Final Results

Mercury Group PLC 31 March 2008 Mercury Group Plc ('Mercury' or 'the Company') Results for the year ended 30th September 2007 CHAIRMAN'S STATEMENT Introduction I am reporting the results for Mercury Group plc for the year ended 30 September 2007. The Group suffered a long period of instability during 2006 and the early part of 2007, consequent upon the refinancing of the business in February 2007. Since that date, all of the contentious issues have been resolved and the newly constituted Board started the task of growing the Group's core business, SMPA, both organically and by acquisition. The Group's development since the new Board took up office in February 2007 has been hindered by the significant downturn in the property sector, which started to emerge during the summer of 2007 and the inability to raise additional equity in the markets to fund acquisitions. Against this background, the Group continued to incur losses in the year ended 30 September 2007, which have been mitigated by making significant reductions in the Group's high historic overhead cost base. Group financial performance The Group's turnover for the year ended 30 September 2007 was £2.7 million compared with £5.6 million in 2006. SMPA incurred a loss before exceptional items of £174,000 (after charging goodwill amortisation and impairment of £121,000), compared with a profit of £51,000 in 2006. After much reduced central costs of £499,000 (after charging goodwill impairment of £227,000), compared with £1.6 million in 2006, the Group's loss on continuing activities before exceptional items was £799,000. The exceptional items incurred in 2007 of £451,000 relate to the fund raising costs associated with the 2007 refinancing of £185,000, redundancy costs of £50,000 and write-offs associated with the agreement of SMPA's earn out accounts of £216,000. Net losses on discontinued operations amounted to £48,000 and £15,000 was provided to write-off the Company's investment in Dialog Group Inc. After charging interest of £60,000, the Group incurred a significantly reduced loss before tax in 2007 of £1.3 million (2006: loss of £4.8 million). The loss before tax for the year ended 30 September 2007 includes total goodwill amortisation and impairment charges of £348,000. This comprises £79,000 for the full impairment of goodwill arising on the acquisition of the CRC business acquired in January 2007 and £269,000 for SMPA. Goodwill recorded on the Group balance sheet at 30 September 2007 for SMPA is £812,000. Continuing operations SMPA continues to be the Group's core business offering a range of property services to corporate clients. SMPA is a commercial property consultancy and estate agency with over 50 years' experience providing a personal service to UK and international clients. With offices in the West End and City of London, it offers a wide range of professional services including investment, development, valuation, management and all aspects of occupancy. Although based in London, it is able to service clients throughout the UK. Discontinued operations On 12 June 2007, the Company disposed of its shareholding in Telco Solutions Limited for a net consideration of £8,500. Telco's business of project management was considered by the new Board to be non-core. Subsequent to the disposal, the acquiring company went into administration, with only £8,500 of the contracted £85,000 of total consideration actually received. Telco Solutions Limited was a loss making business throughout its period of ownership, incurring operating losses of £60,000 in the year ended 30 September 2007 and £170,000 in the year ended 30 September 2006. Dividends The Board does not recommend the payment of a dividend (2006: £nil). Funding In February 2007, the Board secured additional funding by issuing a loan note instrument constituting £1,000,000 of Unsecured Loan Stock, which has all now been drawn down. Earn Out Accounts The Board was pleased to report agreement of the earn out accounts on SMPA after the year end with the vendor partners of that business. The total additional consideration arising on the acquisition of SMPA was agreed at £182,000 of which 50% was settled by the issue of shares and 50% by way of convertible loan notes. Directors Following the 2007 refinancing, a number of changes were made to the Board. As previously stated, I joined the Board as Chairman in February and I was pleased to welcome Brian Basham and Andrew Lovelady who were appointed directors at the same time. I was also pleased that both Walter Goldsmith and James Lugg remained on the Board as non-executive directors and Ronnie Franks as Chief Executive Officer. Simon Michaels resigned from the Board as Finance Director on 13 February 2007 and I would like to thank him for his commitment and support. Andrew Lovelady became part-time Finance Director in his place. Management and employees I would like to thank the Group's employees who have continued to work tirelessly in spite of the Group's difficult trading conditions. Proposed capital reorganisation and de-listing Earlier today, the Company announced that it intends to effect a capital reorganisation and seek shareholders' approval to cancel the admission of the ordinary shares in the Company to trading on AIM. Full details are set out in a circular to the shareholder's dated 31 March 2008, including notice of the Extraordinary General Meeting of shareholders called to approve the proposals, which is being posted today. Summary details of the proposals are set out below: a) Capital reorganisation The Company presently has in excess of 3,700 Shareholders. This adds a considerable cost to the overheads of the Company caused by the need to produce annual accounts and registrar's costs. Over 60 % of shareholders have holdings with a value of £3 or less. Accordingly, it is proposed that: • every 600 Existing Ordinary Shares will be consolidated into one new ordinary share of £6 each in the capital of the Company; • each new ordinary share of £6 each will be subdivided into 60 new ordinary shares of 10p each in the capital of the Company; • each of the issued ordinary shares of 10p each resulting from the consolidation will be subdivided and re-designated into one New Ordinary Share and one Deferred Share; • each of the authorised and unissued Ordinary Shares will be re-designated into one New Ordinary Share; and • all of the existing authorised but unissued deferred shares of 0.1p be and are hereby cancelled and the amount of the Company's share capital shall be diminished by the amount of the shares so cancelled. b) De-listing The Directors consider that one of the principal obstacles to the development of the Group is the cost of being a public company, which they estimate amounts to over £150,000 per annum. Given the low market capitalisation of the Company and the low liquidity of the Existing Ordinary Shares, the Directors consider that it would be in the best interests of the Company to seek a de-listing of its shares on AIM. Current trading and prospects Whilst trading in the first five months of the current financial year has been in line with management expectations, your Directors cannot expect the Group to be immune from the current situation in the property market. George Kynoch Chairman 31 March 2008 CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 30 September 2007 Notes Continuing Discontinued Total Total Operations Operations 2007 2007 2007 2006 £'000 £'000 £'000 £'000 ________________________________________________________________________________ TURNOVER 2 2,638 19 2,657 5,557 COST OF SALES (1,387) (4) (1,391) (1,615) ________________________________________________________________________________ GROSS PROFIT 1,251 15 1,266 3,942 Administrative expenses (2,441) (75) (2,516) (6,596) OPERATING LOSS ________________________________________________________________________________ Before exceptional items 2 (739) (60) (799) (2,092) Exceptional items 3 (451) - (451) (562) ________________________________________________________________________________ OPERATING LOSS AFTER EXCEPTIONAL ITEMS (1,190) (60) (1,250) (2,654) Sale of subsidiary undertaking - 12 12 (2,133) Amounts written off investments (15) - (15) (70) Interest payable and similar charges (58) (2) (60) (17) Interest receivable and similar income - - - 95 ________________________________________________________________________________ LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (1,263) (50) (1,313) (4,779) Tax on loss on ordinary activities - - - - ________________________________________________________________________________ LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (1,263) (50) (1,313) (4,779) ________________________________________________________________________________ LOSS FOR THE FINANCIAL YEAR (1,263) (50) (1,313) (4,779) ________________________________________________________________________________ Loss per ordinary share 4 (1.12)p (0.04)p (1.16)p (4.39)p Loss per ordinary share on a diluted basis 4 (1.12)p (0.04)p (1.16)p (4.39)p There are no recognised gains or losses other than those passing through the profit and loss account. CONSOLIDATED BALANCE SHEET At 30 September 2007 2007 2006 £'000 £'000 ________________________________________________________________________________ FIXED ASSETS Intangible assets 812 1,360 Tangible assets 80 97 Investments - 50 ________________________________________________________________________________ 892 1,507 ________________________________________________________________________________ CURRENT ASSETS Debtors 706 1,222 Cash at bank 429 86 ________________________________________________________________________________ 1,135 1,308 CREDITORS: amounts falling due within one year (716) (1,003) ________________________________________________________________________________ NET CURRENT ASSETS 419 305 ________________________________________________________________________________ TOTAL ASSETS LESS CURRENT LIABILITIES 1,311 1,812 CREDITORS: amounts falling due after more than one year (1,091) - ________________________________________________________________________________ NET ASSETS 220 1,812 ________________________________________________________________________________ CAPITAL AND RESERVES Called up share capital 1,130 1,130 Share premium account 847 847 Shares to be issued 91 370 Distributable reserve 4,711 4,711 Other reserve 156 156 Profit and loss account (6,715) (5,402) ________________________________________________________________________________ EQUITY SHAREHOLDERS' FUNDS 220 1,812 ________________________________________________________________________________ Reconciliation of movement in consolidated shareholders' funds 30 September 30 September 2007 2006 £'000 £'000 ________________________________________________________________________________ Loss for the financial year (1,313) (4,779) Decrease in shares to be issued (279) (2,568) Increase in share capital - 65 Premium on shares issued - 491 ________________________________________________________________________________ Net movement in shareholders' funds (1,592) (6,791) Opening shareholders' funds 1,812 8,603 ________________________________________________________________________________ Closing shareholders' funds 220 1,812 ________________________________________________________________________________ CONSOLIDATED CASH FLOW STATEMENT Year ended 30 September 2007 Note 2007 2006 £'000 £'000 ________________________________________________________________________________ Net cash outflow from operating activities A (537) (1,334) Returns on investments and servicing of finance Interest received - 95 Interest paid (60) (17) ________________________________________________________________________________ Net cash (outflow)/inflow from returns on investments (60) 78 and servicing of finance ________________________________________________________________________________ Taxation Paid - (33) ________________________________________________________________________________ Capital expenditure and financial Investment Payments to acquire tangible fixed assets (4) (60) Purchase of investments - (50) Purchase of business B (50) - ________________________________________________________________________________ Net cash outflow from investing activities (54) (110) ________________________________________________________________________________ Acquisitions and disposals Purchase of subsidiary undertakings - (99) Proceeds of disposal of subsidiary C 8 100 Net overdraft disposed with subsidiary - 291 Proceeds from the disposal of shares 35 - ________________________________________________________________________________ Net cash inflow from acquisitions and disposals 43 292 ________________________________________________________________________________ Net cash outflow before financing (608) (1,107) ________________________________________________________________________________ Financing Net cash proceeds from share issue - (38) Capital element of finance lease - (4) Loan note drawn down 1,000 - ________________________________________________________________________________ Net cash inflow/(outflow) from financing 1,000 (42) ________________________________________________________________________________ Increase/(decrease) in cash in the year D,E 392 (1,149) ________________________________________________________________________________ NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT Year ended 30 September 2007 A. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2007 2006 £'000 £'000 ________________________________________________________________________________ Operating loss (1,250) (2,654) Depreciation charge 20 47 Loss on sale of assets - 5 Goodwill amortisation and impairment 348 869 Decrease in work in progress - 80 Decrease/(increase) in debtors 471 (56) (Decrease)/increase in creditors (126) 375 ________________________________________________________________________________ Net cash outflow from operating activities (537) (1,334) ________________________________________________________________________________ B. PURCHASE OF BUSINESS £'000 ________________________________________________________________________________ Assets acquired: Tangible fixed assets 4 Goodwill 79 ________________________________________________________________________________ 83 ________________________________________________________________________________ Settled by: Cash paid 50 Deferred consideration 33 ________________________________________________________________________________ Cash received 83 ________________________________________________________________________________ C. SALE OF SUBSIDIARY UNDERTAKING £'000 ________________________________________________________________________________ Assets disposed of: Tangible fixed assets 1 Debtors 45 Creditors (50) ________________________________________________________________________________ (4) Surplus on disposal 12 ________________________________________________________________________________ Cash received 8 ________________________________________________________________________________ Telco Solutions Limited contributed £60,000 to the Group's operating cash outflow and paid £2,000 in respect of net returns on investments and servicing of finance. D. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 2007 2006 £'000 £'000 ________________________________________________________________________________ Increase/(decrease) in cash in the year 392 (1,353) (Increase)/decrease in debt in the year (1,000) 204 ________________________________________________________________________________ Movement in net debt in the year (608) (1,149) Opening (net debt)/funds (16) 1,133 ________________________________________________________________________________ Closing net debt (624) (16) ________________________________________________________________________________ E. ANALYSIS OF CHANGES IN NET DEBT 30 September Cash flows 30 September 2006 2007 £'000 £'000 £'000 ________________________________________________________________________________ Cash at bank 86 343 429 Bank overdraft (102) 49 (53) ________________________________________________________________________________ (16) 392 376 Loan - (1,000) (1,000) ________________________________________________________________________________ (16) (608) (624) ________________________________________________________________________________ NOTES TO THE ACCOUNTS Year ended 30 September 2007 1. ACCOUNTING POLICIES The financial information set out above has been prepared using accounting policies consistent with 2006. The financial information for the year ended 30 September 2007 and 2006 set out above does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The information has been extracted from the statutory accounts of Mercury Group plc for the year ended 30 September 2007, which have not yet been filed with the Registrar of Companies. Statutory accounts for the year ended 30 September 2006 have been delivered to the Registrar of Companies. Statutory accounts for the year ended 30 September 2007 were approved by the Board of Directors on 28 March 2008, are audited and will be delivered to the Registrar of Companies following the Annual General Meeting on 1 May 2008. The Company's auditors, Kingston Smith LLP, have reported on the 2007 and 2006 accounts under section 235(1) of the Companies Act 1985. Those reports were not qualified within the meaning of section 235(2) of the Companies Act 1985 and did not contain statements made under section 237(2) and 237(3) of the Companies Act 1985. 2. SEGMENTAL ANALYSIS 2007 2006 £'000 £'000 ________________________________________________________________________________ Sales United Kingdom 2,657 5,557 ________________________________________________________________________________ Sales SMPA 2,638 3,397 Discontinued operations 19 2,160 ________________________________________________________________________________ 2,657 5,557 ________________________________________________________________________________ Operating profit/(loss) before exceptional items SMPA (174) 51 Discontinued operations (60) (589) Central and plc related costs (499) (1,590) ________________________________________________________________________________ (733) (2,128) Exceptional items (517) (526) ________________________________________________________________________________ Operating loss after exceptional items (1,250) (2,654) ________________________________________________________________________________ Operating net assets SMPA 946 1,325 Discontinued operations - 34 Central and plc related costs (102) 469 ________________________________________________________________________________ 844 1,828 Borrowings (624) (16) ________________________________________________________________________________ Net assets 220 1,812 ________________________________________________________________________________ 3. EXCEPTIONAL ITEMS 2007 2006 £'000 £'000 ________________________________________________________________________________ Operating items Redundancies and employee termination costs 50 242 Relocation costs - 31 Deal abort costs - 289 Re-financing costs 185 - Write-offs on agreement of SMPA's earn out accounts 216 - ________________________________________________________________________________ 451 562 ________________________________________________________________________________ Non-operating items ________________________________________________________________________________ (Surplus)/loss on disposal of subsidiary undertaking (12) 2,133 ________________________________________________________________________________ There will be no tax impact related to this exceptional item due to the losses for tax purposes. 4. LOSS PER ORDINARY SHARE Loss per share are calculated on the results shown in the table below. The basic loss per share calculation are based on a weighted average number of ordinary shares of 1p each of 112,975,684 (2006: 108,927,248). The diluted number of ordinary shares of 1p each is 114,645,684 (2006: 111,112,248). The effect of the share options on the calculation of the earnings per share was anti-dilutive. 2007 2006 £'000 £'000 ________________________________________________________________________________ Continuing operations (1,263) (2,166) Discontinued operations (50) (2,613) ________________________________________________________________________________ Total (1,313) (4,779) ________________________________________________________________________________ 5. POSTING OF REPORT AND ACCOUNTS The 2007 Report and Accounts will be posted to shareholders on 31 March 2008 and will be available from the Company's website www.mgplc.co.uk. Contacts: George Kynoch, Chairman, 020 7393 4000 David Worlidge, John East Partners Limited 020 7628 2200 This information is provided by RNS The company news service from the London Stock Exchange

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