Half-year Report

RNS Number : 8705K

Malvern International PLC

27 September 2016

 



27  September 2016

Malvern International PLC

AIM: MLVN

(Formerly known as AEC Education PLC)

("MLVN" or the "Company" and together with its subsidiaries, the" Group")

Half year results for the six months ended 30 June 2016

Key Points

·     Revenues on continuing activities of £2.07m (2015: £2.3m)

·     Operating loss of £0.46m (2015: loss of £0.62m)

·     Loss before tax of £0.46m (2015: loss of £0.57m)

·     Loss after tax from continuing activities of £0.48m (2015: loss of £0.57m)

·     Loss per share on continuing activities  of 0.77p (2015: 0.94p)

·     Malaysia continues to contribute profits but London and Singapore continue to report losses for the year to date.

·     The Irish operation is reported as a discontinued business for the current year as it has been sold on July 15, 2016. The details are documented in Note No:7.

·     Initiatives have been implemented in London and Singapore to assist recovery in the second half of 2016.

·     On June 15, 2016, loans amounting to £853,951 from two major shareholders of the Group were converted into 17,079,020 new ordinary shares  at a conversion price of 5p per share. 

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

William J Swords, Chairman, stated:  "The Group's results for the six months ended 30 June 2016 are disappointing although better than the first six months of 2015. New arrangements in London and Singapore, through  improvements in the management team and a focused strategic plan during the second half of 2016, are intended to shift the Group towards a better and positive 2017. A new deputy CEO from a successful education background has been appointed and will bring more leadership to initiate growing strategies that match today's needs. The improved structure and team in place will help the organisation to work on its new growth strategies which is being backed up with more funds injected into the Group's operations. Further announcements on the new plans will be made as the work progresses during the second half of 2016 and first half of 2017."

Enquiries:

Malvern International PLC		Tel: [phone]
William J Swords
WH Ireland Limited (NOMAD)		Tel: [phone]
Mike Coe

CHAIRMAN'S STATEMENT

Introduction

The Group's results for the six months ended 30 June 2016 are disappointing although better than the first six months of 2015. New arrangements in London and Singapore, through improvements in the management team and a focused strategic plan during the second half of 2016, are planned to shift the Group towards a better and positive 2017. A new deputy CEO from a successful education background has been appointed and will bring more leadership to initiate growing strategies that matches today's needs. The improved structure and the team in place will help the organisation to work on its new growth strategies which are backed up with more funds injected into the Group's operation, through new capital injections and the disposal of the Irish operations.  Further announcements on the new plans will be made as the work progresses during the second half of 2016 and first half of 2017.

The period under review can be summarised as follows:

Europe

·      London continued to record a low revenue performance but had a better management of its cost structure to reduce its loss. 

·      Ireland recorded a profit of £33K for the first half but as a result of its disposal in July 2016 , it has been reported as a discontinued business.

·      The Cyprus joint venture continues to feel the effect of the slowing Russian economy   and had recorded a break even result for the first half.

South East Asia/Middle East

·      Singapore continued to record operating losses, although at a lower level than previously reported, due to lower revenue intakes, but we have put in place new management and new strategies that are intended to to kick start this market into profitability in early 2017.

·      Malaysia continued its strong performance and showed a good operating profit. 

Financial Results 

The Group's revenues on continuing activities for the six months in 2016 reduced by 12% to £2.1m (2015: £2.3m). London and Singapore were responsible for the lower volumes as their jurisdictions continued to be affected by the lack of Edutrust accreditation and the uncertainty in the European markets. However, the Group's efforts to better manage its operating costs since the second half of 2015 has resulted in the Group's loss before tax for the six months from continuing operations decreasing to £0.46m (2015: £0.57m).  A lack of marketing support and new programme initiatives has contributed to the struggles in both London and Singapore. While the operations are becoming smarter in running at a lower cost, the marketing side needs to improve the selling of all the programmes on offer. Recent initiatives to improve on local marketing in Singapore are showing signs of success.

No impairment was considered necessary for the first six month as we had already undertaken an extensive review and impairment charge during 2015 and we are confident that the plans and strategies we have in place for the second half of 2016 and 2017 will drive the Group's business positively.

For the first half reporting in 2016, we have reported the financial results of Malvern House Ireland as a discontinued business. Accordingly, we have re-stated the comparative number for 2015 financial results.  More details can be found in Note No: 7 for the full impact of these comparative re-statements.

Europe

·      The London operation recorded an operating loss of £133k which after, finance charges, resulted in a loss of £164k. For the same period last year, London recorded £539k of losses. The improvement over the prior year is mainly a result of costs management and higher gross margins in revenue earned. Revenue was down year on year by 54% to £0.7m (2015: £1.2m). Efforts are in place to strengthen the marketing team in London and a variety of educational offerings are being considered.

·      Ireland recorded turnover of £1.3m in 2016 (2015 - £1.2m) and a profit after tax of £33k. The results of Ireland are reported as a discontinued operation.

South East Asia/Middle East

·      The Singapore operations recorded an operating loss of £96k (2015: £11k profit) mainly due to a lower revenue volume of  £124k (2015: £227k). New marketing and programmes initiatives will be key in raising the profile of the Singapore operations within the Group.

·      Malaysia returned an operating profit of £97k (2015: £26K loss). In Malaysia, revenue increased on the previous year by 29%. Malaysia continues to be on a healthy road and we expect this to continue throughout the financial year and into 2017.

The basic and diluted loss per share on the continuing business was (0.77p) (2015:  0.94p).  

Net cash at the end of the year stood at £0.45m (2014: £0.36m). 

In February 2016 the Group concluded an unsecured, interest free shareholder loan of £500,000 from KSP Investments Pte Limited ("KSP"). In June 2016, the Group agreed to the conversion of £646,000 of its outstanding loan balance with KSP and £207,951, being the remainder of its outstanding loan balance with CG Corp (a Cinnovation group company). These loans were converted at 5p into 17,079,020 new ordinary shares

Operational Review

In Europe, the London revenue has been impacted by a lack of marketing resources. This issue has been reviewed by the board and there are plans in place to support the team with more resources in the second half of 2016 and early 2017. Management has also taken the initiative to introduce some robust programmes that will widen of the revenue base by catering for students outside the visa-working requirements. The new funds injected to the business will be invested in new programmes and marketing resources. With the disposal of Dublin, our focus is on securing the future of our flagship in London. 

The Asian units are also experiencing mixed results. Singapore started gaining more from its new initiatives in local markets and short courses and gradually moving towards a reduced loss position. There are plans in place to reapply for EduTrust by early 2017 when all the systems and processes are in place. This should boost the revenue in Singapore.

Malaysia remains, the most diversified of all the business units in terms of its programme range. Its business has been growing and accordingly the unit has reported higher profit. Moreover, market conditions, especially with the weak Ringgit should give Malaysia a stronger position in the Asia market and assist in its drive to increase student numbers in the next period although the weak currency will have a negative impact on reported results when converted into sterling. There are also plans in place to further grow Malaysia and to move to new premises in a better location.

The disposal of Malvern House Ireland was completed in July 2016 and a license agreement is being processed for the utilization of the Malvern Brand. The proceeds of the disposal amounting to €660,000 will be used to supplement the Group's cash resources. The disposal will have no impact on the other operations of the Group.

Outlook

We look forward positively as we restructure the revenue generation models of all our operating units to include a wider range of products. We have also begun discussions with various parties on the development of online teaching platforms as a supplement to the traditional teaching methods. Further, we have started to re-introduce licensing models to offer our educational content and brand to non-traditional markets in Asia and the Middle East. We are confident that by mid 2017, all our new initiatives and programmes will begin to show an overall Group return.

William J Swords

Chairman

UNAUDITED CONSOLIDATED INCOME STATEMENT

		Six months to 30 June 2016	Six months to 30 June 2015	Twelve months to 31 December 2015
		£'000	£'000	£'000
		Unaudited	Unaudited	Audited
			(restated)	(restated)
Revenues
Sales of services and other revenue		2,067	2,348	4,794
Cost of services sold & operating expenses		(2,525)	(2,972)	(6,403))
Operating (loss) / profit		(458)	(624)	(1,609)
(Loss) / profit from operations		(458)	(624)	(1,609)
Share of results of associated companies and joint venture		-	85	(1)
Finance costs		(2)	(30)	(36)
(Loss) / profit before taxation		(460)	(569)	(1,646)
Income tax credit / (charge)		(23)	-	(24)
(Loss) / profit for the period / year from continuing activities		(483)	(569)	(1,670)
(Loss) / profit for the period / year from discontinued activities		32	52	262
(Loss) / profit for the period / year		(451)	(517)	(1,408)
Minority interests		(15)	(24)	(118)
(Loss) / profit attributable to equity holders		(466)	(541)	(1,526)
(Loss) / earnings per share on total activities		Pence	Pence	Pence
Basic		(0.72)	(0.86)	(2.42)
Diluted		(0.72)	(0.86)	(2.42)
(Loss) / earnings per share on continuing activities		Pence	Pence	Pence
Basic		(0.77)	(0.94)	(2.84)
Diluted		(0.77)	(0.94)	(2.84)
(Loss) / earnings per share on discontinued activities		Pence	Pence	Pence
Basic		0.05	0.08	0.42
Diluted		0.05	0.08	0.42

UNAUDITED STATEMENT OF FINANCIAL POSITION

	As at 30 June 2016	As at 30 June 2015	As at 31 December 2015
	£'000	£'000	£'000
	Unaudited	Unaudited	Audited
Fixed assets
Intangible assets	2,452	3,240	2,464
Tangible assets	312	411	348
Investment in joint venture	90	182	90
	2,854	3,833	2,902
Current assets
Inventory	7	7	9
Debtors	1,875	1,391	1,426
Cash at bank and in hand	454	364	416
	2,336	1.762	1,851
Total assets	5,190	5.595	4,753
Creditors
Amounts falling due within one year	(4,023)	(3.936)	(4,421)
Net current liabilities	(1,687)	(2.174)	(2,570)
Non-current liabilities
Finance lease	(8)	(27)	(7)
Deferred taxation	-	(13)	(3)
	(8)	(40)	(10)
Total liabilities	(4,031)	(3,976)	(4,431)
Equity attributable to equity holders of the Company
Share capital	6,217	5,362	5,362
Share premium	896	896	896
Reserves	(5,886)	(4,564)	(5,828)
	1,227	1,694	430
Minority interest in equity	(68)	(75)	(108)
	1,159	1,619	322
Total equity and liabilities	5,190	5,595	4,753

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Share Capital £	Share Premium £	Retained Earnings £	Translation Reserve £	Capital Reserve £	Attributable to Equity Holders of the Company £	Non-controlling Interests £	Total £
Balance at 1 January 2015	5,362,491	896,111	(5,444,476)	1,297,945	170,560	2,282,631	(246,971)	2,035,660
Loss for the year (restated)	-	-	(1,525,426)	-	-	(1,525,426)	118,094	(1,407,332)
Total other comprehensive income	-	-	-	(332,343)	-	(332,343)	20,877	(311,466)
Total comprehensive income for the year	-	-	(1,525,426)	(332,343)	-	(1,857,769)	138,971	(1,718,798)
Unclaimed Dividends Returned	-	-	5,502	-	-	5,502	-	5,502
Balance at 31 December 2015/1 January 2016 (restated)	5,362,491	896,111	(6,964,400)	965,602	170,560	430,364	(108,000)	322,364
Loss for the year	-	-	(496,846)	-	-	(496,846)	14,695	(482,151)
Total other comprehensive income	-	-	-	439,158	-	439,158	25,610	464,768
Total comprehensive income for the year	-	-	(496,846)	439,158	-	(57,688)	40,305	(17,383)
New Share Issue	853,952	-	-	-	-	853,952	-	853,952
Balance at 30 June 2016	6,216,443	896,111	(7,461,246)	1,404,760	170,560	1,226,628	(67,695)	1,158,933

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

		Six months to 30 June 2016	Six months to 30 June 2015	Twelve months to 31 December 2015
		£'000	£'000	£'000
		Unaudited	Unaudited	Audited
Cash Flows from operating activities
(Loss) / profit before income tax from continuing activities		(460)	(517)	(1,400)
(Loss) / profit before income tax from discontinued activities		-	-	-
Adjustments for:
Depreciation & amortisation		126	153	315
Loss on disposal of plant and equipment		(15)	-	10
Impairment of intangible assets		-	-	900
Interest paid		3	(20)	44
Share of results of associated companies and joint venture		-	(85)	1
		346	(469)	(130)
Changes in working capital
(Increase) / decrease in debtors		(431)	(151)	(137)
(Increase) / decrease in creditors		(84)	200	(64)
(Increase) / decrease in inventories		2	-	(2)
(Increase) / decrease in related parties		530	235	632
Cash flows from operating activities		(329)	(185)	429
Taxation
Taxes recovered / (paid)		15	(14)	(8)
Net cash used in operating activities		(314)	(199)	291
Cash flows from investing activities
Purchase of property, plant and equipment		-	(39)	(91)
Purchase of intangible fixed assets		-	-	-
		-	(39)	(91)
Cash flows from financing activities
Dividend paid to shareholders-unclaimed			-	6
(Decrease) / increase in finance lease liabilities		(9)	(21)	(39)
Interest Paid		(2)		(44)
Repayment of term loan		(3)	(37)	(37)
		(14)	(58)	(114)
Effect of foreign exchange rate changes on consolidation		366	299	(31)
Net increase in cash and cash equivalents		38	3	55
Cash and cash equivalents at beginning of period / year		416	361	361
Cash and cash equivalents at end of period / year		454	364	416

NOTES TO THE UNAUDITED INTERIM FINANCIAL INFORMATION FOR THE 6 MONTHS ENDED

1.    General information

Malvern International plc (formerly known as AEC Education plc) (the "Company") is a public limited liability company incorporated in England and Wales on 8 July 2004. The Company was admitted to AIM on 10 December 2004. Its registered office is Witan Gate House, 500-600 Witan Gate West, Milton Keynes MK9 1SH and its principal place of business is in Singapore. The registration number of the Company is 05174452.

The principal activities of the Company are that of investment holding and provision of educational consultancy services.  The principal activity of the group is to provide an educational offering that is broad and geared principally towards preparing students to meet the demands of business and management.   There have been no significant changes in the nature of these activities during the period

2.    Adoption of new and revised International Financial Reporting Standards

No new IFRS standards, amendments or interpretations became effective in the six months to 30 June 2016 which had a material effect on this interim consolidated financial information.

3.    Significant accounting policies

Basis of preparation

The accounting policies adopted are consistent with those of the previous financial year.

This interim consolidated financial information for the six months ended 30 June 2016 has been prepared in accordance with IAS 34, 'Interim financial reporting'. This interim consolidated financial information is unaudited and is not the Group's statutory financial statements and should be read in conjunction with the annual financial statements for the year ended 31 December 2015, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified, but did include, without qualifying their report, references to which the auditors drew attention by way of emphasis of matter in respect of the preparation of the financial statements on a going concern basis. 

The interim consolidated financial information for the six months ended 30 June 2016 is unaudited. In the opinion of the Directors, the interim consolidated financial information presents fairly the financial position, and results from operations and cash flows for the period. Comparative numbers for the six months ended 30 June 2015 are unaudited.

This interim consolidated financial information is presented in £ sterling, rounded to the nearest thousand.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

In the process of applying the Group's accounting policies above, management necessarily make judgements and estimates that have a significant effect on the amounts recognised in the financial statements. Changes in the assumptions underlying the estimates could result in a significant impact to the financial statements. The most critical of these accounting judgement and estimation areas are as follows:

Estimated Impairment of Brands, Licenses and Trademarks

The Group evaluates whether there is any indication that their brands, licenses and trademarks have suffered any impairment, in accordance with their stated accounting policy. The recoverable amount of brands, licenses and trademarks is determined from value in use calculations. The key assumptions for the value in use calculation are those regarding expected discounted future cash flows.    

Estimated Impairment of Goodwill

The Group tests annually whether goodwill has suffered any impairment, in accordance with their stated accounting policy. The recoverable amount of goodwill is determined from value in use calculations. The key assumptions for the value in use calculation are those regarding expected discounted future cash flows.

Impairment of Assets other than Brands, Licenses, Trademarks and Goodwill

The Group reviews the carrying amounts of assets as at each net asset statement date to determine whether there is any indication of impairment in accordance with their stated accounting policy. If any such indication exists, the assets' recoverable amount or value in use is estimated. Determining the value in use of property, plant and equipment, which requires the determination of future cash flows expected to be generated from the continued use and ultimate disposal of the asset, requires the Company to make estimates and assumptions that can materially affect the financial statements. Any resulting impairment loss could have a material adverse impact on the Group's financial position and results of operations.

Income Taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the capital allowance, deductibility of certain expenses and taxability of certain income during the estimation of the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred income tax provisions in the period in which such determination is made.

Evaluation of deferred income

The Group reviews the fees raised at the end of relevant periods to evaluate those amounts that cover the future provision of education not yet delivered to evaluate the amount of deferred income to be recognised in a future period

Revenue Recognition

Revenue is recognised on the following basis:

·      Course fees and examination fees are recognised as income based on classes or examinations conducted during the year.

·      Accommodation fees are recognised as income based upon occupancy of act a point in time.

·      Publication sales are recognised upon sale of study guides.

·      Registration fees are recognised upon approval of respective applications.

·      Revenues from support services are recognised when services are rendered.

·      All other course fees in respect of courses offered with no obligation to impart lessons are recognised when the students register for the course and collect the study materials.

Deferred income relates to course and accommodation fees received in advance and is recognised in the income statement based on classes conducted and accommodation provided.

Intangible fixed assets

An intangible asset with indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. 

License fees with a definite life are amortised using a straight line method over a period of 2 to 5 years. Brands with a definite life are amortised using a straight line method over a period of 25 years.

Impairment of tangible and intangible assets excluding goodwill

An assessment is made at each net asset statement date of whether there is any indication of impairment of any asset, or whether there is any indication that an impairment loss previously recognised for an asset in prior years may no longer exist or may have decreased. If any such indication exists, the asset's recoverable amount is estimated. An asset's recoverable amount is calculated as the higher of the asset's value in use or its fair value less costs to sell. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged to the income statement in the period in which it arises unless the relevant asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation decrease.

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount of an asset, however not to an amount higher than the carrying amount that would have been determined (net of any depreciation) had no impairment loss been recognised for the asset in prior years.

A reversal of an impairment loss is credited to the income statement in the period in which it arises unless the relevant asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation increase.

Goodwill

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating sub-groups expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, 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 subsequent periods.

4.    Dividend

No interim dividend for this financial year is proposed.

5.    (Loss)/ earnings per share

The basic (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the relevant period. The weighted average number of shares in issue during the period was 64,450,963 (2015: 63,051,043).

The diluted (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the relevant period diluted for the effect of share options and warrants in existence at the relevant period. The weighted average number of shares in issue diluted for the effect of share options and warrants in existence during the period was 64,450,963 (2015: 63,051,043).

6.    Share capital

On the 15th of June 2016, it was announced that the Company had agreed with certain shareholders that loans from them amounting in aggregate to £853,951 would be converted into ordinary shares in the Company at a value of 5 pence per share. 17,079,020 Ordinary Shares were issued at 5p each increasing the total number of Ordinary Shares held in the Company to 80,130,063 (previously: 63,051,043).

7.    Subsequent events - discontinued activities

As reported in the 2015 Annual Report, the Group had undertaken the following activities to date in 2016.

On the 7th of July, 2016, the Company announced that it had disposed of one of its subsidiary companies, Malvern House Ireland Limited, in which it had a 55% interest in the share capital, to Oscar World Education Limited, Ireland. The consideration for the disposal was €660,000 (approximately £560,000) payable in cash on completion. The Purchaser will also sign a franchise agreement for one year (renewable yearly) enabling it to use the Malvern House brand name on payment of a royalty of 2.5% of tuition fee revenue per year. The proceeds of the disposal have been used to supplement the Group's cash resources. The disposal has no impact on the other operations of the Group.

This disposal has been reported as a discontinued activity in 2016 and the 2015 Financial Results have been re-stated on the same basis for comparative reasons.

The profit attributed to the discontinuance of the Malvern operations in Ireland is as follows:

                                                     June 2016                June 2015                  December 2015

                                                     Half Year                Half Year                  Full Year      

                                                    (unaudited)                (unaudited)                (audited)

Revenue                                         1,267,354               1,231,189                      2,905,301

Costs of Service Sold                       ( 718,035)              (737,830)                      (1,446,089)

Personnel Costs                               ( 218,973)             (175,023)                       (539,091)

Other Operating Expenses               (264,497)               (238,274)                       (619,280)

Depreciation & Finance Costs          (33,192)                 (27,792)                        (55,561)

Tax Expense                                         -                             -                            17,150

Profit on Discontinued Activity       32,656                       52,271                       262,431

The Net Assets of the discontinued operation in Ireland are as follows:

                                                     June 2016                June 2015                     December 2015

                                                     Half Year                Half Year                         Full Year     

                                                    (unaudited)                (unaudited)                    (audited)

Non-Current Assets                        99,167                       120,001                          111,615

Current Assets                                731,039                     616,974                          525,628

Total Assets                                 830,206                   736,975                        637,243

Current Liabilities                         1,076,412                     946,882                          877,024

Non-Current Liabilities                        -                              -                                       -

Total Liabilities                         1,076,412                   946,882                        877,024

Net Assets                                  (246,206)                 (209,907)                       (239,781)

Share Capital                                        725                           725                                 725

Total Reserves                              (246,931)                  (210,632)                        (240,506)

Net Equity                                  (246,206)                 (209,907)                       (239,781)

8.    Subsequent events - Change of Name of the Company from AEC Education PLC to Malvern International PLC.

At the recently concluded AGM for the Group on the 12^th  of September, 2016, a resolution to change the name of the Group company from AEC Education PLC to Malvern International PLC was duly passed and came into effect on the 14^th of September, 2016.

 

END

 

 

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