degree in economics from the University 
of Kent.
Ian Robinson
Non-Executive Director − 65
Ian is currently non–executive Chairman of 
Jaywing Plc, an AIM listed digital marketing 
and consulting business, a non-executive direc-
tor of Gusbourne Plc and an AIM listed English 
sparkling-wine business. He is non-executive 
Chairman of LT Pub Management Plc, a privately 
owned pub and leisure asset management busi-
ness. He is also a director of a number of other 
privately owned businesses.
Previously he was chief financial officer of 
Carlisle Group’s UK staffing and facilities services 
operations. He has held other senior financial ap-
pointments both in the UK and overseas. He is a 
Fellow of the Institute of Chartered Accountants 
in England & Wales, having trained with Peat, 
Marwick, Mitchell & Co (now KPMG) in London.
Andrew Pearson
Non-Executive Director − 57
Andrew is a chartered accountant and as a 
Senior Partner for 16 years, he formed and led 
KPMG’s Transaction Services business in the 
Midlands, building a multi-disciplined team of 
over 40 senior professionals supporting corpo-
rate, private equity and bank clients on every 
type of M&A transaction. Andrew currently is a 
Senior Partner in WayPoint Change LLP special-
ising in hands-on business turnaround and M&A 
projects for banks and private equity funds.
25 POLITICAL AND  
CHARITABLE DONATIONS
No political or charitable donations were made 
during the year (2014: $nil).
DIRECTORS’ INTERESTS
The present membership of the Board, together 
with biographies on each, is set out on pages 24 
and 25. All of these Directors served throughout 
the year. Directors’ interests in shares in the 
Company are set in the Directors’ remuneration 
report on pages 28 to 31.
DIRECTORS’ THIRD PARTY INDEMNITY 
PROVISIONS
The Group maintains appropriate insurance 
to cover Directors’ and officers’ liability. The 
Group provides an indemnity in respect of all the 
Group’s Directors. Neither the insurance nor the 
indemnity provides cover where the Director has 
acted fraudulently or dishonestly.
EMPLOYEES
The Group is an Equal Opportunities Employer 
and no job applicant or employee receives less 
favourable treatment on the grounds of age, sex, 
marital status, sexual orientation race, colour, 
religion or belief.
It is the policy of the Group that individuals 
with disabilities, whether registered or not 
should receive full and fair consideration for all 
job vacancies for which they are suitable appli-
cants. Employees who become disabled during 
their working life will be retained in employment 
whenever possible and will be given help with 
any rehabilitation and retraining.
GOING CONCERN
The Directors have reviewed forecasts for the 
years ending 31 December 2016 and 31 December 
2017 and at the time of approving the financial 
statements, the Directors have a reasonable ex-
pectation that the Company and the Group have 
adequate resources to continue in operational 
existence for the foreseeable future. Thus they 
continue to adopt the going concern basis of ac-
counting in preparing the financial statements. 
See page 44 for more detail. 
HEALTH AND SAFETY
The Group is committed to maintaining a safe 
and healthy working environment for all staff. 
To that end it provides appropriate training and 
supervision.
SUPPLIER PAYMENT POLICY 
It is the Group’s policy and practice to settle its 
suppliers accounts on due dates according to 
agreed terms of credit. The creditor days across 
the Group for the year were 38 days (2014: 
41 days). The Group has $2.4 million of trade 
payables as at 31 December 2015 (2014: $2.3 
million).
SHARE CAPITAL STRUCTURE
Details of the Company’s share capital are set 
out in note 19 of the financial statements.
The Company has one class of ordinary 
shares which carry no right to fixed income. Each 
share carries the right to one vote at general 
meetings of the Company. There are no restric-
tions on the transfer of ordinary shares in the 
capital of the Company other than the customary 
restrictions contained in the Company’s Articles 
The Directors present their report together with the financial 
statements for the year ended 31 December 2015. 
Directors’ 
Report
Dwight Mighty
Company Secretary 
11 April 2016 
26
TLA Worldwide PLC / Annual Report 2015     of Association and certain restric-
tions, which may be required from 
time to time by law, for example, 
insider trading laws. In accordance 
with the Model code which forms 
part of the Listing Rules of the 
Financial Services Authority cer-
tain Directors and employees are 
required to seek approval of the 
Company to deal in its shares.
The Company is not aware of 
any agreements between shareholders that may 
result in restrictions on the transfer of securities 
and/or voting rights. The Company’s Articles of 
Association contain limited restrictions on the 
exercise of voting rights.
With regard to the appointment and replace-
ment of Directors, the Company is governed by 
its Articles of Association, the Companies Act and 
related legislation. The Articles themselves may 
be amended by special resolution at a general 
annual meeting of shareholders. The powers of 
the Directors are described in the Main Board 
Terms of Reference, copies of which are available 
on request. 
FINANCIAL INSTRUMENTS
Details of the financial risk management objec-
tives and policies of the Group, including hedging 
policies, are given in note 26 to the consolidated 
financial statements.
 
Your attention is drawn to  
the Notice of Meeting enclosed 
within this Annual Report, 
which set out the resolutions 
to be proposed at the 
forthcoming Annual  
General Meeting.
SUBSTANTIAL SHAREHOLDINGS 
At the date of this report the Company has been 
notified, in accordance with the Disclosure and 
Transparency Rules, of the following voting 
rights as a shareholder of the Company which 
had disclosable interests of 3% or more of the 
nominal value of TLA Worldwide plc’s ordinary 
shares of 2p each. See table below.
CORPORATE AND SOCIAL 
RESPONSIBILITY
The Board recognises the growing awareness of 
social, environmental and ethical matters and 
it endeavours to take account of the interest of 
the Group’s stakeholders when operating the 
business.
ANNUAL GENERAL MEETING
Your attention is drawn to the Notice of Meeting 
enclosed within this Annual Report, which set 
out the resolutions to be proposed at the forth-
coming Annual General Meeting.
AUDITOR
Each of the Directors at the date of the approval 
of this Annual Report confirms that:
� So far as the director is aware, there is no 
relevant audit information of which the 
Company’s auditor is unaware; and
 � The director has taken all the steps that he 
ought to have taken as a director to make 
himself aware of any relevant audit infor-
mation and to establish that the Company’s 
auditor is aware of that information.
This conformation is given and should be inter-
preted on accordance with the provision of s418 
of the Companies Act 2006.
The auditor, Deloitte LLP has indicated its 
willingness to remain in office. A resolution that 
they be re-appointed will be proposed at the 
Annual General Meeting.
By order of the Board.
SUBSTANTIAL SHAREHOLDINGS
Shareholder Shares Equity %
Living Bridge 17,880,952 12.51%
Strand Associates 16,871,739 11.80%
Nigel Wray 12,160,000 8.51%
Octopus Investments 8,870,030 6.20%
Michael Principe 7,117,567 4.98%
Bart Campbell 6,469,120 4.53%
Amati Global Investors 6,056,000 4.24%
Scott Parker 4,493,208 3.14%
Dwight Mighty 4,347,734 3.04%
During the period between 1 January 2015 and 11 April 2016 the Company 
did not receive any notifications under chapter 5 of the Disclosure and 
Transparency Rules. 
27 THE REMUNERATION COMMITTEE
The Remuneration Committee is comprised of
 � Ian Robinson (Chairman)
 � Keith Sadler 
 � Bart Campbell
The Remuneration Committee is not comprised 
of entirely independent non-executive Directors. 
Ian Robinson, whom is affiliated to a major 
shareholder, and Bart Campbell, due to his po-
sition as Executive Chairman, his shareholding in 
the Company and his influence in its formation, 
are not independent under the UK corporate 
governance Code. The Board does consider them 
to act independently as regards remuneration 
issues.
The committee met twice during the year.
The Company Secretary is the secretary to 
the committee.
The committee seeks input from the Chief 
Executive Officer and the Company Secretary. 
The committee makes reference to external 
evidence of pay and employment conditions in 
other companies and is free to seek advice from 
external advisers.
REMUNERATION POLICY
The Group’s policy on remuneration for the 
current year and, so far as is practicable for 
subsequent years, is set out below. However, the 
Remuneration Committee believes that it should 
retain the flexibility to adjust the remuneration 
policy in accordance with the changing needs of 
the business. Any changes in the policy in sub-
sequent years will be detailed in future reports 
on remuneration. The Group must ensure that its 
remuneration arrangements attract and retain 
people of the right calibre in order to ensure 
corporate success and to enhance shareholder 
value. Its overall approach is to attract, develop, 
motivate and retain talented people at all levels, 
by paying competitive salaries and benefits to all 
staff and encouraging its staff to hold shares in 
the group. Pay levels are set to take account of 
contribution and individual performance, wage 
levels elsewhere in the Group and with reference 
to relevant market information. The Group seeks 
to reward its employees fairly and give them the 
opportunity to increase their earnings by linking 
pay to achieving business and individual targets.
As an AIM listed Company, the Company is not required to comply 
with Schedule 8 of the Companies Act. However, in accordance 
with AIM notice 36 the Company has provided, on page 29, the 
necessary disclosure of the Directors’ remuneration earned in 
respect of the financial year by each Director of the Company 
acting in such a capacity during the financial year. The Directors 
also feel it is appropriate to provide the following information to 
shareholders.
Directors’ 
Remuneration  
Report
Ian Robinson
Chairman, 
Remuneration 
Committee 
11 April 2016 
ICE HOCKEY CLASSIC 2015
28
TLA Worldwide PLC / Annual Report 2015     The board believes that share ownership is an 
effective way of strengthening employees’ involve-
ment in the development of the business and bring-
ing together their interest and those of sharehold-
ers and as such anticipates granting a share option 
scheme to key employees in the future. 
Executive Directors are rewarded on the 
basis of individual responsibility, competence 
and contribution and salary increases also take 
into account pay awards elsewhere in the Group 
as well as external market benchmarking. 
During the year to 31 December 2015 there 
were four Executive Directors:
 � Bart Campbell (Executive Chairman)
 � Michael Principe (CEO)
 � Greg Genske (Executive Director)
 � Donald Malter (CFO)
Messrs Principe and Genske participate in the 
Company’s healthcare scheme. 
Performance-related elements form a sub-
stantial part of the total remuneration packages 
and are designed to align Directors’ interest with 
those of shareholders. In line with best practice 
and to bring the Directors’ and shareholders’ in-
terest further into line, Executive Directors and 
the management team are encouraged to main-
tain a holding of ordinary shares in the Group.
NON-EXECUTIVE DIRECTORS FEES
The Board determines fees for Non-Executive 
Directors annually, taking advice as appropriate 
and reflecting the time commitment and respon-
sibilities on the role. Non-Executive Directors’ 
fees currently comprise a basic fee of £30,000 
per annum. In addition, Non-Executive Directors 
are paid £5,000 per annum for each committee 
that they sit on.
Non-Executive Directors do not participate 
in any pension schemes or LTIP. The Group re-
imburses the reasonable expenses they incur in 
carrying out their Directors’ duties.
REMUNERATION COMPONENTS – 
EXECUTIVE DIRECTORS
A significant proportion of each Executive Directors’ 
remuneration is performance related. The main 
components of the remuneration package for 
Executive Directors are:
 � Basis salary
 � Annual bonuses
 � LTIP
BASIC SALARY 
Basic salary is set by the Remuneration 
Committee by taking into account the responsi-
bility, individual performance and experience of 
the Executive Director, as well as market practice 
for executives in a similar position. Basic salary 
is reviewed (but not necessarily increased) annu-
ally by the Remuneration Committee.
BONUSES
The Executive Directors are eligible to partic-
ipate in annual bonuses. The range of award 
is based on salary. For each of the Executive 
Directors’ the percentage is as follows:
 � Bart Campbell: up to 50%
 � Michael Principe: up to 50%
 � Greg Genkse: No bonus
 � Donald Malter: up to 16.67%
The performance requirements for the ability to 
earn a bonus are set by the committee annually 
and are quantitative related.
SHARE INCENTIVE
The committee believes that the award of 
shares aligns the interest of participants and 
the shareholders. An LTIP for Messrs. Campbell, 
Principe and Mighty was put into place on 19 
December 2013, reflecting the terms set out in the 
Company’s admission document. A further award 
under the LTIP was made in September 2015.
The board believes that share ownership is 
an effective way of strengthening employees’ 
involvement in the development of the 
business and bringing together their interest 
and those of shareholders and as such 
anticipates granting a share option scheme to 
key employees in the future. 
29 As part of this scheme, the following have been awarded:
Beneficiary
No of shares 
awarded Award date
Average price  
per share Performance criteria
Bart Campbell 2,878,851 19 December 2013 £0.01
Share price of £0.40, £0.50 
and £0.60 for three month 
average
Michael Principe 10,136,050 19 December 2013 £0.01
Dwight Mighty 2,878,851 19 December 2013 £0.01
An additional award was made during the year under the LTIP as follows:
Beneficiary
No of shares 
awarded Award date
Average price  
per share Performance criteria
Bart Campbell 4,800,000 22 September 2015 £0.02 Share price of £0.40, £0.50 
and £0.60 for three month 
average
Michael Principe 4,800,000 22 September 2015 £0.02
Dwight Mighty 2,400,000 22 September 2015 £0.02
First measurement after the 
announcement of the 2015 
results
Details of the scheme are given in note 26.
AUDITED DIRECTORS' REMUNERATION 
The total amount of the Directors’ remuneration of the Group for the year ended 31 December 2015 is shown below:
2015 
$000
2014
$000
Aggregate emoluments 1,742 1,543
The emoluments of the Directors are shown below:
2015
Fees and salary
$000
2015
Benefit in kind
$000
2015
Total
$000
2014
Total
$000
EXECUTIVE DIRECTORS
Bart Campbell 500 52 552 438
Michael Principe 500 21 521 421
Greg Genske 300 21 321 321
Donald Malter 180 – 180 180
1,480 94 1,574 1,360
NON EXECUTIVE DIRECTORS
Keith Sadler 61 – 61 66
Andrew Wilson (deceased)  
(15 May 2014)
– – – 27
Andrew Pearson 46 – 46 50
Ian Robinson (appointed 22 May 2014) * 61 – 61 40
Aggregate emoluments 1,648 94 1,742 1,543
* Paid to Anne Street Partners
30
TLA Worldwide PLC / Annual Report 2015     DIRECTORS’ SERVICE AGREEMENT AND LETTERS OF APPOINTMENT
Contract for services are negotiated on an individual basis as part of the overall remuneration package. Details are set out below:
Date of contract Period
Company with  
whom contracted
Bart Campbell 1 January 2014 12 months TLA Worldwide PLC
Michael Principe 8 December 2011 5 years The Legacy Agency Inc.
Greg Genske 8 December 2011 5 years The Legacy Agency Inc.
Donald Malter 13 September 2013 3 months The Legacy Agency Inc.
In the event of termination of a contract, each director is entitled to compensation equal to his or her basic salary and bonus 
for their notice period.
Non-executive Directors have letters of appointment, details of which are as follows:
Date of contract Notice Period
Company with 
 whom contracted
Keith Sadler 16 August 2011 6 months TLA Worldwide PLC
Ian Robinson 22 May 2014 6 months TLA Worldwide PLC
Andrew Pearson 1 June 2012 6 months TLA Worldwide PLC
DIRECTORS’ INTERESTS IN SHARES
The interests of the Directors in the share capital of the Company at 31 December 2015 were as follows:
Number of shares Equity %
Bart Campbell * 6,469,120 4.53
Michael Principe 7,117,567 4.98
Greg Genske * 4,054,272 2.84
*Mr Campbell’s shares are held through International Sports PTE limited. Mr Genske’s shares are held by the Genske Life Trust
PENSIONS
The Group’s US businesses operate a 401K pen-
sion (defined contribution) scheme.
NON-EXECUTIVE DIRECTORSHIPS
The Company allows its Executive Directors to 
take a limited number of outside Directorships. 
Individuals retain the payments received from 
such services since these appointments are 
not expected to impinge on their principal em-
ployment. Bart Campbell is Chairman of the 
Melbourne Storm Rugby Club.
OTHER RELATED PARTY INSTRUCTIONS
No Director of the Company has, or had, a dis-
closable interest in any contracts of significant 
subsisting during or at the end of the period. 
Disclosable transactions by the Group under 
IAS24, Related Party Disclosures, are set out in 
note 29. There have been no other disclosable 
transactions by the Company and its subsidiaries 
with Directors of Group companies and with sub-
stantial shareholders.
By order of the Board.
31 THE BOARD
The Board of TLA Worldwide plc is comprised of 
the Chairman, the Chief Executive Officer, the 
Chief Financial Officer, an Executive Director and 
three Non-Executive Directors. Short biographi-
cal details of each Director are set out on pages 
24 and 25. The Board is responsible to the share-
holders for the proper management of the Group 
and meets at least five times a year to set the 
overall direction and strategy of the Group. All 
strategic operational and investment decisions 
are subject to Board approval.
The role of the Chief Executive and Chairman 
are separate and there is a clear division of 
their responsibilities. All directors are subject 
to re-election every three years. The Company 
has additionally supplemented this with the 
good practice of one third of the total number of 
Directors standing for re-election at each Annual 
General Meeting (“AGM”). Therefore, Don Malter 
and Greg Genske will retire at the upcoming 
AGM and, being eligible for re-election, offer 
themselves for re-election. Ian Robinson offers 
himself for election.
BOARD COMMITTEES
Remuneration Committee
The composition of the Remuneration Committee 
is disclosed on page 28. The Remuneration 
Committee, on behalf of the Board, as and when 
necessary, review and approve the contract 
terms, remuneration and other benefits of the 
Executive Directors, senior management and 
major remuneration plans for the Group as a 
whole.
The Remuneration Committee approves 
setting of objectives of the Executive Directors 
and authorises their annual bonus payments for 
achievement of objectives.
The Remuneration Committee approves re-
muneration packages sufficient to attract and 
motivate Executive Directors required to run the 
Group successfully, but does not pay more than 
is necessary for this service.
All the decisions of the Remuneration 
Committee on remuneration matters in the year 
ending 31 December 2015 were reported to and 
endorsed by the Board. Further details of the 
Group’s policies on remuneration and service 
contracts are given in the Directors’ remunera-
tion report on pages 28 to 31.
Although not required to comply with the UK corporate 
governance code (“the Code”) issued by the Financial Services 
Authority in September 2014 the Group is committed to high 
standards of corporate governance. Whilst the Group has not 
voluntarily adopted the Code, it applies a level of corporate 
governance which the Directors believe is appropriate for a 
Company of its size. This statement describes how the principles  
of corporate governance are applied.
Corporate  
Governance Report
Dwight Mighty
Company Secretary 
11 April 2016 
32
TLA Worldwide PLC / Annual Report 2015     Audit Committee
The Audit Committee comprises of Non-Executive 
Directors and Bart Campbell who is Executive 
Chairman. By invitation, the meeting of the Audit 
Committee may be attended by other Directors 
and the external auditor. The 
Committee meets not less than twice 
annually. The Audit Committee over-
sees the monitoring of the adequacy 
and effectiveness of the Group’s in-
ternal controls, accounting policies 
and financial reporting and provides 
a forum for reporting by the Group’s 
external auditor. Its duties include 
keeping under review the scope and 
results of the audit and its effective-
ness, consideration of management’s responses to 
any major audit recommendations and the inde-
pendence and objectivity of the external auditors. 
This will include taking into consideration relevant 
UK professional and regulatory requirements and 
to develop and implement policy on the engage-
ment of the external auditor to supply non-audit 
services, taking into account relevant ethical 
guidance.
Nominations Committee
The Nominations Committee comprises the 
Chairman and the Non-Executive Directors. It is 
responsible for monitoring the composition and 
balance of the Board and making recommen-
dations to the Board on potential new Board 
appointments.
Company Secretary 
The Company Secretary is responsible for advis-
ing the Board through the Chairman on all gov-
ernance issues. All Directors have access to the 
advice and services of the Company Secretary.
RELATIONSHIP WITH SHAREHOLDERS
The Board recognises the importance of effective 
communication with the Company’s shareholders 
to ensure that its strategy and performance is 
understood and that it remains accountable 
to shareholders. The Company communicates 
to investors through Interim Statements, au-
dited Annual Reports, press releases and the 
Company’s website (www.tlaworldwide.com). 
Shareholders are welcome to the Company’s 
AGM (notice of which is provided with this re-
port) where they will have the opportunity to 
meet the Board. The Company obtains feedback 
through its brokers on the views of institutional 
investors on a non-attributed and attributed 
basis and any concerns of major shareholders 
would be communicated to the Board.
INTERNAL CONTROL
The Board acknowledges its responsibility for es-
tablishing and maintaining the Group’s internal 
control and will continue to ensure that man-
agement keeps these processes under regular 
review and improves them where appropriate.
MANAGEMENT STRUCTURE
There is a clearly defined organisational struc-
ture throughout the Group with established lines 
of reporting and delegation of authority based 
on job responsibilities and experience.
Board Audit Remuneration
Total meetings held 7 3 2
Bart Campbell A R 7 3 2
Michael Principe 7 – –
Don Malter 7 – –
Greg Genske 6 – –
Keith Sadler A R 7 3 2
Ian Robinson A R 7 3 –
Andrew Pearson 5 – –
A: Audit Committee member R: Remuneration Committee member
Attendance at Board  
and Committee meetings
 
The Company communicates 
to investors through Interim 
Statements, audited Annual 
Reports, press releases and  
the Company’s website 
www.tlaworldwide.com
33 FINANCIAL REPORTING
Monthly management accounts provide relevant, 
reliable, up-to-date financial and non-financial 
information to management and the Board. 
Annual plans, forecast and performance targets 
allow management to monitor the key business 
and financial activities and the progress towards 
achieving objectives. The Board approves the an-
nual budget.
MONITORING OF CONTROLS
The Audit Committee receives reports from the 
auditor and reviews the effectiveness of the in-
ternal control environment of the Group. There 
are formal policies and procedures in place to 
allow the Committee to monitor the controls in 
place to ensure the integrity and accuracy of the 
accounting records and to safeguard the Group’s 
assets. Significant capital projects, acquisitions 
and disposals require Board approval.
GOING CONCERN
The Directors have reviewed forecasts for the 
year ending 31 December 2016 and 31 December 
2017. The Directors consider the forecasts to be 
prudent and have assessed the impact on the 
Group’s cash flow, facilities and headroom within 
its banking covenants. Further, the Directors have 
assessed the future funding requirements of the 
Group, including the payment of future earn-outs, 
and compared the level of borrowing facilities. 
Based on this assessment, the Directors are sat-
isfied that the Group has adequate resources to 
continue in operational existence for the foresee-
able future, being a period of at least 12 months 
from the signing of these accounts. For this rea-
son they continue to adopt the giving concern 
basis in preparing the financial statements.
CORPORATE SOCIAL RESPONSIBILITY
The Board recognises the growing awareness of 
social, environmental and ethical matters and 
it endeavours to take into account the interests 
of the Group’s stakeholders including investors, 
employees, suppliers and business partners when 
operating the business.
EMPLOYMENT
At a subsidiary level each individual Company has 
established polices which address key corporate 
objectives in the management of employee re-
lations, communications and employee involve-
ment, training and personal development and 
equal opportunity. The Board recognizes its legal 
responsibility to ensure the wellbeing, safety and 
welfare of its employees and to maintain a safe 
and healthy working environment for them and 
for its visitors. Health and Safety is on the agenda 
for regular scheduled plc Board and Operational 
Board meetings.
By order of the Board.
View and download all  
of our corporate  
governance material at: 
www.tlaworldwide.com/investor/
corporate-governance/
34
TLA Worldwide PLC / Annual Report 2015     RALLY AUSTRALIA
35 Company law requires the Directors to prepare fi-
nancial statements for each financial year. Under 
that law the Directors are required to prepare 
the Group financial statements in accordance 
with International Financial Reporting Standards 
(IFRSs) as adopted by the European Union and 
Article 4 of the IAS Regulation and have elect-
ed to prepare the parent company financial 
statements in accordance with United Kingdom 
Generally Accepted Accounting Practice (United 
Kingdom Accounting Standards and applicable 
law). Under company law the Directors must not 
approve the accounts unless they are satisfied 
that they give a true and fair view of the state of 
affairs of the company and of the profit or loss of 
the company for that period. 
In preparing the parent company financial 
statements, the Directors are required to:
 � select suitable accounting policies and then 
apply them consistently;
 � make judgments and accounting estimates 
that are reasonable and prudent;
 � state whether applicable UK Accounting 
Standards have been followed, subject to any 
material departures disclosed and explained 
in the financial statements; and
 � prepare the financial statements on the going 
concern basis unless it is inappropriate to presume 
that the company will continue in business.
In preparing the Group financial statements, 
International Accounting Standard 1 requires 
that Directors:
 � properly select and apply accounting policies;
 � present information, including accounting pol-
icies, in a manner that provides relevant, reli-
able, comparable and understandable information; 
 � � provide additional disclosures when compli-
ance with the specific requirements in IFRSs 
are insufficient to enable users to understand 
the impact of particular transactions, other 
events and conditions on the entity’s financial 
position and financial performance; and
 � make an assessment of the company’s ability 
to continue as a going concern.
The Directors are responsible for keeping ade-
quate accounting records that are sufficient to 
show and explain the company’s transactions 
and disclose with reasonable accuracy at any 
time the financial position of the company and 
enable them to ensure that the financial state-
ments comply with the Companies Act 2006. 
They are also responsible for safeguarding the 
assets of the company and hence for taking rea-
sonable steps for the prevention and detection of 
fraud and other irregularities.
RESPONSIBILITY STATEMENT 
We confirm that to the best of our knowledge:
 � the financial statements, prepared in accor-
dance with the relevant financial reporting 
framework, give a true and fair view of the 
assets, liabilities, financial position and profit 
or loss of the company and the undertakings 
included in the consolidation taken as a whole; 
and
 � the strategic report includes a fair review of 
the development and performance of the 
business and the position of the company and 
the undertakings included in the consolidation 
taken as a whole, together with a description 
of the principal risks and uncertainties that 
they face.
 � By order of the Board.
The Directors are responsible for preparing the Annual Report  
and the financial statements in accordance with applicable law 
and regulations.
Directors’ Responsibilities 
Statement
Michael Principe
Group Chief Executive 
11 April 2016 
36
TLA Worldwide PLC / Annual Report 2015     We have audited the financial statements 
of TLA Worldwide PLC for the year ended 31 
December 2015 which comprise of the Group 
Income Statement, the Group Statement of 
Comprehensive Income, the Group Balance 
Sheet, the Group Cash Flow Statement, the Group 
Statement of Changes in Equity, the related notes 
to the Group financial statements 1 to 29, the 
Parent Company Balance Sheet and the related 
notes to the Parent Company financial state-
ments 1 to 10. The financial reporting framework 
that has been applied in the preparation of the 
group financial statements is applicable law and 
International Financial Reporting Standards 
(IFRSs) as adopted by the European Union. The 
financial reporting framework that has been ap-
plied in the preparation of the parent company 
financial statements is applicable law and United 
Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice), includ-
ing FRS 101 “Reduced Disclosure Framework”. 
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 DIRECTORS AND AUDITOR
As explained more fully in the Directors’ 
Responsibilities Statement, 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 and express an opinion on 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
An audit involves obtaining evidence about the 
amounts and disclosures in the financial state-
ments sufficient to give reasonable assurance 
that the financial statements are free from ma-
terial misstatement, whether caused by fraud or 
error. This includes an assessment of: whether the 
accounting policies are appropriate to the Group’s 
and the parent company’s circumstances and 
have been consistently applied and adequately 
disclosed; the reasonableness of significant ac-
counting estimates made by the Directors; and 
the overall presentation of the financial state-
ments. In addition, we read all the financial and 
non-financial information in the annual report to 
identify material inconsistencies with the audited 
financial statements and to identify any informa-
tion that is apparently materially incorrect based 
on, or materially inconsistent with, the knowledge 
acquired by us in the course of performing the 
audit. If we become aware of any apparent mate-
rial misstatements or inconsistencies we consider 
the implications for our report.
Independent Auditor’s  
Report to the Members  
of TLA Worldwide PLC
Simon Olsen FCA
(Senior Statutory 
Auditor) for and on 
behalf of Deloitte LLP
Chartered Accountants 
and Statutory Auditor
Southampton 
11 April 2016 37 JAMEIS WINSTON
OPINION ON FINANCIAL STATEMENTS
In our opinion:
 the financial statements give a true and fair 
view of the state of the Group’s and of the 
Parent Company’s affairs as at 31 December 
2015 and of the Group’s profit for the year 
then ended;
 � the Group financial statements have been 
properly prepared in accordance with IFRSs as 
adopted by the European Union;
 � the Parent Company financial statements 
have been properly prepared in accordance 
with United Kingdom Generally Accepted 
Accounting Practice; and
 � the financial statements have been prepared 
in accordance with the requirements of the 
Companies Act 2006.
OPINION ON OTHER MATTER PRESCRIBED 
BY THE COMPANIES ACT 2006
In our opinion the information given in the 
Strategic Report and the Directors’ Report for 
the financial year for which the financial state-
ments are prepared is consistent with the finan-
cial statements.
MATTERS ON WHICH WE ARE REQUIRED 
TO REPORT BY EXCEPTION
We have nothing to report in respect of the fol-
lowing 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 ad-
equate 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.
TLA Worldwide PLC / Annual Report 2015    
38 Note
Year ended  
31 December 2015 
($000)
Year ended  
31 December 2014  
($000)
Revenue 1 44,440 20,816
Cost of sales (9,439) (25)
Gross profit 35,001 20,791
Administrative expenses (30,590) (19,087)
Operating profit from operations 4,411 1,704
Headline EBITDA 13,432 9,021
Amortisation of intangibles 4 (5,692) (4,684)
Depreciation 4 (145) (60)
Exceptional and acquisition-related costs 4 225 (1,151)
Share-based payments 4 (3,409) (1,422)
Operating profit from operations 4,411 1,704
Finance costs 2 (1,594) (1,285)
Profit before taxation 4 2,817 419
Taxation 8 (2,496) (402)
Profit for the year 321 17
(Loss) / Profit for the period from continuing operations 
attributable to: 
(88) 17
Owners of the company 409 –
Non-controlling interest 321 17
(Loss) / Profit per share from continuing operations:
Basic (cents) 3 (0.07) 0.01
Diluted (cents) 3 (0.07) 0.01
Group Income Statement
For the year ended 31 December 2015
39 Year ended  
31 December 2015 
($000)
Year ended  
31 December 2014 
($000)
Profit for the year 321 17
Dividend paid (1,675) (1,415)
Exchange differences on translation of overseas operations (1,863) (362)
Total comprehensive expense (3,217) (1,760)
Total comprehensive expense attributable to:
Owners of the company (3,639) (1,760)
Non-controlling interests (see note 28) 422 –
(3,217) (1,760)
For the year ended 31 December 2015
Group Statement of 
Comprehensive Income
For the year ended 31 December 2015
KERRI WALSH JENNINGS
40
TLA Worldwide PLC / Annual Report 2015     For the year ended 31 December 2015
Note
31 December 2015  
($000)
31 December 2014 
 ($000)
NON-CURRENT ASSETS
Intangible assets – goodwill 10 42,156 29,022
Other intangible assets 11 9,022 12,804
Property, plant and equipment 12 375 159
Deferred tax asset 9 4,450 3,884
56,003 45,869
CURRENT ASSETS
Inventory 117
Trade and other receivables 13 21,002 12,527
Cash and cash equivalents 6,312 5,857
(27,431) (18,384)
Total assets 83,434 64,253
CURRENT LIABILITIES
Trade and other payables 14 (12,783) (4,653)
Borrowings 15 (2,500) (7,546)
Deferred consideration 17 (1,600) (2,591)
(16,883) (14,584)
Net current assets 10,548 3,800
NON-CURRENT LIABILITIES
Borrowings 15 (20,251) (4,900)
Deferred consideration 17 (9,105) (9,963)
Trade and other payables 14 – (750)
Derivative financial instruments 16 (14) (27)
(29,370) (14,846)
Total liabilities (46,253) (29,430)
Net assets 37,181 34,823
EQUITY
Share capital 19 4,461 3,839
Share premium 20 46,079 33,303
Shares to be issued 20 – 1,311
Foreign currency reserve (1,802) 74
Share based payments reserves 724 1,422
Employee share reserve 20 (9,633) –
Retained loss (2,782) (5,126)
Total equity attributable to owners of the Companyy 37,047 34,823
Non–controlling interest 134 –
Total Equity 37,181 34,823
The financial statements of TLA Worldwide PLC, registered Company number 7741649 were approved by the Board of Directors and authorised for issue on 11 April 2016. They are 
signed on its behalf by: Donald Malter (Group Chief Financial Officer) 11 April 2016
Group Balance Sheet
41 Share 
capital 
($000)
Share 
premium 
($000)
Shares to 
be issued 
($000)
Foreign 
currency 
reserve 
($000)
Non-
controlling 
interest 
($000)
Share 
based 
payment 
reserves
($000)
Employee 
share 
reserve
($000)
Retained 
earnings 
($000)
Total 
($000)
Balance at  
1 January 2014
2,747 23,461 12,177 436 – – – (3,729) 35,092
Total comprehensive 
income for the year
– – – (362) – 1,422 – (1,397) (337)
Equity issued during 
the year
1,092 9,842 (10,866) – – – – – 68
Balance at  
31 December 2014
3,839 33,303 1,311 74 – 1,422 – (5,126) 34,823
Total comprehensive 
income for the year
– – – (1,876) 422 – – (1,763) (3,217)
Equity issued during 
the year
622 12,776 (1,311) – – – (9,633) – 2,454
Credit to equity 
for share based 
payments
– – – – – 3,409 – – 3,409
Reserve adjusted on 
exercise of LTIP
– – – – – (4,107) – 4,107 –
Non-controlling 
interest arising on 
acquisition
– – – – (288) (288)
Balance at  
31 December 2015
4,461 46,079 – (1,802) 134 724 (9,633) (2,782) 37,181
Group Statement  
of Changes in Equity 
For the year ended 31 December 2015
42
TLA Worldwide PLC / Annual Report 2015     For the year ended 31 December 2015
Note
Year ended  
31 December 2015 
($000)
Year ended 
31 December 2014 
($000)
Net cash from operating activities 22 2,042 2,980
INVESTING ACTIVITIES
Purchases of property, plant and equipment 12 (76) (36)
Deferred consideration paid 17 (2,591) (1,825)
Purchase of other Intangible assets 11 (100) (100)
Acquisition of subsidiaries (net of cash) 27 (6,418) –
Net cash used in investing activities (9,185) (1,961)
FINANCING ACTIVITIES
Interest paid 2 (727) (394)
Repayment of borrowings (1,875) (1,000)
Fees paid on issue of new bank loans  (363) –
Increase in borrowings 12,379 3,150
Dividend paid (1,675) (1,415)
Issue of shares for cash consideration (net of issue costs) 20 – 68
Net cash from financing activities 7,739 409
Net increase in cash and cash equivalents 596 1,428
Cash and cash equivalents at beginning of the year 5,857 4,429
Foreign currency translation effect (141) –
Cash and cash equivalents at end of the year 6,312 5,857
Group Statement  
of Cash Flows 
43 GENERAL INFORMATION
TLA Worldwide PLC (the “Company”) is in-
corporated in the United Kingdom under the 
Companies Act. The Company and its subsidiar-
ies’ (together the “Group”) principal activities 
are set out as part of the business review on 
pages 20 to 23. These financial statements are 
presented in US Dollars because that is the cur-
rency of the primary economic environment in 
which the Group operates.
ADOPTION OF NEW  
AND REVISED STANDARDS
In the current year, the following new and re-
vised standard and interpretations have been 
adopted:
 � Amendments to IAS 19: Defined Benefit Plans: 
Employee Contributions
 � Annual Improvements to IFRSs 2010 – 2012 
cycle
 � Annual improvements to IFRSs 2011 – 2013 
cycle
None of the new or revised standards that have 
been adopted affected the amounts reported in 
the financial statements. At the date of authori-
sation of these financial statements the Group 
had not applied the following new and revised 
IFRSs that have been issued but are not yet 
effective:
 � IFRS 9: Financial Instruments
 � IFRS 15: Revenue from Contracts with 
Customers
 � IFRS 16: Leases
 � Amendments to IFRS 11: Accounting for 
Acquisitions of Interests in Joint Operations
 � Amendments to IAS 1: Disclosure Initiative
 � Amendments to IAS 16 and IAS 38: Clarification 
of Acceptable Methods of Depreciation
 � Amendments to IAS 16 and IAS 41: 
Agriculture: Bearer Plants
 � Amendments to IAS 27: Equity Method in 
Separate Financial Statements
 � Amendments to IFRS 10 and IAS 28: Sale or 
Contributions of Assets between an Investor 
and its Associate or Joint Venture
 � Amendments to IFRS 10, IFRS 12 and IAS 
28: Investment Entities: Applying the 
Consolidation Exemption
 � Annual Improvements to IFRSs: 2012–2014 
Amendments to: IFRS 5 Non-current Assets 
Held for Sale and Discontinued Operations, 
IFRS 7 Financial Instruments: Disclosures, 
IAS 19 Employee Benefits and IAS 34 Interim 
Financial Reporting
The Directors have not assessed whether the 
effect of the adoption of the Standards and 
Interpretations listed above will have a material 
impact on the financial statements of the Group 
in future periods. Beyond the information above, 
it is not practicable to provide a reasonable es-
timate of the effect of these standards until a 
detailed review has been completed. 
The accounting policies set out below have, 
unless otherwise stated, been applied consis-
tently to all periods presented in these consoli-
dated financial statements. Judgements made by 
the Directors in the application of these account-
ing policies that have a significant effect on the 
consolidated financial statements together with 
estimates with significant risk of material adjust-
ment in the next year are discussed in note 25.
GOING CONCERN
The Directors have reviewed forecasts for the 
year ending 31 December 2016 and 31 December 
2017. The Directors consider the forecasts to 
be prudent and have assessed the impact on 
the Group’s cash flow, facilities and headroom 
within its banking covenants. Further, the 
Directors have assessed the future funding re-
quirements of the Group, including the payment 
of future earn-outs, and compared the level of 
borrowing facilities. Based on this assessment, 
the Directors are satisfied that the Group has 
adequate resources to continue in operational 
existence for the foreseeable future, being a 
period of at least 12 months from the signing of 
Principal  
Accounting Policies 
44
TLA Worldwide PLC / Annual Report 2015     these accounts. For this reason, they continue to 
adopt the giving concern basis in preparing the 
financial statements.
BASIS OF ACCOUNTING 
The financial statements have been prepared 
in accordance with International Financial 
Reporting Standards (IFRSs). The financial state-
ments have also been prepared in accordance 
with IFRSs adopted by the European Union and 
therefore the Group financial statements comply 
with Article 4 of the EU IAS regulation. 
The financial statements have been prepared 
on the historical cost basis except for the reval-
uation of financial instruments. Historical cost 
is generally based on the fair value of the con-
sideration given in exchange for the assets. The 
principal accounting policies are set out below.
BASIS OF CONSOLIDATION
The consolidated financial statements incorpo-
rate the financial statements of the Company 
and entities controlled by the Company (its 
subsidiaries) made up to 31 December each year. 
Control is achieved where the Company has the 
power to govern the financial and operating poli-
cies of an investee entity so as to obtain benefits 
from its activities.
On acquisition, the assets and liabilities and 
contingent liabilities of a subsidiary are mea-
sured at their fair values at the date of acquisi-
tion. Any excess of the cost of acquisition over 
the fair values of the identifiable net assets ac-
quired is recognised as goodwill. Any deficiency 
of the cost of acquisition below the fair values of 
the identifiable net assets acquired (i.e. discount 
on acquisition) is credited to the income state-
ment in the period of acquisition. 
The results of subsidiaries acquired or dis-
posed of during the year are included in the 
Consolidated Income Statement from the effec-
tive date of acquisition or up to the effective date 
of disposal, as appropriate. Where necessary, ad-
justments are made to the financial statements 
of subsidiaries to bring the accounting policies 
used into line with those used by the Group. All 
intra-group transactions, balances, income and 
expenses are eliminated on consolidation.
BUSINESS COMBINATIONS
Acquisitions of subsidiaries and businesses are 
accounted for using the acquisition method. The 
consideration for each acquisition is measured at 
the aggregate of the fair values (at the date of 
exchange) of assets given, liabilities incurred or 
assumed, and equity instruments issued by the 
Group in exchange for control of the acquiree. 
Acquisition-related costs are recognised in profit 
or loss as incurred.
Where applicable, the consideration for the 
acquisition includes any asset or liability result-
ing from a contingent consideration arrange-
ment, measured at its acquisition-date fair value. 
Subsequent changes in such fair values are ad-
justed against the cost of acquisition where they 
qualify as measurement period adjustments (see 
below). All other subsequent changes in the fair 
value of contingent consideration classified as an 
asset or liability are accounted for in accordance 
with relevant IFRSs. Changes in the fair value of 
contingent consideration classified as equity are 
not recognised.
Where a business combination is achieved in 
stages, the Group’s previously-held interests in 
the acquired entity are re-measured to fair value 
at the acquisition date (i.e. the date the Group 
attains control) and the resulting gain or loss, if 
any, is recognised in profit or loss. 
Amounts arising from interests in the ac-
quiree prior to the acquisition date that have 
previously been recognised in other compre-
hensive income are reclassified to Income 
Statement, where such treatment would be ap-
propriate if that interest were disposed of.
The acquiree’s identifiable assets, liabilities 
and contingent liabilities that meet the condi-
tions for recognition under IFRS 3(2008) are 
recognised at their fair value at the acquisition 
date, except that:
 � adeferred tax assets or liabilities and liabil-
ities or assets related to employee benefit 
arrangements are recognised and measured 
in accordance with IAS 12 Income Taxes and 
IAS 19 Employee Benefits respectively;
 � liabilities or equity instruments related to the 
replacement by the Group of an acquiree’s 
share-based payment awards are measured 
in accordance with IFRS 2 Share-based 
Payment; and
 � assets (or disposal groups) that are clas-
sified as held for sale in accordance with 
IFRS 5 Non-current Assets Held for Sale and 
Discontinued Operations are measured in 
accordance with that Standard.
If the initial accounting for a business combina-
tion is incomplete by the end of the reporting 
period in which the combination occurs, the 
Group reports provisional amounts for the items 
for which the accounting is incomplete. Those 
45 provisional amounts are adjusted during the 
measurement period (see below), or additional 
assets or liabilities are recognised, to reflect new 
information obtained about facts and circum-
stances that existed as of the acquisition date 
that, if known, would have affected the amounts 
recognised as of that date.
The measurement period is the period from 
the date of acquisition to the date the Group 
obtains complete information about facts and 
circumstances that existed as of the acquisition 
date, and is subject to a maximum of one year.
REVENUE
Revenue is measured as the fair value of the 
consideration received or receivable and com-
prises amounts billed to clients in respect of 
fees earned and commission-based income fees 
earned from the provision of support services 
to other agents or events promoters (and is 
stated exclusive of any relevant sales taxes); and 
the revenue or the share of revenues on events 
where the Group is a promoter. Revenue is rec-
ognised in line with the provision of relevant 
services under the terms of the contract or in 
the case of events, once the event has occurred 
provided that it is probable that the economic 
benefits will flow to the Group and the amount of 
revenue can be measured reliably.
Revenue can be split into five revenue 
streams:
1. Representation revenue
Representation revenue is generated from a 
commission paid as a percentage of a player’s 
base salary. Base salaries are fees payable by 
clubs to their players. These fees are contractual 
obligations made by the club to pay the player 
for a specific number of seasons. 
Contractual arrangements are reviewed to 
ascertain whether the Group acts as principal 
or agent with regards to third party costs. If the 
relationship is that of agent then the recharge of 
third party costs is not recognised through reve-
nue or cost of sales.
Revenue is recognised at the point the player 
becomes contractually obliged to pay commis-
sion to the Group.
2. Signing bonuses
Signing bonuses are amounts payable by the 
clubs to the player for signing a contract. The 
Group earns a commission based on a percent-
age of the signing bonus. Commission revenue is 
recognised when the player receives the signing 
bonus from the relevant club, at which point the 
player becomes contractually obliged to pay 
commission to the Group.
3. Endorsement revenue
Endorsement revenue is generated from com-
mission calculated as a percentage of fees 
earned by clients for guest appearances, wear-
ing of certain attire or other sponsorship deals. 
Revenue is recognised in the period that the 
associated fees are earned by the player.
4. Sponsorship revenue
Sponsorship revenue is generated from commis-
sion calculated as a percentage of fees earned by 
placing sponsors for certain events. Revenue is 
recognised based on the terms of the individual 
contracts; at the point the commission becomes 
contractually due.
5. Event revenue
Event revenues are generated where the Group 
acts a promoter for an individual event or group 
of events. Revenue is recognised upon comple-
tion of the event, as this is the point when the 
Group becomes entitled to the revenue generat-
ed from that event. 
6. Merchandise
Merchandise revenue is measured at the fair 
value of the consideration received or receivable 
and represents amounts receivable for goods and 
services provided in the normal course of busi-
ness, net of discounts, VAT and other sales-related 
taxes. Revenue is reduced for estimated customer 
returns, rebates and other similar allowances.
Revenue from the sale of goods is recognised 
when all the following conditions are satisfied: 
 � the Group has transferred to the buyer the 
significant risks and rewards of ownership of 
the goods;
 � the Group retains neither continuing mana-
gerial involvement to the degree usually as-
sociated with ownership nor effective control 
over the goods sold;
 � the amount of revenue can be measured 
reliably;
 � it is probable that the economic benefits as-
sociated with the transaction will flow to the 
entity; and
 � the costs incurred or to be incurred in respect 
of the transaction can be measured reliably, 
including commission-based staff costs, in-
cluding salaries, bonuses and social security 
costs, and expenses reimbursed to commis-
sion-based agents
46
TLA Worldwide PLC / Annual Report 2015     INVENTORIES
Inventories are stated at the lower of cost and 
net realisable value. Cost comprises direct ma-
terials and, where applicable, direct labour costs 
and those overheads that have been incurred in 
bringing the inventories to their present loca-
tion and condition. Cost is calculated using the 
weighted average method. Net realisable value 
represents the estimated selling price less all 
estimated costs of completion and costs to be 
incurred in marketing, selling and distribution.
PROPERTY, PLANT  
AND EQUIPMENT
The fixtures and fittings are stated at cost. 
Depreciation is computed on the straight-line 
method using an estimated useful life ranging 
from three to five years. Repairs and mainte-
nance are charged as an expense in the year in-
curred, and major improvements and new assets 
are capitalized. 
It is assumed that all assets will be used until 
the end of their useful life.
INTANGIBLE ASSETS  
AND GOODWILL
Goodwill arising in a business combination is 
recognised as an asset at the date that control 
is acquired (the acquisition date). Goodwill is 
measured as the excess of the sum of the consid-
eration transferred, the amount of any non-con-
trolling interest in the acquiree and the fair value 
of the acquirer’s previously held equity interest 
(if any) in the entity over the net of the acqui-
sition date amounts of the identifiable assets 
acquired and the liabilities assumed.
If, after reassessment, the Group’s interest in 
the fair value of the acquiree’s identifiable net 
assets exceeds the sum of the consideration trans-
ferred, the amount of any non-controlling interest 
in the acquiree and the fair value of the acquirer’s 
previously held equity interest in the acquiree (if 
any), the excess is recognised immediately in prof-
it or loss as a bargain purchase gain.
Goodwill is not amortised but is reviewed for 
impairment at least annually. For the purpose of 
impairment testing, goodwill is allocated to each 
of the Group’s cash-generating units expected to 
benefit from the synergies of the combination. 
Cash-generating units to which goodwill has 
been allocated are tested for impairment annual-
ly, or more frequently when there is an indication 
that the unit may be impaired. If the recoverable 
amount of the cash-generating unit is less than 
the carrying amount of the unit, the impairment 
loss is allocated first to reduce the carrying 
amount of any goodwill allocated to the unit and 
then to the other assets of the unit pro-rata on 
the basis of the carrying amount of each asset 
in the unit. An impairment loss recognised for 
goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable 
amount of goodwill is included in the determina-
tion of the profit or loss on disposal.
Intangible assets arising from a business 
combination whose fair values can be reliably 
measure are separated from goodwill and amor-
tised based on the future cash flows attributable 
to the individual assets
Intangible assets with an indefinite useful 
life and goodwill are systematically tested for 
impairment at each balance sheet date. Other 
intangibles assets are amortised from the date 
they are available for use. The estimated useful 
lives are as follows:
 � Client contracts – over the life of the contract
 � Customer relationships – 6–8 years
Impairment
For goodwill that has an indefinite useful life 
the recoverable amount is estimated annually. 
For other assets the recoverable amount is only 
estimated when there is an indication that im-
pairment may have occurred. The recoverable 
amount is the higher of fair value less costs to 
sell and value in use.
Taxation
The tax expense represents the sum of the tax 
currently payable and deferred tax. The tax 
currently payable is based on taxable profit for 
the year. Taxable profit differs from net profit 
as reported in the income statement because 
it excludes items of income or expense that 
are taxable or deductible in other years and it 
further excludes items that are never taxable 
or deductible. The Group’s liability for current 
tax is calculated using tax rates that have been 
enacted or substantively enacted by the balance 
sheet date.
Deferred tax is the tax expected to be pay-
able or recoverable on differences between the 
carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax 
bases used in the computation of taxable profit, 
and is accounted for using the balance sheet lia-
bility method. Deferred tax liabilities are gener-
ally recognised for all taxable temporary differ-
ences and deferred tax assets are recognised to 
47 the extent that it is probable that taxable profits 
will be available against which deductible tempo-
rary differences can be utilised. Such assets and 
liabilities are not recognised if the temporary 
difference arises from the initial recognition of 
goodwill or from the initial recognition (other 
than in a business combination) of other assets 
and liabilities in a transaction that affects nei-
ther the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for 
taxable temporary differences arising on invest-
ments in subsidiaries and associates, and inter-
ests in joint ventures, except where the Group 
is able to control the reversal of the temporary 
difference and it is probable that the temporary 
difference will not reverse in the foreseeable fu-
ture. The carrying amount of deferred tax assets 
is reviewed at each balance sheet date and re-
duced to the extent that it is no longer probable 
that sufficient taxable profits will be available to 
allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates 
that are expected to apply in the period when 
the liability is settled or the asset is realised. 
Deferred tax is charged or credited in the in-
come statement, except when it relates to items 
charged or credited directly to equity, in which 
case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset 
when there is a legally enforceable right to set 
off current tax assets against current tax liabili-
ties and when they relate to income taxes levied 
by the same taxation authority and the Group 
intends to settle its current tax assets and liabil-
ities on a net basis.
FOREIGN CURRENCIES
The individual financial statements of each 
group company are presented in the currency 
of the primary economic environment in which 
it operates (its functional currency). For the pur-
pose of the consolidated financial statements, 
the results and financial position of each group 
company are expressed in US Dollars which is 
the presentation currency for the consolidated 
financial statements.
In preparing the financial statements of the 
individual companies, transactions in curren-
cies other than the entity’s functional currency 
(foreign currencies) are recognised at the rates 
of exchange prevailing on the dates of the trans-
actions. At each balance sheet date, monetary 
assets and liabilities that are denominated in for-
eign currencies are retranslated at the rates pre-
vailing at that date. Non-monetary items carried 
at fair value that are denominated in foreign 
currencies are translated at the rates prevailing 
at the date when the fair value was determined. 
Non-monetary items that are measured in 
terms of historical cost in a foreign currency are 
not retranslated. 
Exchange differences are recognised in the 
Income Statement in the period in which they 
arise except for:
 � exchange differences on foreign currency 
borrowings relating to assets under con-
struction for future productive use, which are 
included in the cost of those assets when they 
are regarded as an adjustment to interest 
costs on those foreign currency borrowings;
 � exchange differences on monetary items 
receivable from or payable to a foreign oper-
ation for which settlement is neither planned 
nor likely to occur (therefore forming part 
of the net investment in the foreign opera-
tion), which are recognised initially in other 
comprehensive income and reclassified from 
equity to Income Statement on disposal or 
partial disposal of the net investment.
For the purpose of presenting consolidated fi-
nancial statements, the assets and liabilities of 
the Group’s foreign operations are translated at 
exchange rates prevailing on the balance sheet 
date. Translation differences on non-monetary 
financial assets and liabilities are reported as 
part of the fair value gain or loss. Translation dif-
ferences on non- monetary financial assets, such 
as investments in equity securities classified as 
available for sale, are included in the fair value 
reserve in equity.
Goodwill and fair value adjustments arising 
on the acquisition of a foreign entity are treated 
as assets and liabilities of the foreign entity and 
translated at the closing rate.
BANK BORROWINGS
Interest bearing bank loans and overdrafts are 
recorded at an amount and the amount of the 
proceeds received net of direct issue costs. 
Finance charges, including premiums payable on 
settlement or redemption and direct issue costs, 
are accounted for on an accruals basis in the 
consolidated income statement using the effec-
tive interest rate method and are added to the 
carrying amount of the instrument to the extent 
that they are not settled in the period in which 
they arose. 
48
TLA Worldwide PLC / Annual Report 2015     FINANCE COSTS
Finance costs of financial liabilities are rec-
ognised in the income statement over the term 
of such instruments at a constant rate of the 
carrying amount.
OPERATING LEASES
Leases where substantially all of the risks and 
rewards of ownership are not transferred to the 
Group are treated as operating leases. Rentals 
under operating leases are charged to the in-
come statement on a straight line basis over the 
period of the lease.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on 
hand and demand deposits and other short term 
highly liquid investments that are readily con-
vertible to a known amount of cash 
and are subject to an insignificant 
risk of changes in value.
FINANCIAL INSTRUMENTS
Financial assets and financial liabili-
ties are recognised in the Group’s bal-
ance sheet when the Group becomes 
a party to the contractual provisions 
of the instrument.
Financial Assets
All financial assets are recognised and 
derecognised on a trade date where 
the purchase or sale of a financial 
asset is under a contract whose terms 
require delivery of the financial asset 
within the timeframe established 
by the market concerned, and are 
initially measured at fair value, plus 
transaction costs, except for those 
financial assets classified as at fair 
value through profit or loss, which 
are initially measured at fair value. 
Financial assets are classified into 
the following specified categories: 
financial assets ‘at fair value through 
profit or loss’ (FVTPL), ‘held-to-maturity’ invest-
ments, ‘available-for-sale’ (AFS) financial assets 
and ‘loans and receivables’. The classification 
depends on the nature and purpose of the finan-
cial assets and is determined at the time of initial 
recognition.
Loans and receivables
Trade receivables, loans, and other receivables 
that have fixed or determinable payments that 
are not quoted in an active market are classified 
as ‘loans and receivables’. Loans and receiv-
ables are measured at amortised cost using the 
effective interest method, less any impairment. 
Interest income is recognised by applying the 
effective interest rate, except for short-term re-
ceivables when the recognition of interest would 
be immaterial.
Impairment of financial assets
Financial assets, other than those at FVTPL, are 
assessed for indicators of impairment at each 
balance sheet date. Financial assets are impaired 
where there is objective evidence that, as a re-
sult of one or more events that occurred after 
the initial recognition of the financial asset, the 
estimated future cash flows of the investment 
have been affected. 
For listed and unlisted equity investments 
classified as AFS, a significant or prolonged de-
cline in the fair value of the security below its 
cost is considered to be objective evidence of 
impairment. 
For all other financial assets, including re-
deemable notes classified as AFS and finance 
lease receivables, objective evidence of impair-
ment could include:
 � significant financial difficulty of the issuer or 
counterparty; or
 � default or delinquency in interest or principal 
payments; or
 � it becoming probable that the borrower will 
enter bankruptcy or financial re-organisation.
For certain categories of financial asset, such 
as trade receivables, assets that are assessed 
not to be impaired individually are, in addition, 
assessed for impairment on a collective basis. 
Objective evidence of impairment for a portfolio 
of receivables could include the Group’s past ex-
perience of collecting payments, an increase in 
the number of delayed payments in the portfolio 
past the average credit period of 60 days, as 
well as observable changes in national or local 
economic conditions that correlate with default 
on receivables.
For financial assets carried at amortised cost, 
the amount of the impairment is the differences 
between the asset’s carrying amount and the 
present value of estimated future cash flows, dis-
counted at the financial asset’s original effective 
interest rate.
STEVE YOUNG
49 The carrying amount of the financial asset is 
reduced by the impairment loss directly for all 
financial assets with the exception of trade re-
ceivables, where the carrying amount is reduced 
through the use of an allowance account. When 
a trade receivable is considered uncollectible, 
it is written off against the allowance account. 
Subsequent recoveries of amounts previously 
written off are credited against the allowance 
account. Changes in the carrying amount of the 
allowance account are recognised in the Income 
Statement.
Debt and equity instruments are classified 
as either financial liabilities or as equity in ac-
cordance with the substance of the contractual 
arrangement. 
Equity instruments
An equity instrument is any contract that evi-
dences a residual interest in the assets of an en-
tity after deducting all of its liabilities. Equity in-
struments issued by the Group are recognised at 
the proceeds received, net of direct issue costs.
Financial liabilities 
Financial liabilities are classified as either fi-
nancial liabilities ‘at FVTPL’ or ‘other financial 
liabilities’.
Financial liabilities at FVTPL 
Financial liabilities are classified as at FVTPL 
when the financial liability is either held for trad-
ing or it is designated as at FVTPL.
A financial liability is classified as held for 
trading if:
 � it has been incurred principally for the pur-
pose of repurchasing it in the near term; or
 � on initial recognition it is part of a portfolio 
of identified financial instruments that the 
Group manages together and has a recent 
actual pattern of short-term profit-taking; or 
 � it is a derivative that is not designated and 
effective as a hedging instrument. 
A financial liability other than a financial liability 
held for trading may be designated as at FVTPL 
upon initial recognition if:
 � such designation eliminates or significantly 
reduces a measurement or recognition incon-
sistency that would otherwise arise; or 
 � the financial liability forms part of a group of 
financial assets or financial liabilities or both, 
which is managed and its performance is 
evaluated on a fair value basis, in accordance 
with the Group’s documented risk manage-
ment or investment strategy, and information 
about the grouping is provided internally on 
that basis; or
 � it forms part of a contract containing one 
or more embedded derivatives, and IAS 
39 Financial Instruments: Recognition and 
Measurement permits the entire combined 
contract (asset or liability) to be designated 
as at FVTPL.
Financial liabilities at FVTPL are stated at fair 
value, with any gains or losses arising on re-mea-
surement recognised in Income Statement. The 
net gain or loss recognised in Income Statement 
incorporates any interest paid on the financial 
liability and is included in the ‘other gains and 
losses’ line item in the income statement. Fair 
value is determined in the manner described in 
note 26. 
Other financial liabilities 
Other financial liabilities, including borrowings, 
are initially measured at fair value, net of trans-
action costs. 
Other financial liabilities are subsequently 
measured at amortised cost using the effective 
interest method, with interest expense rec-
ognised on an effective yield basis. 
The effective interest method is a method 
of calculating the amortised cost of a financial 
liability and of allocating interest expense over 
the relevant period. The effective interest rate is 
the rate that exactly discounts estimated future 
cash payments through the expected life of the 
financial liability, or, where appropriate, a short-
er period, to the net carrying amount on initial 
recognition.
Derecognition of financial liabilities
The Group derecognises financial liabilities 
when, and only when, the Group’s obligations are 
discharged, cancelled or they expire.
TRADE RECEIVABLES
Trade receivables do not carry any interest and 
are stated at their nominal value as reduced by 
appropriate allowances for estimated irrecover-
able amounts.
50
TLA Worldwide PLC / Annual Report 2015     TRADE PAYABLES
Trade payables are not interest-bearing and are 
stated at their nominal value.
Derivative financial instruments
The Group entered into an interest rate swap to 
manage its exposure to interest rate risk. Further 
details of derivative financial instruments the 
Group holds are disclosed in note 16.
Derivatives are initially recognised at fair 
value at the date a derivative contract is entered 
into and are subsequently re-measured to their 
fair value at each balance sheet date. The re-
sulting gain or loss is recognised in the Income 
Statement immediately.
A derivative with a positive fair value is 
recognised as a financial asset whereas a de-
rivative with a negative fair value is recognised 
as a financial liability. A derivative is presented 
as a non-current asset or a non-current liability 
if the remaining maturity of the instrument is 
more than 12 months and it is not expected to 
be realised or settled within 12 months. Other 
derivatives are presented as current assets or 
current liabilities.
INVESTMENTS
Investments are recognised and derecognised 
on a trade date where a purchase or sale of an 
investment is under contract whose terms re-
quire the delivery of the investment within the 
timeframe established by the market concerned, 
and are initially measured at cost, including 
transaction costs. Investments are classified 
either as available for sale, and are measured 
at subsequent reporting dates at fair value, or 
at amortised cost, where no fair value is readily 
determinable.
Gains and losses on available for sale finan-
cial assets arising from changes in fair value are 
recognised directly in equity, until the security is 
disposed of or is determined to be impaired, at 
which time the cumulative gain or loss previously 
recognised in equity is included in the net profit 
or loss for the period.
SHARE BASED PAYMENTS
Equity-settled share-based payments to employ-
ees and others providing similar services are
measured at the fair value of the equity instru-
ments at the grant date. The fair value excludes 
the effect of non-market-based vesting condi-
tions. Details regarding the determination of the 
fair value of equity-settled share-based transac-
tions are set out in note 27.
The fair value determined at the grant date 
of the equity-settled share-based payments is 
expensed on a straight-line basis over the vest-
ing period, based on the Group’s estimate of 
equity instruments that will eventually vest. At 
each balance sheet date, the Group revises its 
estimate of the number of equity instruments 
expected to vest as a result of the effect of non-
market-based vesting conditions.
The impact of the revision of the original esti-
mates, if any, is recognised in profit or loss such 
that the cumulative expense reflects the revised 
estimate, with a corresponding adjustment to 
equity reserves.
NON-GAAP MEASURES
Headline earnings is defined as profit or loss 
for the year adjusted to add back depreciation, 
amortisation of acquired intangible assets and 
any other acquisition related charges, share 
based payment charges, fair value movement 
on financial derivatives, unwinding of discount 
on deferred consideration and exceptional items.
We believe these non-GAAP measures pro-
vide shareholders with useful information about 
the Group’s trading performance. The reconcili-
ation between operating profit from continuing 
operations and Headline EBITDA is shown on the 
face of the Group Income Statement.
51  SEGMENTAL ANALYSIS
The Group reports its business activities in two areas: Baseball 
Representation and Sports Marketing. Unallocated represents  
the Group’s costs as a public company, along with exceptional 
items and acquisition related costs (see note 4). The Group  
derives its revenues in the United States of America, Australia  
and United Kingdom.
Baseball Representation
Primarily assists the on-field activities of base-
ball players, including all aspects of a player’s 
contract negotiation.
Sports Marketing 
Primarily assists with the on-field and off-field 
activities of athletes; it represents broadcast-
ers and coaches in respect of their contract 
negotiations; manages, produces events, primar-
ily in sports, PR and activation, media consultan-
cy and the selling of merchandise, primarily in 
sport.
All of the Group’s revenue arises through 
the rendering of services. In the year ended 31 
December 2015, there were no clients who gen-
erated in excess of 10 percent of total revenue 
(2014: none).
1.
Notes to the  
Consolidated  
Financial Statements  Year ended 31 december 2015
Baseball 
representation 
($000)
Sports 
marketing 
($000)
Unallocated 
($000)
Total 
($000)
Revenue 15,103 29,337 – 44,440
Cost of sales (1,348) (8,091) – (9,439)
Gross profit 13,755 21,246 – 35,001
Operating expenses excluding depreciation, 
amortisation, share based payments, acquisition 
related costs and exceptional items 
(6,925) (11,404) (3,240) (21,569)
Headline EBITDA 6,830 9,842 (3,240) 13,432
Amortisation of intangibles arising on acquisition (3,532) (2,160) – (5,692)
Deprecation (10) (84) (51) (145)
Exceptional items and acquisition related costs 1,685 (656) (804) 225
Share based payments – – (3,409) (3,409)
Operating profit/ (loss) 4,973 6,942 (7,504) 4,411
Finance costs (1,594)
Profit before tax 2,817
Tax (2,496)
Profit for the year 321
Assets 37,037 29,695 16,702 83,434
Liabilities (2,391) (2,122) (41,740) (46,253)
Capital Employed 34,646 27,573 (25,038) 37,181
Year ended 31 December 2014 
Baseball 
representation 
($000)
Sports 
marketing 
($000)
Unallocated 
($000)
Total 
($000)
Revenue 13,155 7,661 – 20,816
Cost of sales (25) – – (25)
Gross profit 13,130 7,661 – 20,791
Operating expenses excluding depreciation, 
amortisation, share based payments, 
acquisition related costs and exceptional items 
(5,725) (3,096) (2,949) (11,770)
Headline EBITDA 7,405 4,565 (2,949) 9,021
Amortisation of intangibles arising on 
acquisition
(3,477) (1,207) – (4,684)
Deprecation (10) (3) (47) (60)
Exceptional items and acquisition related costs (184) (250) (717) (1,151)
Share based payments – – (1,422) (1,422)
Operating profit/ (loss) 3,734 3,105 (5,135) 1,704
Finance costs (1,285)
Profit before tax 419
Tax (402)
Profit for the year 17
Assets 39,563 15,200 9,490 64,253
Liabilities (1,430) (2,586) (25,414) (29,430)
Capital Employed 38,133 12,614 (15,924) 34,823
54
TLA Worldwide PLC / Annual Report 2015     The accounting policies of the reportable seg-
ments are the same as the Group’s accounting 
policies described in the principal accounting 
policies. Segment profit represents the profit 
earned by each segment, central administration 
costs including Directors’ salaries, exceptional, 
acquisition and finance costs, and income tax 
expense. This is the measure reported to the 
Group’s Chief Executive for the purpose of re-
source allocation and assessment of segment 
performance.
Geographical information
The Group’s revenue from external custom-
ers and information about its segment assets 
(non-current assets excluding financial instru-
ments, deferred tax assets and other financial 
assets) by geographical location are detailed 
below:
 Revenues Non-Current Assets
2015
$000
2014
$000
2015
$000
2014
$000
United Kingdom 2,931 – 82 –
North America 22,378 20,816 41,958 45,869
Australia 19,131 – 13,963 –
44,440 20,816 56,003 45,869
FINANCE COSTS
Year ended  
31 December 2015 
($000)
Year ended  
31 December 2014 
($000)
Interest on bank overdrafts and other loans (727) (394)
Total interest expense (727) (394)
Fair value (loss) / gain on interest rate swaps (23) 36
Amortisation of borrowing costs over the term 
of the loan
(164) (48)
Amortisation of discount on deferred 
consideration
(680) (879)
Total finance costs (1,594) (1,285)
EARNINGS PER SHARE
Year ended  
31 December 2015 
cents per share
Year ended  
31 December 2014
cents per share
Basic (loss) / earnings per share (0.07) 0.01
Diluted (loss) / earnings per share (0.07) 0.01
2.
3.
55 In 2015, the loss attributable to ordinary share-
holders and weighted average number of ordi-
nary shares for the purpose of calculating dilut-
ed earnings per ordinary share are identical to 
those used for basic earnings per ordinary share. 
This is because the exercise of share options that 
are out of the money would have the effect of re-
ducing the loss per ordinary share and is there-
fore not dilutive under the terms of the IAS 33.
The calculation of (loss) / earnings per share per share is based on the following data:
2015  
($000)
2014 
($000)
(Loss) / Profit for the purposes of basic earnings per share being net (loss) 
/ gain attributable to owners of the Company
(88) 17
NUMBER OF SHARES
Weighted average number of shares in issue 133,909,187 122,406,174
Weighted average deferred consideration shares to be issued 2,457,085 3,226,029
Weighted average number of shares for the purposes of  
basic earnings per share
136,366,272 125,632,203
Weighted average share options 1,791,388 5,998,683
Weighted average number of shares for the purposes 
of diluted earnings per share
138,157,660 131,630,886
 
Headline earnings per share (see below)
Year ended  
31 December 2015 
cents per share
Year ended  
31 December 2014 
cents per share
Basic headline earnings per share 6.52 4.99
Diluted headline earnings per share 6.43 4.76
Headline earnings is defined as profit or loss 
for the year adjusted to add back amortisation 
of acquired intangible assets and any other ac-
quisition related charges, share based payment 
charges, fair value movement on financial 
derivatives, unwinding of discount on deferred 
consideration and exceptional items. 
The Headline profit attributable to owners of the Company used in calculating the basic and diluted 
adjusted earnings per share is reconciled below:
Year ended  
31 December 2015  
($000)
Year ended  
31 December 2014 
($000)
Profit attributable to shareholders (88) 17
Adjusted for
Exceptional and acquisition-related costs (see note 4) (225) 1,151
Share-based payments 3,409 1,422
Amortisation of acquired intangible assets 5,692 4,684
Fair value gain/(loss) on interest rate swap (see note 16) 23 (36)
Unwinding of deferred consideration charges 680 878
Tax effect of adjusting items (606) (1,851)
Headline profit attributable to owners of the Company 8,885 6,265
56
TLA Worldwide PLC / Annual Report 2015     PROFIT BEFORE TAXATION
The following are included in profit before tax:
Year ended  
31 December 2015  
($000)
Year ended  
31 December 2014  
($000)
Depreciation of property, plant and equipment 145 60
Amortisation of other intangible assets 5,692 4,684
Exceptional and acquisition related costs (see below) (225) 1,151
Staff costs (see note 7) 15,785 7,417
Share based payments 3,409 1,422
Auditor’s remuneration (see note 5) 211 145
Operating leases 1,316 692
The exceptional and acquisition-related costs/(gains) relate to:
Year ended  
31 December 2015 
($000)
Year ended  
31 December 2014
 ($000)
EXCEPTIONAL ITEMS
Acquisition costs related to ESP acquisition (note 27) 794 330
Integration costs relating to ESP acquisition (note 27) 416 –
Arbitration costs 321 184
1,531 514
ACQUISITION RELATED COSTS/ (GAINS)
Loyalty bonus arising on acquisition (note 14) 250 250
Fair value movement on valuation of deferred consideration (note 17) (2,006) 387
(1,756) 637
Total exceptional and acquisition related (gains) / costs (225) 1,151
AUDITOR'S REMUNERATION
The analysis of the auditor’s remuneration is as follows:
Year ended  
31 December 2015 
($000)
Year ended  
31 December 2014
 ($000)
Fees payable to the Company’s auditor and 
their associates for the audit of the Company’s 
annual accounts
188 132
Total audit and related assurance fees 188 132
Interim review 23 13
Total non-audit fees 23 13
Total Fees 211 145
4.
5.
57 Year ended  
31 December 2015 
($000)
Year ended  
31 December 2014 
($000)
UK TAXES
Current year (465) –
US TAXES
Current year (2,078) (1,481)
Adjustments in respect of prior year (113) –
AUSTRALIAN TAXES
Current year (388)
Adjustments in respect of prior year
Total current tax (3,044) (1,481)
Deferred tax – current year 683 967
Deferred tax - adjustments in respect of prior year (135) 112
548 1,079
Total tax charge (2,496) (402)
TRANSACTION WITH KEY MANAGEMENT PERSONNEL
Key management of the Group is considered to be the Board of Directors and the operational Board.
Year ended  
31 December 2015  
($000)
Year ended  
31 December 2014 
($000)
SHORT-TERM BENEFITS
Salaries including bonuses 1,898 1,463
Social security costs 42 29
Healthcare and other costs 94 80
Total Remuneration 2,034 1,572
Further information in respect of Directors is given in the Directors’ Remuneration table on page 30.
STAFF COSTS 
The average monthly number of employees (including executive Directors) was: 
2015  
Number
2014 
Number
Administration/Support 52 20
Agents 99 27
Executive Directors 7 7
158 54
Their aggregate remuneration comprised:
Year ended  
31 December 2015
 ($000)
Year ended  
31 December 2014 
($000)
Wages and salaries 12,648 5,851
Social security costs 351 347
Other costs 2,786 1,219
15,785 7,417
TAX
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.
6.
7.
8.
58
TLA Worldwide PLC / Annual Report 2015     The charge for the year can be reconciled to the income statement as follows:
DEFERRED TAX
The following are the major deferred tax liabilities and assets recognised by the Group and move-
ments thereon during the current reporting period.
Intangible 
assets 
($000)
Goodwill
 
($000)
Other timing 
differences 
($000)
Total
 
($000)
At 31 December 2013 (7,255) 9,331 729 2,805
Credit to income for prior year – – 112 112
Credit /(charge) to income 1,851 (1,119) 235 967
At 31 December 2014 (5,404) 8,212 1,076 3,884
Arising on acquisition (542) – 560 18
Credit /(charge) to income for 
prior year
(8) 153 (280) (135)
Credit /(charge) to income 1,883 (1,975) 775 683
At 31 December 2015 (4,071) 6,390 2,131 4,450
2015
$000
2014
$000
Deferred tax asset 8,521 9,288
Deferred tax liability (4,071) (5,404)
4,450 3,884
Year ended  
31 December 2015
 ($000)
Year ended  
31 December 2014
 ($000)
Profit before tax on continuing operations 3,206 419
Tax charge at the US corporation tax rate of 34% 
(31 December 2014: 34%)
(1,090) (142)
EFFECTS OF
Tax losses utilised in the year 584 206
Expenses not deductible for tax purposes (1,535) (572)
Adjustments to tax charge for prior periods (248) 112
Tax impact of state tax in the USA (181) –
Unrecognised deferred tax asset – (72)
Effect of different tax rates of entities operating 
in other jurisdictions
(26) 66
Tax charge for the year (2,496) (402)
9. 59 GOODWILL
Cost and net book value ($000)
At 1 January 2015 29,022
Additions 14,062
Foreign exchange movement (928)
At 31 December 2015 42,156
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units 
(CGUs) that are expected to benefit from that business combination. The carrying amount of goodwill 
had been allocated as follows:
2015  
($000)
2014  
($000)
Legacy 18,109 18,109
PEG 4,793 4,793
Baseball representation 22,902 22,902
Agency 6,120 6,120
Elite Sports Properties 13,134 –
Sports marketing 19,254 6,120
Total TLA Worldwide 42,156 29,022
The Group tests goodwill annually for impair-
ment, or more frequently if there are indications 
that goodwill might be impaired.
The recoverable amounts of all three CGUs 
are determined from value in use calculations. 
The key assumptions for the value in use calcu-
lations are those regarding the discount rates, 
growth rates and expected changes to contrac-
tual revenue and direct costs during the period. 
Management estimates discount rates using 
pre-tax rates that reflect current market assess-
ments of the time value of money and the risks 
specific to the CGUs.
The unit cash flows were discounted using 
a pre-tax discount rate of 11.5% (2014: 11.5%) 
which the Directors believe adequately reflects 
current market assessment in respect of both 
the time value of money and the risk specific to 
each CGU. This discount factor was considered to 
be appropriate for all the units, given their geog-
raphy and market sector. 
The Group has conducted a sensitivity analy-
sis on the impairment test of each CGU’s carrying 
value. A decline of 15% to cash flows, or an in-
crease in the discount rate to 17% would result 
in the carrying value of goodwill being reduced 
to its recoverable amount.
The Group prepares cash flow forecasts 
derived from the most recent financial budgets 
approved by management for the next five years 
and extrapolates cash flows for the following 
five years based on an estimated growth rate 
of 0% (2014: 0%). This rate does not exceed the 
average long-term growth rate for the relevant 
markets.
As a consequence, the Directors do not con-
sider any need for impairment to Goodwill as at 
31 December 2015.
10.
60
TLA Worldwide PLC / Annual Report 2015     OTHER INTANGIBLE ASSETS
Client contracts 
($000)
Customer  
relationships 
($000)
Total 
($000)
COST
At 1 January 2014 9,165 17,940 27,105
Purchase of intangible – 100 100
At 31 December 2014 9,165 18,040 27,205
Purchase of intangible 100 100
Acquired on acquisition of subsidiary 1,094 822 1,916
Foreign exchange movement (49) (57) (106)
At 31 December 2015 10,210 18,905 29,115
ACCUMULATED AMORTISATION
At 1 January 2014 (4,963) (4,754) (9,717)
Charge for the year (1,599) (3,085) (4,684)
At 31 December 2014 (6,562) (7,839) (14,401)
Charge for the year (2,213) (3,479) (5,692)
At 31 December 2015 (8,775) (11,318) (20,093)
CARRYING AMOUNT
At 31 December 2014 2,603 10,201 12,804
At 31 December 2015 1,435 7,587 9,022
PROPERTY PLANT AND EQUIPMENT
Fixtures and fittings 
($000)
COST
At 1 January 2014 225
Additions 36
At 31 December 2014 261
Additions 76
Acquisition of subsidiary 285
At 31 December 2015 622
ACCUMULATED DEPRECIATION
At 1 January 2014 (42)
Charge for year (60)
At 31 December 2014 (102)
Charge for year (145)
At 31 December 2015 (247)
CARRYING AMOUNT
At 31 December 2014 159
At 31 December 2015 375
11.
12.
61 2015 
($000)
2014
 ($000)
Trade receivables 15,690 8,639
Other debtors 3,081 1,952
Prepayments 2,231 1,936
21,002 12,527
2015
 ($000)
2014
 ($000)
0–30 days 8,781 4,897
30–60 days 2,836 631
60–90 days 1,455 402
> 90 days 3,534 2,946
Provision for irrecoverable trade receivables (916) (237)
Total 15,690 8,639
TRADE AND OTHER RECEIVABLES
Trade receivables
Amounts receivable from trade customers are 
non-interest bearing and have difference pay-
ment terms depending on the contractual or 
other arrangements with customers, although 
generally terms are 30–60 days.
Trade receivables disclosed above include 
amounts (see below for aged analysis) which 
are past due at the reporting date. The average 
age of these receivables is 60 days (2014: 63 
days). 
The table below sets out the aging of the 
Group’s trade receivables. The Directors consider 
amounts over 60 days, net of provisions, to be 
past due but not impaired.
The Group’s trade receivables are stated after allowance for bad and doubtful debts. This allowance 
has been determined by considering specific doubtful balances and are analysed as follows:
($000)
At 1 January 2014 –
Charges to operating expenses 237
At 31 December 2014 237
Charges to operating expenses 679
At 31 December 2015 916
The provision for irrecoverable trade receivables 
relates to debts that are past due and impaired.
In determining the recoverability of a trade 
receivable the Group considers any change in 
the credit quality of the trade receivable from 
the date credit was initially granted up to the 
reporting date. The concentration of credit risk 
is limited due to the customer base being large 
and unrelated.
The Directors have considered the material 
receivables that are past due dates with senior 
management directly responsible for those 
relationships. On the basis of these discussions 
and the credit control procedures in place the 
Directors consider that these receivables are 
recoverable. The Directors consider that the car-
rying amount of trade and other receivables is 
approximately equal to their fair value.
13.
62
TLA Worldwide PLC / Annual Report 2015     TRADE AND OTHER PAYABLES
2015
 ($000)
2014
 ($000)
Amounts payable to providers of services 2,435 2,332
Accruals and other amounts payable 8,686 2,118
Current taxes payable 1,662 953
12,783 5,403
TOTAL TRADE AND OTHER PAYABLES
Amount due for settlement within 12 months 12,783 4,653
Amount due for settlement after 12 months – 750
12,783 5,403
2015
 ($000)
2014
 ($000)
SECURED AT AMORTISED COST
Bank loans 18,401 6,000
Revolving credit facilities 4,653 6,550
Debt costs amortised over the life of the facility (303) (104)
22,751 12,446
TOTAL BORROWINGS
Amount due for settlement within 12 months 2,500 7,546
Amount due for settlement after 12 months 20,251 4,900
22,751 12,446
Amounts payable to providers of services and ac-
cruals principally comprise amounts outstanding 
for trade purchases, ongoing costs and $1.0 mil-
lion (2014: $0.75million) being 4 years’ accrual 
for the 5 years’ loyalty bonus in respect of the 
Agency acquisition. The average credit period 
taken for trade purchases is 38 days (2014: 41 
days). For most suppliers no interest is charged 
on the trade payables for the first 30 days from 
the date of the invoice. Thereafter, interest is 
charged on the outstanding balances at vari-
ous interest rates. The Group has financial risk 
management policies in place to ensure that all 
payables are paid within the pre-agreed credit 
terms.
The Directors consider that the carrying 
amount of trade payables approximates to their 
fair value.
BORROWINGS
A new loan facility of $35 million was secured 
in the year as part of the ESP acquisition. All 
borrowings are denominated in US dollars. The 
other principal features of the Company’s bor-
rowings are as follows:
› interest is charged at 2.25% above US LIBOR;
› the facilities are secured against trade receiv-
ables and contracted revenue;
› the loan repayments are made quarterly over 
the life of the loan plus a final bullet repay-
ment; and
› the facilities are renewable in March 2020.
14.
15.
63 DERIVATIVE FINANCIAL INSTRUMENTS
2015
 ($000)
2014
 ($000)
Interest Rate Swap 14 27
14 27
On 30 June 2015 the Group entered into an inter -
est rate swap of 1.9% for the period 30 June 2015 
to 4 March 2020 for 50% of the outstanding bal-
ance of it $20 million term loan facility.
The swap is a hedge of the interest rate ex-
penses relating to the Group loans. The contract 
was marked to market on 31 December 2015 and 
had a fair value liability of $14,000 (31 December 
2014: $27,000). 
2015
 ($000)
2014
 ($000)
Within 6 months 58 22
In 6 to 12 months 46 29
1 to 5 years 125 57
DEFERRED CONSIDERATION
Under the terms of the acquisition agreements in relation to Agency, Legacy, PEG and ESP the 
Company has obligations to the vendors of those businesses as set out below:
2015
 ($000)
2014
 ($000)
Payable in less than one year 1,600 2,591
Payable in one to two years 2,282 2,445
Payable in two to five years 8,484 7,515
Impact of discounting on provisions payable in cash (1,661) (997)
Total deferred consideration payable 10,705 11,544
During the year the Company issued $1,311,300 
(2014: Nil) consideration shares to the vendors 
of PEG (see note 19). 
The cash deferred consideration requires the 
conversion into cash of the EBIT underlying the 
earn-out payment prior to its payment date. To 
the extent this has not been achieved the earn-
out is reduced by the cash shortfall. 
The Group has estimated the fair value of this 
liability based on the anticipated future EBIT of 
each underlying business. This value has then 
been discounted back to present value using 
the Group’s weighted average cost of capital of 
5.22%. 
The Group has the option to settle 30% of 
the $6,298,000 payable to PEG in shares in 
TLA (NY) Inc. In accordance with the terms of 
the exchange Agreement, these shares can be 
exchanged for Ordinary Shares in the capital of 
TLA Worldwide plc at any time at the option of 
the vendors. These payments are made annually 
for the next two years.
16.
17.
The interest rate swap’s contractual maturity is summarised below:
64
TLA Worldwide PLC / Annual Report 2015     Deferred consideration  
($000)
At 1 January 2014 12,365
Transfer to accruals (250)
Settlement of deferred consideration (1,825)
Movement in fair value 386
Unwinding of discount 878
At 31 December 2014 11,554
Settlement of deferred consideration (2,591)
Additional deferred consideration 3,291
Movement in fair value (2,006)
Unwinding of discount 680
Foreign exchange movement (223)
At 31 December 2015 10,705
OPERATING LEASES
The Group’s future minimum operating lease payments are as follows:
2015
 ($000)
2014
 ($000)
Within one year 1,021 800
In the second to fifth years inclusive 1,329 1,739
2,350 2,539
The above represents a number of office premises. During the year $1.3 million (2015: $0.7 million) 
was recognised as an expense in the income statement.
SHARE CAPITAL 
The issued share capital of the Company and the changes during the year can be summarised as follows:
Nominal  
value (£)
Nominal  
value ($) Number
Balance at 1 January 2014 1,753,184 2,746,597 87,659,176
Issued on 23 April 2014 at 20.00p per share 249,697 391,600 12,484,856
Issued on 12 May 2014 at 30.90p per share 728 1,255 36,374
Issued on 22 May 2014 at 20.00p per share 446,343 700,000 22,317,159
Balance at 31 December 2014 2,449,952 3,839,423 122,497,565
Issued on 19 March 2015 43.36p per share 78,796 116,066 3,939,800
Issued on 30 April 2015 at 42.75p per share 192,946 296,752 9,647,307
Issued on 5 October 2015 at 25.26p per share 64,521 98,071 3,226,029
Issued on 5 October 2015 at 59.50p per share 72,972 110,918 3,648,624
Balance at 31 December 2015 2,859,187 4,461,230 142,959,325
18.
19.
65 On 19 March 2015 the Company issue 3,939,800 
shares at a price of 43.36p per share, as part 
consideration for the acquisition of the assets 
and business of ESP. On 30 April the Company 
issued 9,647,307 at a price of 42.75p per share 
in respect of the Group’s LTIP after the 40p share 
price hurdle had been achieved. On the 5 October 
the Company issued the deferred consideration 
shares to the vendors of PEG. 3,226,029 shares 
were issued to the PEG vendors at a share price 
of 25.26p, as set out in the acquisition agreement 
with the PEG Vendors. Also on 5 October the 
Company issued 3,648,624 at a price of 59.5p per 
share in respect of the Group’s LTIP after the 50p 
share price hurdle had been.
The Company has one class of ordinary 
shares, which carry no right to fixed income.
EQUITY
The Share Premium arises from capital raised 
through the issue of ordinary shares to the ex-
tent that the nominal value is exceeded by the 
proceeds of the issue.
Shares to be issued reflects deferred consid-
eration payable in respect to acquisitions. This 
issue is not contingent on any future event and 
is therefore considered an equity item (see note 
17). 
The Employee share reserve arises on the 
issue of shares under the Group’s LTIP scheme.
GROUP COMPANIES
The companies (all of which are wholly owned  
either directly or indirectly by TLA Worldwide 
PLC unless otherwise stated) in the Group are:
› TLA Acquisitions Limited, registered in 
England and Wales, acts as an intermediate 
holding company;
› TLA Acquisitions number two Limited, regis-
tered in England and Wales, acts as an inter-
mediate holding company;
› TLA-ESP Ltd, registered in England and 
Wales, undertakes the business of Athlete 
Representation and Sports Marketing;
› The Legacy Agency Pty Ltd, incorporated 
under the laws of Victoria, Australia, under-
takes the business of Athlete Representation 
and Sports Marketing;
› TLA-ESP Pty Ltd, incorporated under the laws 
of Victoria, Australia, undertakes the busi-
ness of Athlete Representation and Sports 
Marketing;
› The Legacy Agency Australia Pty Ltd, incor-
porated under the laws of Victoria, Australia, 
undertakes the business of Sports Marketing;
› The Legacy Agency Inc., incorporated under 
the laws of Delaware, United States of 
America, undertakes the business of Athlete 
Representation and Sports Marketing;
› TLA Americas Inc., incorporated under 
the laws of Delaware, United States of 
America, undertakes the business of Athlete 
Representation and Sports Marketing; and
› The Legacy Agency (NY) Inc. Incorporated 
under the laws of Delaware, United States of 
America, undertakes the business of Athlete 
Representation and Sports Marketing. 
20.
21.
66
TLA Worldwide PLC / Annual Report 2015     NOTES OF CASH FLOW STATEMENT 
Year ended  
31 December 2015 
($000)
Year ended  
31 December 2014 
($000)
Operating profit for the year 4,411 1,704
ADJUSTMENTS FOR
Amortisation of intangible assets 5,692 4,684
Depreciation of tangible assets 145 60
Share based payment charges 3,409 1,422
Fair value movement on valuation of deferred 
consideration
(2,006) 387
Operating cash flows before movements  
in working capital
11,651 8,257
Increase in inventory (86) –
Increase in receivables (3,466) (5,064)
Increase in payables (2,471) 1,531
Cash generated by operations 5,628 4,724
Income taxes paid (2,335) (995)
Other non-cash movements (1,251) (749)
Net cash from operating activities 2,042 2,980
Cash and cash equivalents
Cash and bank balances 6,312 5,857 
1 January
2015 
($000)
Cash  
flow
($000)
Non-cash  
movements 
($000)
31 December
2015
($000)
Cash and bank balances 5,857 596 (141) 6,312
Borrowings (12,446) (10,141) (164) (22,751)
Net debt (6,589) (9,545) (305) (16,439)
Cash and cash equivalents comprise cash and 
short-term bank deposits with an original matu-
rity of three months or less. The carrying amount 
of these assets is approximately equal to their 
fair value.
Cash and cash equivalents comprise cash and 
short-term bank deposits with an original matu-
rity of three months or less. The carrying amount 
of these assets is approximately equal to their 
fair value.
The Group’s net debt has moved as follows during the year:
CAPITAL COMMITMENTS
The Group had no commitments to purchase property, plant and equipment (2014: none).
22.
23.
67 CRITICAL ACCOUNTING JUDGEMENTS  
AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of financial information in con-
formity with IFRS requires the Group to make 
certain judgements, estimates and assump-
tions about the carrying amounts of assets and 
liabilities that are not readily apparent from 
other sources. These estimates and associated 
assumptions are based on historical experience 
and other factors that are considered to be rel-
evant. Actual results may differ from these esti-
mates under different assumptions or conditions.
The estimates and underlying assumptions 
are reviewed on an ongoing basis. Revisions to 
accounting estimates are recognised in the peri-
od in which the estimate is revised if the revision 
affects only that period or in the period of the 
revision and future periods if the revision affects 
both current and future periods. The Directors 
consider that the most significant area of ac-
counting estimate relates to trade receivables, 
where clients have not settled in accordance 
with standard terms and conditions, and, the 
Directors have evaluated each balance receiv-
able and made provisions for doubtful debts 
where appropriate, in accordance with experi-
ence of the normal basis on which such balances 
are settled.
Critical judgements in applying  
the group's accounting policies
The following are the critical judgements, apart 
from those involving estimations (which are 
dealt with separately below), that the Directors 
have made in the process of applying the Group’s 
accounting policies and that have the most 
significant effect on the amounts recognised in 
financial statements.
Impairment of goodwill
The carrying amount of goodwill is $40.2 million. 
The Directors are confident that the carrying 
amount of goodwill is fairly stated, and have car-
ried out an impairment review (note 10).
Other intangible assets
The valuation of client relationships and client 
contracts is based on key assumptions, which 
the Directors have assessed, and are satisfied 
that the carrying value of these assets is fairly 
stated (see note 11). An impairment review has 
been carried out.
Fair value on acquisition
On acquisition management are required by 
IFRS3 to assess the fair value of assets and 
liabilities acquired. These assets and liabilities 
are often held at historical cost, which in some 
instances does not equal fair value. The Directors 
have assessed the fair value of assets and liabili-
ties in respect of the acquisition of the trade and 
certain assets. 
Key sources of estimation uncertainty
The key assumptions concerning the future, and 
other key sources of estimation uncertainty at 
the reporting period, that may have a significant 
risk of causing a material adjustment to the car-
rying amounts of assets and liabilities within the 
next financial year, are discussed below.
Deferred consideration
The Directors have provided an estimate of the 
amount payable in respect of deferred contin-
gent consideration. The valuation of this liability 
is based on future earnings of each acquired 
business. Management apply judgement in es-
timating the anticipated future cash flows and 
subsequent amounts payable. See note 17.
Trade receivables 
The Group’s customers include athletes, talent 
and large corporations. Whilst dependant on its 
most high profile clients the board believe that 
it has structures in place to mitigate the risk of 
non-payment. In addition the regulatory frame-
work around Major League Baseball in particular 
underpins this confidence. Historically there 
have been few instances of non-payment with 
late payers settling outstanding balances in an 
acceptable time frame. The enlarged group has 
over 884 clients which spread the risk going for-
ward. It is a focus of the Board to closely monitor 
receivables as part of its KPIs.
24.
68
TLA Worldwide PLC / Annual Report 2015     FINANCIAL RISK MANAGEMENT OBJECTIVES 
Capital risk management
The Group manages its capital to ensure that 
entities in the Group will be able to continue as 
going concern while maximising the return to 
shareholders through the optimisation of the 
debt and equity balance. The Group’s overall 
strategy remains unchanged from 2014.
The capital structure of the Group consists 
of net debt, which includes the borrowings dis-
closed in note 15 after deducting cash and cash 
equivalents, and equity attributable to equity 
holders of the parent, comprising issued capital, 
reserves and retained earnings as disclosed in 
the statement of changes in equity. 
The Group is not subject to any externally 
imposed capital requirements.
Debt is defined as long and short-term bor-
rowings (excluding derivatives) as detailed in 
note 15.
Equity includes all capital and reserves of the 
Group that are managed as capital.
Significant accounting policies
Details of the significant accounting policies 
and methods adopted (including the criteria for 
recognition, the basis of measurement and the 
bases for recognition of income and expenses) 
for each class of financial asset, financial liabil-
ity and equity instrument are disclosed within 
the principal accounting policies section of  
this report.
Categories of financial instruments
Financial liabilities and assets included in the balance sheet are as follows:
2015
 ($000)
2014
 ($000)
FINANCIAL ASSETS
Cash and bank balances 6,312 5,857
Trade receivables 15,690 8,639
Other debtors 5,312 3,888
27,314 18,384
FINANCIAL LIABILITIES
Borrowings 22,751 12,446
Deferred consideration 10,705 11,554
Derivative financial instruments 14 27
Trade payables 2,435 2,332
Accruals and other amounts payable 8,686 2,118
Current tax payable 1,662 953
46,253 29,430
All of the Group’s financial assets and liabilities, 
excluding derivative financial instruments, are 
held at amortised cost. The Directors are of the 
opinion that there is no material difference be-
tween the book value and the fair value of any of 
these assets or liabilities.
The Group’s international operations expose 
it to a number of risks that include the effect 
of changes in foreign currency exchange rates, 
credit, and interest rates. As the majority of 
income and expenditure is in USD the main 
exchange risk is translational in effect to the 
earnings and dividends granted, when related to 
the share price in GBP. The Group holds external 
credit, which is discussed below.
25.
69 Interest rate risk
The Group finances its activities through a mix-
ture of retained cash, operating cash flow, bank 
debt and equity finance. The Group monitors 
its exposure to interest rate risk in association 
with the bank debt and when investing its cash 
resources and has taken the decision to fix the 
50% of its outstanding term loan facility at 1.9% 
for period to 4 March 2020. Given this interest 
rate swap, interest rate fluctuations are not cur-
rently seen as sensitivity.
Credit risk
The Group’s customers include athletes, talent 
and large corporations. Whilst dependant on it 
most high profile clients the Board believe that 
it has structures in place to mitigate the risk of 
non-payment. In addition, the regulatory frame-
work around Major League Baseball in particular 
underpins this confidence. Historically there 
have been few instances of non-payment with 
late payers settling outstanding balances in an 
acceptable time frame. The enlarged group has 
over 840 clients which spread the risk going for-
ward. It is a focus of the Board to closely monitor 
receivables as part of its KPIs.
Liquidity risk
The Group has continued to maintain positive 
cash resources well above working capital re-
quirements, providing a strong balance sheet 
visible to the Group’s customer base, but also en-
suring sufficient available funds for operations, 
potential expansion or the potential financing of 
small acquisitions.
The following tables detail the Group’s re-
maining contractual maturity for its non-deriv-
ative financial liabilities with agreed repayment 
periods. The tables have been drawn up based 
on the undiscounted cash flows of financial lia-
bilities based on the earliest date on which the 
Group can be required to pay.
0–3 months
3 months  
to 1 year 1–5 years
Impact of 
discounting Total
31 DECEMBER 2015
Borrowings 625 1,875 20,614 (363) 22,751
Deferred consideration 1,600 – 10,766 (1,661) 10,705
Trade payables 2,435 – – – 2,435
Accruals 7,686 1,000 – – 8,686
Current tax payable – 1,662 – – 1,662
Financial derivatives – – 14 – 14
12,346 4,537 31,394 (2,024) 46,253
31 DECEMBER 2014
Borrowings 250 750 11,550 (104) 12,446
Deferred consideration 2,591 – 9,960 (997) 11,554
Trade payables 2,332 – – – 2,332
Accruals 1,360 – 758 – 2,118
Current tax – 953 – – 953
Financial derivatives – – 27 – 27
6,533 1,703 22,295 (1,101) 29,430
70
TLA Worldwide PLC / Annual Report 2015     Currency risk
The Group is exposed to currency risk on foreign currency trading and the Group’s exposure to curren-
cy risk at the year-end can be illustrated by the following:
31 December 2015  
EBITDA
$000’s
10% weaken of AUD (against US $) (247)
10% weaken of GBP (against US $) (36)
A strengthen would broadly have the opposite effect.
SHARE BASED PAYMENTS
Equity-settled share option scheme
In December 2013 the Company entered into a 
Long Term Incentive Scheme (“LTIP”) for cer-
tain employees of the Group. The first award 
under the LTIP was split into three tranches, 
exercisable when the share price reaches 
an average of £0.40, £0.50 and £0.60 for a 
three-month period respectively. The period 
for vesting of this award is five years from the 
Company’s IPO date of 8 December 2011. If the 
award remains unexercised after this period 
they expire. The award is forfeited if the em-
ployee leaves the Group before the award vests.  
In September 2015 a second award under 
the LTIP was made. This was also split into three 
tranches, exercisable when the share price 
reaches an average of £0.60, £0.70 and £0.80 for 
a three-month period respectively. The period 
for vesting of this award is two years from 30 
September 2015. If the award remains unexer -
cised after this period they expire. The award is 
forfeited if the employee leaves the Group before 
the award vests. 
Details of the LTIP awards outstanding during the year are as follows.
No. of share options
At 1 January 2014 15,893,752
Granted during the year 12,000,000
Forfeited during the year –
Exercised during the year (13,295,931)
Expired during the year –
Outstanding at 31 December 2015 14,597,821
Exercisable at the end of the year –
26.
71 The awards outstanding at 31 December 2015 
had an exercise price of between £0.01 and £0.03 
and a weighted average remaining contractual 
life of 18 months. The aggregate of the estimated 
fair values of the first award is $1.79 million and 
the fair values of the second award is $4.55 mil-
lion. The inputs into the Monte Carlo model, as at 
the date of the LTIP being entered into, prior to 
the date of are as follows:
First Award 2015 2014
Weighted average exercise price £0.01–£0.03 £0.01
Expected volatility 15.9–30% 30.0%
Expected life 2–3 years 3 years
Risk-free rate 2.5–4.3% 4.3%
The group recognised total expenses of $1.29 
million (2014: $581,000) related to equity-set -
tled share-based payment transactions.
If the first award hurdle of £0.40 under the 
LTIP did not vest during the five-year period on 
the expiry of the LTIP an option over 5,998,683 
shares of the Company had been granted to the 
founders at an exercise price of 1p if satisfied by 
existing shares or 2p if satisfied by new shares 
As the £0.40 tranche under the first award has 
vested during the year the option automatically 
expired.
The group recognised total expenses of $1.02 
million (2014: $0.84 million) related to equi-
ty-settled share-based payment transactions.
ACQUISITIONS 
Elite Sports Properties ("ESP")
On 19 March 2015 the Group acquired the trade, 
assets and certain liabilities of Elite Sports 
Properties Holdings Pty Ltd, an Australian ath-
lete representation and sports marketing compa-
ny, and 55% of the share capital of Elite Sports 
Properties Merchandise Pty Limited (together 
“ESP”), for a total maximum consideration of 
AUD25.5 million payable over five years. Under 
the terms of the deal, the Group is paying up 
to AUD25.5 million for ESP, comprising an ini-
tial consideration of AUD13.5 million, of which 
AUD10.1 million is in cash and the balance by 
way of the issue of 3,939,800 ordinary shares 
of 2p each in TLA (“Shares”). The Shares were 
priced at 43.36p each, being the average closing 
market price over the seven days prior to com-
pletion of the deal. The further consideration of 
up to AUD12 million, of which half is payable on 
certain performance conditions being achieved 
for the three years ending 31 December 2017 and 
the balance subject to certain performance con-
ditions being achieved for the five years ending 
31 December 2019. Future earn out payments 
will be satisfied 75% cash and 25% in shares. The 
Group has an option to acquire the 45% of the 
equity of Elite Sports Properties Merchandise 
Pty Limited that it does not own from the first 
anniversary of acquisition.
ESP contributed $19.1 million to revenue; $9.7 
million to operating income; and $1.5 million 
to profit before tax for the period between the 
date of acquisition and the year end. Acquisition 
related costs (included in administrative ex-
penses and exceptional costs) amounted to  
$0.79 million.
27.
72
TLA Worldwide PLC / Annual Report 2015     The carrying value and the fair value of the net assets of the acquisition were as follows:
*Converted at AUD/USD rate of 0.7797
The accounting policy alignment related to align-
ing ESP revenue recognition to that of the Group.
Fair value adjustments primarily comprise 
of recognition of intangibles fixed assets and 
associated deferred tax, together with certain 
adjustments to working capital items.
The goodwill is attributable to the work 
force, expected synergies and other intangible 
assets which do not qualify for separate recog-
nition. None of the goodwill is expected to be tax 
deductible.
The fair value of the 3,939,800 ordinary 
shares issued as part of the consideration was 
AUD3.66 million was determined by the amount 
of shares issued multiplied by the share price on 
the day of the transaction exchanged to AUD on 
the same day. 
The contingent consideration payable is 
based on the average EBIT for 3 years and the 5 
years ending 31 December 2017 and 31 December 
2019. The future potential range of the discount -
ed payment that the Group will have to make 
under the contingent consideration arrangement 
is between AUD nil and AUD 12 million. The fair 
value of the of the contingent consideration ar-
rangement of AUD 4.4 million is based current 
forecast performance of ESP over the period to 
31 December 2019.
AUD 000’s USD 000’s
Book Value
Fair value 
adjustment
Accounting 
policy 
Fair value at 
acquisition
Fair value at 
acquisition*
Intangible fixed assets – 2,458 – 2,458 1,916 
Goodwill on balance sheet 250 (250) – – –
Deferred tax asset 120 598 – 718 560 
Property, plant and equipment 365 – – 365 285 
Inventory 308 (268) – 40 31 
Trade receivables and other 
current assets
6,959 (25) – 6,934 5,407 
Cash at bank 1,916 – – 1,916 1,494 
Trade payables and other 
current liabilities 
(10,701) (631) (1,209) (12,541) (9,779)
Deferred tax liabilities – (695) – (695) (542)
Net assets (783) 1,187 (1,209) (805) (628)
Non–Controlling Interests 288 
Goodwill 14,062 
Net assets acquired 13,722 
SATISFIED BY
Cash consideration 7,912 
Equity in parent company 2,519 
Deferred consideration payable 3,291 
Fair value of consideration 13,722 
Cash consideration 7,912 
Less cash and cash equivalent 
balances acquired
(1,494)
Cash outflow on acquisition 6,418 
73 NON-CONTROLLING INTEREST 
Summarised financial information in respect of each of the Group’s subsidiaries that has material 
non-controlling interests is set out below. The summarised financial information below represents 
amounts before intragroup eliminations.
Elite Sports Property Merchandise Pty
SUMMARY BALANCE SHEET
2015
$000
Current assets 3,439
Non-current assets 1,845
Current liabilities (4,401)
Net Assets 883
Equity attributable to owners of the Company 749 
Non-controlling interests 134
SUMMARY INCOME STATEMENT
Revenue 11,803
Total Expenses (including cost of sales) (10,894)
Profit for the year 909
OTHER COMPREHENSIVE INCOME
Profit attributable to owners of the Company 500
Profit attributable to non-controlling interests 409
Profit for the year 909
Profit attributable to non-controlling interest 409
Exchange translation difference on non-controlling interest 13
Total other comprehensive income attributable to non-controlling interest 422
RELATED PARTIES 
Scott Parker is deemed to be a related party as 
a beneficiary of the agreement relating to the 
acquisition of LS Legacy Sports LLC. As at 31 
December 2015 he owes $82,797 to the Company 
(2014: nil).
Scott Parker and Brian Peters are deemed 
to be a related party as a beneficiary of the 
agreement relating to the acquisition of LS 
Legacy Sports LLC. As at 31 December 2015 the 
jointly owes $50,000 (2014: nil) to the Company 
This will be repaid from future earn-out 
consideration.
Jordan Bazant is deemed to be a related 
party as a beneficiary of the agreement relat-
ing to the acquisition of Goal Marketing, LLC, 
Goal Marketing II, LLC and the Agency Sports 
Management. As at 31 December 2015 he owes 
$121,000 to the Company (2014: nil). 
28.
29.
74
TLA Worldwide PLC / Annual Report 2015     Note
31 December 2015  
($000)
31 December 2014 
($000)
FIXED ASSETS
Investments 2 26,327 16,553
Loan to subsidiary undertakings 25,676 21,077
52,003 37,630
CURRENT ASSETS
Debtors: Amounts falling due within one year 3 – 942
Cash at bank and in hand 1,337 835
1,337 1,777
Creditors: Amounts falling due within one year 4 (226) (372)
Net current assets 1,111 1,405
Total assets less current liabilities 53,114 39,035
Net assets 53,114 39,035
CAPITAL AND RESERVES
Called-up Share Capital 5 4,461 3,839
Share Premium account 6 46,079 33,303
Shares to be issued 6 – 1,311
Profit and loss account 6 685 398
Foreign currency reserve 1,889 184
Shareholders’ funds 53,114 39,035
These financial statements of TLA Worldwide plc, registration number 7741649, were approved by the 
Board of Directors’ and authorised for issue on 11 April 2016. They are signed on its behalf by Donald 
Malter, Chief Financial Officer. 
TL A W ORLD WIDE PL C
Company  
Balance Sheet
Donald Malter
Group Chief Financial Officer 
11 April 2016 
31 December 2015
75 ACCOUNTING POLICIES
Basis of preparation
The Company meets the definition of a qualifying 
entity under Financial Reporting Standard (FRS 
101) ‘Reduced Disclosure Framework’ issued by 
the Financial Reporting Council. Accordingly, in 
the year ended 31 December 2015 the Company 
has changed its accounting framework from 
pre-2015 UK GAAP to FRS 101 and has, in doing 
so, applied the requirements of IFRS 1.6-33 and 
related appendices. These financial statements 
have been prepared in accordance with FRS 101. 
In preparing the opening and subsequent FRS 
101 Balance Sheet no conversion adjustments 
were required from UK GAAP. 
As the Company previously applied the FRS 1 ex -
emption from presenting a Cash Flow Statement 
under UK GAAP, no cash flow has been provided.
As permitted by Section 408 of the 
Companies Act 2006, the Company has elected 
not to present its own profit and loss account for 
the year. The Company’s profit and loss account 
was approved by the Board on 11 April 2016. The 
Company reported a profit for the year ended 31 
December 2015 of $2.0 million.
The principal accounting policies of the 
Company are set out below. 
Investments
Fixed asset investments are shown at cost, less 
provision for impairment.
Classification of financial instruments 
issued by the Company
Financial instruments issued by the Company 
are treated as equity (i.e. forming part of share-
holders’ funds) only to the extent that they meet 
the following two conditions:
 � They include no contractual obligations 
upon the Company to deliver cash or other 
financial assets or exchange financial assets 
or financial liabilities with another party 
under conditions that are potentially unfa-
vourable to the Company; and
 � Where the instrument will or may be settled 
in the Company’s equity instruments, it is 
either a non-derivative that includes no ob-
ligation to deliver a variable number of the 
Company’s own equity instruments or is a 
derivative that will be settled by the Company 
exchanging a fixed amount of cash or other 
financial assets for a fixed number of its own 
equity instruments.
To the extent that this definition is not met, 
the proceeds of issue are classified as financial 
liability. Where the instruments for call up share 
capital and share premium account excludes 
amounts in relation to those shares.
Finance payments associated with financial 
liabilities are dealt with as part with as part of 
finance expenses. Finance payments associated 
with financial instruments that are classified in 
equity are dividends and are recorded directly in 
equity.
Taxation
Tax on the profit or loss for the year comprises 
current and deferred tax. Tax is recognised in the 
profit and loss account except to the extent that 
it relates to items recognised directly in equity in 
which case it is recognised in equity.
Current tax is the expected on all tax payable 
on the taxable income for the year, using tax 
rates enacted or subsequently enacted at the 
balance sheet date, and any adjustment to tax 
payable in respect of the previous year.
Deferred tax is recognised on all timing dif-
ference where the transactions or events that 
give the Company an obligation to pay more tax 
in the future, or a right to pay less in the future, 
have occurred by the balance sheet date.
Notes to the Parent Company 
Financial Statements 
1.
76
TLA Worldwide PLC / Annual Report 2015     have occurred by the balance sheet date. 
Deferred tax assets are recognised when it is 
more likely than not that they will be recovered. 
Deferred tax is measured using rates of tax that 
have been enacted or subsequently enacted by 
the balance sheet date.
Foreign currency
Transactions in foreign currencies are recorded 
at the rate of exchange at the date of the trans-
action or, if hedged, at the forward contract rate. 
Monetary assets and liabilities denominated in 
foreign currencies at the balance sheet date are 
reported at the rates of exchange prevailing at that 
date or , if appropriate, at the forward contract rate.
Class of 
share By parent By Group Nature of Business
TLA Acquisitions Limited Ordinary 100% 100% intermediate holding company
TLA–ESP Limited Ordinary – 100%
undertakes the business of Athlete 
Management and sports marketing
TLA–ESP Pty Ltd Ordinary – 100%
undertakes the business of Athlete 
Management and sports marketing
The Legacy Agency Australia Pty Ltd Ordinary – 100%
undertakes the business of Sports 
Marketing
The Legacy Agency Pty Ltd Ordinary – 100%
undertakes the business of Athlete 
Management and sportsmarketing
The Legacy Agency Inc. Ordinary – 100%
undertakes the business of Athlete 
Management and sports marketing
TLA Acquisitions (number two) Limited Ordinary – 100% intermediate holding company
TLA Americas Inc. Ordinary – 100% intermediate holding company
The Legacy Agency (NY) Inc. Ordinary – 100%
undertakes the business of Athlete 
Management
FIXED ASSETS INVESTMENTS (CONTINUED)
At 31 December 2015 the Company held either directly or indirectly, 20% or more of the allotted share 
capital of the following companies:
DEBTORS
AMOUNTS FALLING DUE WITHIN ONE YEAR
2015  
($000)
2014 
 ($000)
Other debtors – 942
– 942
$000
At 31 December 2014 16,553
Additions 9,774
31 December 2015 26,327
FIXED ASSETS INVESTMENTS 2.
3.
4.
77 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2015  
($000)
2014  
($000)
Trade creditors – 165
Accruals and deferred income 147 207
Tax payable 79 –
226 372
CALLED-UP SHARE CAPITAL
The issued share capital of the Company and the changes during the year can be summarised  
as follows:
Nominal value (£) Nominal value ($) Number
Balance at 1 January 2014 1,753,184 2,746,597 87,599,176
Issued on 23 April 2014 at 20p per share 249,697 391,600 12,484,856
Issued on 12 May 2014 at 30.9p per share 728 1,226 36,374
Issued on 22 May 2014 at 20p per share 446,343 700,000 22,317,159
Balance at 31 December 2014 2,449,952 3,839,423 122,437,565
Issued on 19 March 2015 43.36p per share 78,796 116,066 3,939,800
Issued on 30 April 2015 at 42.75p per share 192,946 296,752 9,647,307
Issued on 5 October 2015 at 25.26p per share 64,521 98,071 3,226,029
Issued on 5 October 2015 at 59.5 per share 72,972 110,918 3,648,624
Balance at 31 December 2015 2,859,187 4,461,230 142,959,325
RESERVES AND RECONCILIATION OF SHAREHOLDERS FUNDS
Share 
capital 
($000)
Share 
premium 
($000)
Shares to 
be issued 
($000)
Foreign 
currency 
reserve 
($000)
Retained 
earnings 
($000)
Total 
($000)
Balance at 1 January December 2014 2,747 23,461 12,177 1,622 317 40,324
Total comprehensive income for the year – – – (1,438) 1,496 58
Equity issued during the year 1,092 9,842 (10,866) – – 68
Dividend paid – – – – (1,415) (1,415)
Balance at 31 December 2014 3,839 33,303 1,311 184 398 39,035
Total comprehensive income for the year – – – 1,705 1,962 3,667
Equity issued during the year 622 12,776 (1,311) – – 12,087
Dividend paid (1,675) (1,675)
Balance at 31 December 2015 4,461 46,079 – 1,889 685 53,114
5.
6.
7.
The Share Premium arises from capital raised through the issue of ordinary shares to the extent that 
the nominal value is exceeded by the proceeds of the issue.
78
TLA Worldwide PLC / Annual Report 2015     RELATED PARTIES
The Company is exempt from the requirement to FRS 8 to disclose transactions with other 100% 
members of the TLA Worldwide plc group of companies.
Transactions with other related parties are disclosed in note 24 to the consolidated  
financial statements.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Group policies are set out in note 25 to the consolidated financial statements.
AUDITOR'S REMUNERATION
Details of remuneration paid to the auditor by the Group are shown in note 6 of the consolidated 
financial statements. 
DIRECTORS AND EMPLOYEES
The average monthly number of employees was:
2015  
Number
2014  
Number
Directors 4 4
Management 1 1
5 5
Their aggregate remuneration comprised:
2015  
($000)
2014  
($000)
Wages and salaries 918 918
Social security costs 90 37
1,008 955
The USA-based directors of the Group are remunerated by TLA INC. and note 6 of the Group accounts 
set out amounts paid to key personnel.
7.
8.
9.
10.
79 TL A W ORLD WIDE PL C
Notice of Annual  
General Meeting
(the “Company”)
(Incorporated and registered in England and Wales with company number 07741649)
Notice if hereby given: 22 May 2016
NOTICE IS HEREBY GIVEN that an annual 
general meeting of the Company will be 
held at the offices of TLA Worldwide plc 
at 25th Floor, 1500 Broadway, New York, 
New York 10036, 22 June 2016 at 8.30 
a.m. for the following purposes:
ORDINARY BUSINESS
Ordinary resolutions
To consider and, if thought fit, to pass 
the following resolutions, each of 
which will be proposed as an ordinary 
resolution:
1. to receive the Company’s annual 
report and accounts for the period 
ended 31 December 2015, including 
the reports of the directors and 
auditors;
2. to approve the directors’ remunera-
tion report for the period ended 31 
December 2015;
3. to re-elect Donald Malter, who retires 
by rotation in accordance with the 
Company’s articles of association, as 
a director of the Company;
4. to re-elect Greg Genske, who retires 
by rotation in accordance with the 
Company’s articles of association, as 
a director of the Company;
5. to re-appoint Deloitte LLP as auditors 
to the Company, to hold office from 
the conclusion of this meeting until 
the conclusion of the next meeting at 
which annual report and accounts are 
laid before the Company;
6. to authorise the directors of 
the Company to determine the 
remuneration of the Company’s 
auditors;
7. to declare a final dividend of 0.8 
pence per ordinary share in respect 
of the year ended 31 December 2015;
8. that the directors of the Company be 
generally and unconditionally autho-
rised pursuant to and in accordance 
with section 551 of the Companies Act 
2006 to exercise all the powers of the 
Company to:
8.1.  allot shares in the Company 
or grant rights to subscribe 
for or to convert any security 
into shares in the Company 
(“Rights”) up to an aggre-
gate nominal amount of 
£1,906,124.33, provided that 
this authority shall, unless 
renewed, varied or revoked 
by the Company, expire at the 
end of the Company’s annual 
general meeting in 2017, save 
that the Company may, before 
such expiry, make an offer or 
agreement which would or 
might require shares to be al-
lotted or Rights to be granted 
and the directors may allot 
shares or grant Rights in pur-
suance of such offer or agree-
ment notwithstanding that the 
authority conferred by this 
resolution has expired; 
8.2. allot ordinary shares in the 
capital of the Company in ex-
change for the PEGA Deferred 
Consideration Shares (as this 
term is defined in the circu-
lar of the Company dated 17 
October 2012); and
8.3.  [allot the Earn Out Shares 
(as this term is defined in the 
business purchase agreement 
entered into between, inter 
alia, Elite Sports Properties 
Pty Ltd and the Company on 19 
March 2015)].
This authority is (i) subject to such 
exclusions or other arrangements as 
the directors may deem necessary 
or expedient in relation to fractional 
entitlements, record dates, legal or 
practical problems in or under the laws 
of any territory or the requirements of 
any regulatory body or stock exchange 
and (ii) in substitution for all previous 
authorities conferred on the directors 
in accordance with section 551 of the 
Companies Act 2006 but without preju-
dice to any allotment of shares or grant 
of Rights already made or offered or 
agreed to be made pursuant to such 
authorities.
SPECIAL BUSINESS
Special resolution
To consider and, if thought fit, to pass 
the following resolution, which will be 
proposed as a special resolution:
9. that, subject to and conditional upon 
the passing of resolution 8 set out in 
this notice, the directors be generally 
empowered to allot equity securities 
80
TLA Worldwide PLC / Annual Report 2014  (as defined in section 560 of the 
Companies Act 2006) pursuant to the 
authority conferred by resolution 9 
as if section 561(1) of the Companies 
Act 2006 did not apply to any such 
allotment, provided that this power 
shall:
9.1. be limited to:
9.1.1. the allotment of equity 
securities in connection 
with an offer of equity 
securities:
 (a)  to the holders of or-
dinary shares in pro-
portion (as nearly as 
may be practicable) 
to their respective 
holdings; and
 (b)  to holders of other 
equity securities 
as required by the 
rights of those se-
curities or as the 
directors otherwise 
consider necessary;
9.1.2. the allotment of equity 
securities (otherwise 
than pursuant to para-
graph 10.1.1 above) up 
to an aggregate nominal 
amount of £285,919; 
9.1.3. the allotment of ordi-
nary shares in the cap-
ital of the Company in 
exchange for the PEGA 
Deferred Consideration 
Shares (as this term is 
defined in the circular 
of the Company dated 17 
October 2012); and 
9.1.4. [the allotment of the 
Earn Out Shares (as 
this term is defined in 
the business purchase 
agreement entered into 
between, inter alia, Elite 
Sports Properties Pty 
Ltd and the Company on 
19 March 2015)].
9.2. be subject to such exclusions 
or other arrangements as the 
directors may deem necessary 
or expedient in relation to 
fractional entitlements, re-
cord dates, legal or practical 
problems in or under the laws 
of any territory or the require-
ments of any regulatory body 
or stock exchange; and
9.3. expire at the end of the 
Company’s annual general 
meeting in 2017 (unless re -
newed, varied or revoked 
by the Company prior to or 
on that date), save that the 
Company may, before such 
expiry make an offer or agree-
ment which would or might 
require equity securities to be 
allotted after such expiry and 
the directors may allot equity 
securities in pursuance of any 
such offer or agreement not-
withstanding that the power 
conferred by this resolution 
has expired.
By order of the Board
 
Dwight Mighty
Company Secretary 
 
Registered Office:
100 Fetter Lane
London EC4A 1BN
Notes to the notice of annual  
general meeting
1. Entitlement to attend and vote
Only those members registered on the 
Company’s register of members at: 
›  6.00 pm (London time) on 20 June 
2016; or,
›   if this meeting is adjourned, at 6.00 
pm (London time) on the day two 
business days prior to the adjourned 
meeting, shall be entitled to attend 
and vote at the meeting.
2. Appointment of proxies
If you are a member of the Company 
at the time set out in note 1 above, you 
are entitled to appoint a proxy to exer-
cise all or any of your rights to attend, 
speak and vote at the meeting and you 
should have received a proxy form with 
this notice of meeting. You can only ap-
point a proxy using the procedures set 
out in these notes and the notes to the 
proxy form.
A proxy does not need to be a 
member of the Company but must 
attend the meeting to represent you. 
Details of how to appoint the chairman 
of the meeting or another person as 
your proxy using the proxy form are 
set out in the notes to the proxy form. 
If you wish your proxy to speak on your 
behalf at the meeting you will need to 
appoint your own choice of proxy (not 
the chairman) and give your instruc-
tions directly to them.
You may appoint more than one 
proxy provided each proxy is ap-
pointed to exercise rights attached to 
different shares. You may not appoint 
more than one proxy to exercise rights 
attached to any one share. To appoint 
more than one proxy, please refer to 
the notes to the proxy form.
A vote withheld is not a vote in law, 
which means that the vote will not be 
counted in the calculation of votes for 
or against the resolution. If no voting 
indication is given, your proxy will vote 
or abstain from voting at his or her 
discretion. Your proxy will vote (or ab-
stain from voting) as he or she thinks 
fit in relation to any other matter 
which is put before the meeting.
3. Appointment of proxy using hard 
copy proxy form
The notes to the proxy form explain 
how to direct your proxy how to vote 
on each resolution or withhold their 
vote.
To appoint a proxy using the proxy 
form, the form must be:
›  completed and signed;
›  sent or delivered to Neville Registrars 
Limited at Neville House, 18 Laurel 
Lane, Halesowen, B63 3DA; and
›  received by Neville Registrars no 
later than 8.30 am (London time) 
two business days prior to the meeting.
81 In the case of a member which is a 
company, the proxy form must be exe-
cuted under its common seal or signed 
on its behalf by an officer of the com-
pany or an attorney for the company.
Any power of attorney or any other au-
thority under which the proxy form is 
signed (or a duly certified copy of such 
power or authority) must be included 
with the proxy form.
4. Appointment of proxies through CREST
CREST members who wish to appoint a 
proxy or proxies by utilising the CREST 
electronic proxy appointment service 
may do so for the meeting and any 
adjournment(s) of it by using the pro-
cedures described in the CREST Manual 
(available from https://www.euroclear.
com/site/public/EUI). CREST Personal 
Members or other CREST sponsored 
members, and those CREST members 
who have appointed a voting service 
provider(s), should refer to their CREST 
sponsor or voting service provider(s), 
who will be able to take the appropri-
ate action on their behalf.
In order for a proxy appointment 
made by means of CREST to be valid, 
the appropriate CREST message (a 
“CREST Proxy Instruction”) must be 
properly authenticated in accordance 
with Euroclear UK & Ireland Limited’s 
(“EUI”) specifications and must con-
tain the information required for 
such instructions, as described in the 
CREST Manual. The message must be 
transmitted so as to be received by 
the issuer’s agent (ID 7RA11) by 8.30 
am (London time) two days prior to 
the meeting. For this purpose, the 
time of receipt will be taken to be the 
time (as determined by the timestamp 
applied to the message by the CREST 
Applications Host) from which the 
issuer’s agent is able to retrieve the 
message by enquiry to CREST in the 
manner prescribed by CREST.
CREST members and, where appli-
cable, their CREST sponsors or voting 
service providers should note that 
EUI does not make available special 
procedures in CREST for any particu-
lar messages. Normal system timings 
and limitations will therefore apply in 
relation to the input of CREST Proxy 
Instructions. It is the responsibility of 
the CREST member concerned to take 
(or, if the CREST member is a CREST 
personal member or sponsored mem-
ber or has appointed a voting service 
provider(s), to procure that his CREST 
sponsor or voting service provider(s) 
take(s)) such action as shall be neces-
sary to ensure that a message is trans-
mitted by means of the CREST system 
by any particular time. In this con-
nection, CREST members and, where 
applicable, their CREST sponsors or 
voting service providers are referred, 
in particular, to those sections of the 
CREST Manual concerning practical 
limitations of the CREST system and 
timings.
The Company may treat as invalid 
a CREST Proxy Instruction in the cir-
cumstances set out in Regulation 35(5)
(a) of the Uncertificated Securities 
Regulations 2001.
5. Appointment of proxy by joint 
members
In the case of joint holders, where 
more than one of the joint holders pur-
ports to appoint a proxy, only the ap-
pointment submitted by the most se-
nior holder will be accepted. Seniority 
is determined by the order in which 
the names of the joint holders appear 
in the Company’s register of members 
in respect of the joint holding (the first-
named being the most senior).
6. Changing proxy instructions
To change your proxy instructions sim-
ply submit a new proxy appointment 
using the methods set out above. Note 
that the cut-off time for receipt of 
proxy appointments (see above) also 
apply in relation to amended instruc-
tions; any amended proxy appointment 
received after the relevant cut-off time 
will be disregarded.
Where you have appointed a proxy 
using the hard-copy proxy form and 
would like to change the instructions 
using another hard-copy proxy form, 
please contact Neville Registrars 
Limited at Neville House, 18 Laurel 
Lane, Halesowen, B63 3DA.
If you submit more than one valid 
proxy appointment, the appointment 
received last before the latest time 
for the receipt of proxies will take 
precedence
7. Termination of proxy appointments
In order to revoke a proxy instruction 
you will need to inform the Company 
by sending a signed hard copy notice 
clearly stating your intention to revoke 
your proxy appointment to Neville 
Registrars Limited at Neville House, 
18 Laurel Lane, Halesowen, B63 3DA. 
In the case of a member, which is a 
company, the revocation notice must 
be executed under its common seal or 
signed on its behalf by an officer of the 
company or an attorney for the compa-
ny. Any power of attorney or any other 
authority under which the revocation 
notice is signed (or a duly certified 
copy of such power or authority) must 
be included with the revocation notice.
The revocation notice must be 
received by Neville Registrars no later 
than 8.30 pm (London time) two days 
prior to the meeting.
If you attempt to revoke your 
proxy appointment but the revocation 
is received after the time specified 
then, subject to the paragraph directly 
below, your proxy appointment will 
remain valid.
Appointment of a proxy does 
not preclude you from attending the 
meeting and voting in person. If you 
have appointed a proxy and attend the 
meeting in person, your proxy appoint-
ment will automatically be terminated.
8. Corporate representatives
A corporation which is a member can 
appoint one or more corporate rep-
resentatives who may exercise, on its 
behalf, all its powers as a member pro-
vided that no more than one corporate 
representative exercises powers over 
the same share.
9. Communication
Except as provided above, members 
who have general queries about 
the meeting should contact Neville 
Registrars Limited on 0121 585 1131 (no 
other methods of communication will 
be accepted).
You may not use any electronic 
address provided either:
›  in this notice of annual general 
meeting; or 
›  any related documents (including the 
proxy form), to communicate with 
the Company for any purposes other 
than those expressly stated.
82
TLA Worldwide PLC / Annual Report 2014  Annual General Meeting: 22 June 2016
Website: www.tlaworldwide.com
ADVISERS
AUDITOR
Deloitte LLP
Southampton
NOMINATED ADVISOR AND BROKER
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London, EC4M 7LT
REGISTRARS
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
LAWYERS - UK
DAC Beachcroft
100 Fetter Lane
London EC4A 1BN
LAWYERS – US
Pepper Hamilton
The New York Times Building
37th Floor
620 Eighth Avenue
New York, New York 10018-1405
REGISTERED OFFICE
Registered office
100 Fetter Lane London, EC4A 1BN
Registered number: 7741649
Country of incorporation: England
BANKER – UK
HSBC Bank PLC
West End Corporate Banking Centre
2nd Floor, 70 Pall Mall, London SW1Y 5E
BANKERS – US
Sun Trust Banks Inc.
303 Peachtree Street, 32nd Floor
Atlanta, GA 30308
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www.dtcstudio.co.uk
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Shareholder Information 
83  2015 Annual report and financial statements www.tlaworldwide.com TLA Worldwide PLC