23 April 2015
CEPS PLC
("CEPS" OR THE "COMPANY")
FINAL RESULTS
The Board of CEPS is pleased to announce its final results for the year ended 31 December 2014.
CHAIRMAN'S STATEMENT
Review of the period
The continued progress anticipated in my half-yearly update has been undermined by the severe production problems which emerged at Sunline in the latter part of the year. The newly automated production lines suffered significant underperformance during the key profit earning period, turning expected budgeted profit into heavy losses. Fortunately, the other two majority-owned businesses in the Group produced strong results. In addition, at the end of the year we were pleased to purchase a 70% equity stake in Aford Awards, a highly profitable sports trophy and engraving company based in Maidstone, Kent.
Overall, Group revenue at £17.0m for the year (2013: £15.6m) was up by 9%, though operating profit fell by 30% due to the difficulties at Sunline. Friedman's had another excellent year with the full benefit of our investment in digital printing hitting the bottom line. The team at Davies Odell has done a creditable job in continuing to grow the 'Forcefield' brand strongly and in turning a loss in 2013 into a profit close to budget.
Profit before tax was down 6% at £245,000 (2013: £261,000) with Group costs up by £21,000 at £352,000 (2013: £331,000) on the previous year, entirely due to the fees associated with the purchase of Aford Awards. Post-tax profit was £251,000 (2013: £181,000) due to a tax credit of £6,000 (2013: charge of £80,000) resulting from a deferred tax adjustment. Earnings per share on a basic and diluted basis were (3.13p) (2013: (0.15p)).
Financial review
The defining feature of 2014 from a financial perspective was the level of investment by the CEPS Group, both capital and corporate in nature.
On 3 November 2014 CEPS acquired a 70% equity stake in Aford Awards (Holdings) Limited, a company which was formed to acquire 100% of Aford Awards Limited. Trading results for November and December 2014 have been included in these accounts.
For the Group as a whole, capital expenditure amounted to £1.4m, the largest proportion of which was undertaken by Sunline (£1.2m) who, by means of this expenditure, restructured its polywrap production line. This has enabled the production process to become automated and for despatch to be made in trays, which will become the industry norm in 2016.
The majority of the investment in the year was financed by debt, hence the increase in net debt from £1.7m at the end of 2013 to £3.9m at the end of 2014 and the resulting increase in gearing from 45% to 97% over the same period.
A write-back to finance costs of £134,000, resulting from the waiver of the amount of outstanding preference dividend due to Sunline's non-controlling interest, explains the reduction in finance costs from £128,000 last year to £24,000 this year.
During the year, Friedman's fully repaid the remaining £89,000 of 9% Guaranteed Loan Stock and paid a dividend of £100,000 (2013: £100,000), £55,000 of which was paid to CEPS.
In 2014 there was an improvement in cash generated from operations which totalled £580,000 (2013: £532,000). After net capital and intangible expenditure of £1,585,000 (2013: £13,000), mainly financed by the proceeds of borrowings amounting to £1,574,000 (2013: £nil), the dividend paid to non-controlling interests of £45,000 (2013: £45,000), the repayment of the capital element of finance leases of £210,000 (2013: £163,000), income tax paid of £113,000 (2013: £146,000) and interest charges of £24,000 (2013: £128,000), cash and cash equivalents increased by £177,000 (2013: £37,000).
Operational review
Aford Awards
This report only covers two of the quiet months trading at Aford Awards, during which the business made a small loss. The rest of the year (not reported here) was solidly profitable.
Davies Odell
After a difficult 2013, the team at Davies Odell has done a good job, increasing turnover by 2% and, of greater importance, increasing delivered margins. The growth in the 'Forcefield' brand continued strongly through the second half, with excellent motorcycle sell-through in the late summer. Margins have continued to improve, partly due to positive currency movements, but also because much more effort is now being focused on value engineering the products. Matting sales have stabilised and shoe component sales overall are stable with some very positive signs for new soling products for 2015.
Friedman's
The picture I outlined at the half year has been extended into the second half. Sales increased modestly by 2% to £3.9m (2013: £3.8m) after a much stronger first half, but margins continued to improve. Another digital printer has now been purchased and commissioned and is enabling extensive short-run production runs for customers purchasing directly via the Funki Fabrics website.
Sunline
During Sunline's busiest period it became apparent that there were substantial issues with the newly automated (polywrap) lines. A combination of a shortage of skilled labour, the unforeseen interaction between lines causing slow running and the shortage of work despatchable in the trays used in production, created major levels of underproduction. This, inevitably, required extensive and expensive contracting-out and large unforeseen overtime costs in order to meet customer deadlines.
So, although sales rose 5% in the second half of 2014 from £3.3m to £3.5m, operating profit fell from a profit of £237,000 in 2013 to a loss of £149,000 in 2014.
CEM Press (Associate)
Although CEM Press's sales increased in 2014 by 12% to £3.4m from £3.1m in 2013, the gross profit margin weakened due to competitive pressures and overheads increased because of the costs of the additional leased premises and the recruitment of more highly skilled personnel. These financial statements include the Group's share of £14,000 (2013: £36,000) of its full year post-tax profits.
Dividend
A dividend is not proposed at this time (2013: £nil), but the situation will be kept under review.
Employees
As ever, the Board is most grateful for the diligent efforts of all the Group's employees in 2014. I would particularly like to single out everyone at Sunline, where the problems which appeared so dramatically in September/October have all been addressed thoughtfully and yet at speed.
I am sorry to have to report that Peter Cook has been seriously ill.
Finally, I would like to thank all those who have steadfastly supported me in the ten years I have been Chairman of CEPS. The task has always been both a challenge and a pleasure and I look forward to continuing my involvement as a Non-Executive Director.
Prospects
The underlying trading environment is strengthening slowly in the UK and USA, though the Eurozone remains pretty flat. Any upside from this is being offset by margin reductions because of the strengthening of the Dollar and weakening of the Euro.
Against this background, I anticipate further strong performances from Friedman's and, for the first time, Aford Awards. Increased sales at Davies Odell have been hard to generate in the first quarter of 2015 and I remain cautious about its prospects.
Sunline is in the process of hauling itself back to profitability. The early months of 2015 show the business breaking-even. The team is resolutely addressing the issues that have been identified with additional recruitment, more training for current staff, careful emphasis on detailed production planning on the automated polywrap lines and by driving up the potential to despatch in trays from 15 % to above 70%. I expect the business to make further substantial progress as the year unfolds.
Richard Organ
Chairman
22 April 2015
David Horner, Non-executive Director, CEPS PLC
Tel: 01225 483030
Tony Rawlinson / Avi Robinson, Cairn Financial Advisers LLP
Tel: 020 7148 7900
CEPS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2014
|
|
|
|
2014 |
2013 |
|
£'000 |
£'000 |
|
|
|
Revenue (note 3) |
16,981 |
15,624 |
Cost of sales |
(14,640) |
(14,019) |
Gross profit |
2,341 |
1,605 |
|
|
|
Net operating expenses |
(2,097) |
(1,257) |
Operating profit |
244 |
348 |
|
|
|
Analysis of operating profit |
|
|
- Trading |
596 |
679 |
- Group costs |
(352) |
(331) |
|
244 |
348 |
|
|
|
Finance income |
11 |
5 |
Finance costs |
(24) |
(128) |
Share of profit of associate |
14 |
36 |
Profit before tax |
245 |
261 |
Taxation (note 4) |
6 |
(80) |
Profit for the year from continuing operations |
251 |
181 |
|
|
|
Other comprehensive loss: Items that will not be reclassified to profit or loss |
|
|
Actuarial loss on defined benefit pension plans |
(87) |
(85) |
Items that may be subsequently reclassified to profit or loss |
- |
- |
Other comprehensive income for the year, net of tax |
(87) |
(85) |
Total comprehensive income for the year |
164 |
96 |
|
|
|
Profit/(loss) attributable to: |
|
|
Owners of the parent |
(169) |
(8) |
Non-controlling interest |
420 |
189 |
|
251 |
181 |
|
|
|
Total comprehensive income/(loss) attributable to: |
|
|
Owners of the parent |
(256) |
(93) |
Non-controlling interest |
420 |
189 |
|
164 |
96 |
|
|
|
Earnings per share |
|
|
- basic and diluted (note 5) |
(3.13)p |
(0.15)p |
CEPS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2014
|
2014 |
2013 |
|
£'000 |
£'000 |
Assets |
|
|
Non-current assets |
|
|
Property, plant and equipment (note 6) |
1,999 |
1,004 |
Intangible assets (note 8) |
3,285 |
2,241 |
Investment in associate |
568 |
554 |
Deferred tax asset |
487 |
453 |
|
6,339 |
4,252 |
|
|
|
Current assets |
|
|
Inventories |
1,914 |
1,709 |
Trade and other receivables |
2,569 |
2,436 |
Cash and cash equivalents (excluding bank overdrafts) |
346 |
145 |
|
4,829 |
4,290 |
Total assets |
11,168 |
8,542 |
|
|
|
Equity |
|
|
Capital and reserves attributable to owners of the parent |
|
|
Share capital (note 9) |
541 |
541 |
Share premium |
3,114 |
3,114 |
Retained earnings |
(281) |
(25) |
|
3,374 |
3,630 |
Non-controlling interest in equity |
694 |
235 |
Total equity |
4,068 |
3,865 |
|
|
|
Liabilities |
|
|
Non-current liabilities |
|
|
Borrowings |
1,406 |
510 |
Deferred tax liability |
36 |
30 |
Provisions for liabilities and charges |
55 |
55 |
|
1,497 |
595 |
|
|
|
Current liabilities |
|
|
Borrowings |
2,876 |
1,380 |
Trade and other payables |
2,672 |
2,655 |
Current tax liabilities |
55 |
33 |
Provisions for liabilities and charges |
- |
14 |
|
5,603 |
4,082 |
Total liabilities |
7,100 |
4,677 |
Total equity and liabilities |
11,168 |
8,542 |
CEPS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2014
|
2014 |
2013 |
|
£'000 |
£'000 |
Cash flows from operating activities |
|
|
Cash generated from operations |
580 |
532 |
Income tax paid |
(113) |
(146) |
Interest paid |
(24) |
(128) |
Net cash generated from operations |
443 |
258 |
|
|
|
Cash flows from investing activities |
|
|
Acquisition of subsidiary net of cash acquired |
(1,054) |
- |
Purchase of property, plant and equipment |
(517) |
(23) |
Purchase of intangibles |
(14) |
(15) |
Disposal of property, plant and equipment |
- |
25 |
Net cash used in investing activities |
(1,585) |
(13) |
|
|
|
Cash flows from financing activities |
|
|
Proceeds from borrowings |
1,574 |
- |
Dividend paid to non-controlling interests |
(45) |
(45) |
Repayment of capital element of finance leases |
(210) |
(163) |
Net cash generated from/(used in) financing activities |
1,319 |
(208) |
|
|
|
Net increase in cash and cash equivalents |
177 |
37 |
Cash and cash equivalents at the beginning of the year |
(272) |
(309) |
Cash and cash equivalents at the end of the year |
(95) |
(272) |
|
|
|
Cash generated from operations
|
|
|
Profit before income tax |
245 |
261 |
Adjustments for: |
|
|
Depreciation and amortisation |
320 |
218 |
Profit of associate |
(14) |
(36) |
Loss on disposal of property, plant and equipment |
45 |
6 |
Net finance costs |
13 |
123 |
Retirement benefit obligations |
(77) |
(80) |
Changes in working capital: |
|
|
(Increase)/decrease in inventories |
(134) |
235 |
Increase in trade and other receivables |
(37) |
(201) |
Increase in trade and other payables |
233 |
8 |
Decrease in provisions |
(14) |
(2) |
Cash generated from operations |
580 |
532 |
|
|
|
CEPS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2014
|
Share capital |
Share premium |
Retained earnings |
Attributable to owners of the parent |
Non-controlling interest |
Total equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
At 1 January 2013 |
541 |
3,114 |
68 |
3,723 |
91 |
3,814 |
Other comprehensive income - actuarial loss (Loss)/profit for the year |
- - |
- - |
(85) (8) |
(85) (8) |
- 189 |
(85) 181 |
Total comprehensive income |
- |
- |
(93) |
(93) |
189 |
96 |
Dividend paid to non-controlling |
- |
- |
- |
- |
(45) |
(45) |
Total transactions recognised |
- |
- |
- |
- |
(45) |
(45) |
At 31 December 2013 |
541 |
3,114 |
(25) |
3,630 |
235 |
3,865 |
|
- - |
- - |
(87) (169) |
(87) (169) |
- 420 |
(87) 251 |
Other comprehensive income - |
||||||
(Loss)/profit for the year |
||||||
Total comprehensive |
- |
- |
(256) |
(256) |
420 |
164 |
Dividend paid to non-controlling |
- |
- |
- |
- |
(45) |
(45) |
Total transactions recognised |
- |
- |
- |
- |
(45) |
(45) |
Changes in ownership interest in Acquisition of a subsidiary |
- - |
- - |
- - |
- - |
54 30 |
54 30 |
At 31 December 2014 |
541 |
3,114 |
(281) |
3,374 |
694 |
4,068 |
Notes to the financial information
1. General information
The Company is a limited liability company incorporated and domiciled in the UK. The address of its registered office is 12b George Street, Bath, BA1 2EH and the registered number of the company is 507461.
2. Basis of preparation
This announcement is an extract from the consolidated financial statements of the Company for the year ended 31 December 2014 and comprises the Company and its subsidiaries. The consolidated financial statements were authorised for issuance on 22 April 2015. The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 December 2013 or 2014 within the meaning of Section 434 of the Companies Act 2006, but is derived from those accounts. Statutory accounts for 2013 have been delivered to the Registrar of Companies and those for 2014 will be delivered following the company's Annual General Meeting. The auditors' reports on the statutory accounts for the years ended 31 December 2013 and 31 December 2014 were unqualified and do not contain statements under s498(2) or (3) Companies Act 2006.
This financial information has been prepared in accordance with International Financial Reporting Standards ("IFRSs") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Details of the accounting policies applied are set out in the financial statements.
Certain statements in this announcement constitute forward-looking statements. Any statement in this announcement that is not a statement of historical fact including, without limitation, those regarding the Company's future expectations, operations, financial performance, financial condition and business is a forward-looking statement. Such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, amongst other factors, changing economic, financial, business or other market conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement and the Company undertakes no obligation to update its view of such risks and uncertainties or to update the forward-looking statements contained herein. Nothing in this announcement should be construed as a profit forecast.
The Group financial statements are presented in GBP (£) and to the nearest thousand ('000). This Group expects to transact more of its business in GBP than any other currency and it is also the functional currency of the Group.
The financial information set out in this announcement was approved by the Board on 22 April 2015.
3. Segmental analysis
The chief operating decision maker of the Group is its Board. Each operating segment regularly reports its performance to the Board which, based on those reports, allocates resources to and assesses the performance of those operating segments.
Operating segments and their principal activities are as follows:
- Aford Awards, a sports trophy and engraving company
- Davies Odell, the manufacture and distribution of protection equipment, matting and footwear components
- Friedman's, the conversion and distribution of specialist Lycra
- Sunline, a supplier of services to the direct mail market
- Group costs, costs incurred at Head Office level to support the activities of the Group
The United Kingdom is the main country of operation from which the Group derives its revenue and operating profit and is the principal location of the assets and liabilities of the Group. The Group information provided below, therefore, also represents the geographical segmental analysis. Of the £16,981,000 (2013: £15,624,000) revenue £14,662,000 (2013: £13,301,000) is derived from UK customers with the remaining £2,319,000 (2013: £2,323,000) being derived from a number of overseas countries, none of which is material in isolation.
The Board assesses the performance of each operating segment by a measure of adjusted earnings before interest, tax, Group costs, depreciation and amortisation (EBITDA). Other information provided to the Board is measured in a manner consistent with that in the financial statements.
i) Results by segment
Year ended 31 December 2014
|
Aford Awards |
Davies |
Friedman's |
Sunline |
Total |
|
|
|
|
|
|
|
2014 |
2014 |
2014 |
2014 |
2014 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Revenue |
146 |
5,579 |
3,926 |
7,330 |
16,981 |
Segmental result (EBITDA) |
(7) |
216 |
643 |
67 |
919 |
Depreciation and amortisation |
|
|
|
|
(323) |
Group costs |
|
|
|
|
(352) |
Net finance costs |
|
|
|
|
(13) |
Share of profit of associate |
|
|
|
|
14 |
Profit before taxation |
|
|
|
|
245 |
Taxation |
|
|
|
|
6 |
Profit for the year |
|
|
|
|
251 |
ii) Results by segment (continued)
Year ended 31 December 2013
|
Aford Awards |
Davies Odell |
Friedman's |
Sunline |
Total |
|
|
|
|
|
|
|
2013 |
2013 |
2013 |
2013 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Revenue |
- |
5,452 |
3,855 |
6,317 |
15,624 |
|
|
|
|
|
|
Segmental result (EBITDA) before exceptional costs |
- |
(69) |
595 |
371 |
897 |
Depreciation and amortisation charge |
|
|
|
|
(218) |
Group costs |
|
(331) |
|||
Net finance costs |
|
|
|
|
(123) |
Share of profit of associate |
|
|
|
|
36 |
Profit before taxation |
|
|
|
|
261 |
Taxation |
|
|
|
|
(80) |
Profit for the year |
|
|
|
|
181 |
ii) Assets and liabilities by segment
As at 31 December
|
Segment assets |
Segment liabilities |
Segment net assets |
|||
|
|
|
|
|
|
|
|
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
CEPS Group |
736 |
707 |
(924) |
(118) |
(188) |
589 |
Aford Awards |
1,350 |
- |
(579) |
- |
771 |
- |
Davies Odell |
2,430 |
2,139 |
(1,308) |
(1,188) |
1,122 |
951 |
Friedman's |
2,953 |
2,990 |
(853) |
(1,170) |
2,100 |
1,820 |
Sunline |
3,699 |
2,706 |
(3,436) |
(2,201) |
263 |
505 |
Total - Group |
11,168 |
8,542 |
(7,100) |
(4,677) |
4,068 |
3,865 |
iii) Non-cash expenses and capital expenditure
Other than as stated above there were no significant non-cash expenses
|
2014 |
2013 |
|
£'000 |
£'000 |
Capital expenditure |
|
|
Aford Awards |
- |
- |
Davies Odell |
121 |
16 |
Friedman's |
49 |
91 |
Sunline |
1,152 |
92 |
Total - Group |
1,322 |
199 |
4. Tax
|
2014 |
2013 |
|
£'000 |
£'000 |
Analysis of taxation in the year: |
|
|
Current tax |
|
|
Tax on profits of the year |
43 |
77 |
Tax in respect of prior years |
(21) |
1 |
Total current tax |
22 |
78 |
Deferred tax |
|
|
Origination and reversal of temporary differences |
(28) |
(24) |
Tax in respect of prior years |
- |
8 |
Impact of change in UK tax rate |
- |
18 |
Total deferred tax |
(28) |
2 |
Total tax (credit)/charge |
(6) |
80 |
Deferred tax charged to the Consolidated Statement of Changes in Equity |
- |
- |
The tax assessed for the year is lower (2013: higher) than the standard rate of corporation tax in the UK (21.5%) (2013: 23.25%)
Factors affecting current tax: |
|
|
Profit before taxation |
245 |
261 |
|
|
|
Profit multiplied by the standard rate of UK tax of 21.5% (2013: 23.25%) |
53 |
61 |
Effects of: |
|
|
Permanent differences |
(38) |
(16) |
Prior year adjustment, current tax |
(21) |
1 |
Prior year adjustment, deferred tax |
- |
8 |
Effect of changes in tax rate |
- |
18 |
Deferred tax movements not recognised |
- |
8 |
Total tax (credit)/charge |
(6) |
80 |
The standard rate of corporation tax in the UK changed from 21% to 20% with effect from 1 April 2015. Accordingly, the Company's profits for this accounting year are taxed at an effective rate of 21.5%.
5. Earnings per share
Basic earnings per share is calculated on the loss for the year after taxation attributable to owners of the Company of £169,000 (2013: loss £8,000) and on 5,407,155 (2013: 5,407,155) ordinary shares, being the weighted number in issue during the year.
No adjustment is required for dilution in either year as there are no items that would have a dilutive impact on earnings per share.
6. Property, plant and equipment
|
|
Leasehold property improvements |
Plant, machinery, tools and moulds |
Motor vehicles |
Total |
||||
Group |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|||
|
Cost |
|
|
|
|
|
|||
|
at 1 January 2013 |
117 |
3,927 |
89 |
4,133 |
|
|||
|
Additions |
14 |
134 |
51 |
199 |
|
|||
|
Disposals |
- |
(73) |
- |
(73) |
|
|||
|
at 31 December 2013 |
131 |
3,988 |
140 |
4,259 |
|
|||
|
Additions |
6 |
1,318 |
27 |
1,351 |
|
|||
|
Disposals |
- |
(160) |
(22) |
(182) |
|
|||
|
at 31 December 2014 |
137 |
5,146 |
145 |
5,428 |
|
|||
|
Accumulated depreciation |
|
|
|
|
|
|||
|
at 1 January 2013 |
60 |
2,954 |
71 |
3,085 |
|
|||
|
Charge for the year |
12 |
190 |
10 |
212 |
|
|||
|
Disposals |
- |
(42) |
- |
(42) |
|
|||
|
at 31 December 2013 |
72 |
3,102 |
81 |
3,255 |
|
|||
|
Charge for the year |
13 |
279 |
19 |
311 |
|
|||
|
Disposals |
- |
(117) |
(20) |
(137) |
|
|||
|
at 31 December 2014 |
85 |
3,264 |
80 |
3,429 |
|
|||
|
Net book amount |
|
|
|
|
|
|||
|
at 31 December 2014 |
52 |
1,882 |
65 |
1,999 |
|
|||
|
at 31 December 2013 |
59 |
886 |
59 |
1,004 |
|
|||
|
At the year end, assets held under hire purchase contracts and capitalised as plant, machinery, tools and moulds have a net book value of £1,539,000 (2013: £238,000) and an accumulated depreciation balance of £194,000 (2013: £84,000). The depreciation has been charged to cost of sales in the Consolidated Statement of Comprehensive income. |
|
|||||||
7. Acquisition in 2014
During the year CEPS acquired 70% of the share capital of a newly incorporated company, Aford Awards (Holdings) Limited, which was formed to acquire 100% of Aford Awards Limited for £1,593,000, the acquisition of which was completed on 3 November 2014.
Aford Awards is a sports trophy and engraving company based in Maidstone, Kent. The company was established in 1981 and produces and sells trophies, awards and gifts and associated products and services. It is profitable, cash generative and has enjoyed annual growth in sales and EBITDA over the last five years. Jon Ford, who has been the managing director of Aford Awards since 2005, remains in this role.
Aford Awards has been successfully integrated post-acquisition into the Group.
The fair value of the identifiable assets and liabilities acquired and their carrying values as of the acquisition date were as follows:
|
£'000 |
Identifiable Assets |
|
|
|
Property, plant and equipment |
30 |
Stock |
71 |
Cash and cash equivalents |
539 |
Trade receivables |
93 |
Other current assets |
3 |
Total Assets |
736 |
|
|
Assumed Liabilities |
|
|
|
Deferred tax |
6 |
Current liabilities Trade and other payables |
176 |
Total liabilities |
182 |
Total identifiable net assets |
554 |
Purchase price consideration |
1,593 |
Goodwill |
1,039 |
|
|
Analysis of cash flows on acquisition |
|
|
|
Year ended 31 December 2014 |
|
|
|
Cash paid |
1,593 |
Less: net cash acquired with the subsidiary |
(539) |
Net cash flow on acquisition |
1,054 |
|
|
From the date of acquisition, Aford Awards has contributed £146,000 of revenue and contributed a loss before tax of £10,000, attributable to the continuing operations of the Group. If the business combination had taken place at the beginning of the year, revenue from continuing operations for the Group would have been £1,357,000 and the profit before tax from continuing operations for the Group would have been £311,000.
8. Intangible assets
|
|
Goodwill |
Other |
Total |
|
||||||
Group |
|
£'000 |
£'000 |
£'000 |
|
||||||
|
Cost |
|
|
|
|
||||||
|
at 1 January 2013 and 31 December 2013 |
4,839 |
82 |
4,921 |
|
||||||
|
Additions at cost |
1,039 |
14 |
1,053 |
|
||||||
|
at 31 December 2014 |
5,878 |
96 |
5,974 |
|
||||||
|
|
|
|
|
|
||||||
|
Accumulated amortisation and impairment |
|
|
|
|
||||||
|
at 1 January 2013 |
2,621 |
53 |
2,674 |
|
||||||
|
Amortisation charge |
- |
6 |
6 |
|
||||||
|
at 31 December 2013 |
2,621 |
59 |
2,680 |
|
||||||
|
Amortisation Charge |
- |
9 |
9 |
|
||||||
|
at 31 December 2014 |
2,621 |
68 |
2,689 |
|
||||||
|
Net book amount |
|
|
|
|
||||||
|
at 31 December 2014 |
3,257 |
28 |
3,285 |
|
||||||
|
at 31 December 2013 |
2,218 |
23 |
2,241 |
|
||||||
|
Goodwill is not amortised under IFRS, but is subject to impairment testing either annually or on the occurrence of a triggering event. Impairment charges are included in administration expenses and disclosed as an exceptional cost.
Other intangibles relate to computer software and website costs and are amortised over their estimated economic lives. The annual amortisation charge is expensed to cost of sales in the Consolidated Statement of Comprehensive income. |
|
|||||||||
|
|
|
|||||||||
|
Impairment tests for goodwill
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill may be impaired.
For the purpose of impairment testing, goodwill is allocated to the Group's cash generating units (CGUs) on a business segment basis:
|
|
|||||||||
|
|
Aford Awards |
Friedman's |
Sunline |
Total |
||||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|||||
|
at 1 January 2013 and 31 December 2013 |
- |
1,529 |
689 |
2,218 |
|
|||||
|
Acquisition of subsidiary |
1,039 |
- |
- |
1,039 |
|
|||||
|
at 31 December 2014 |
1,039 |
1,529 |
689 |
3,257 |
|
|||||
|
The recoverable amount of CGU is based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond five years are assumed to be constant. A discount rate of 14.26% (2013: 12.59%), representing the estimated pre-tax cost of capital has been applied to these projections. The risk profile of both CGUs is considered to be similar.
The key assumptions used in the value-in-use calculations are as follows:- |
|
|
Revenue growth |
Gross margin |
Long-term growth |
|||
|
|
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
|
|
% |
% |
% |
% |
% |
% |
|
|
|
|
|
|
|
|
|
Aford Awards |
3.0 |
- |
35.9 |
- |
2.0 |
- |
|
Friedman's |
3.0 |
3.0 |
36.0 |
34.0 |
2.0 |
2.0 |
|
Sunline |
3.0 |
2.0 |
43.7 |
47.0 |
3.0 |
1.0 |
|
Management has determined the budgeted revenue growth and gross margins based on past performance and their expectations of market developments in the future. Long-term growth rates are based on the lower of the UK long-term growth rate and management's general expectations for the relevant CGU.
The value-in-use calculation is sensitive to changes in the gross margin percentage assumed and the discount rate assumed. A fall of 10% in respect of the above assumptions does not give rise to an indication of impairment in relation to the carrying value of the CGUs noted. As such, management does not consider the carrying value of the goodwill for each CGU to be impaired. |
|
|
9. Share Capital
|
2014 |
2013 |
|
£'000 |
£'000 |
|
|
|
Ordinary shares Authorised: |
|
|
7,500,000 (2013: 7,500,000) shares of 10p per share |
750 |
750 |
|
|
|
Issued and fully paid: |
|
|
5,407,155 (2013: 5,407,155) shares of 10p per shares |
541 |
541 |
10. Distribution of the Annual Report and Notice of AGM
A copy of the 2014 Annual Report, together with a notice of the Company's Annual General Meeting to be held at 11:30 a.m. on Monday 8 June 2015 at 12B George Street, Bath BA1 2EH, will be sent to all shareholders on Wednesday 6 May 2015. Further copies will be available to the public from the Company Secretary at the Company's registered address at 12b George Street, Bath BA1 2EH and from the Group website, www.cepsplc.com.