Final Results
|
Press Release |
3 June 2013 |
Volvere plc
("Volvere" or the "Group")
Final Results for the year ended 31 December 2012
Volvere plc (AIM:VLE), the turnaround investment company, announces its final results for the year ended 31 December 2012.
Highlights
|
· |
Net assets per share: £3.74 (2011: £3.63) |
|
· |
Group net assets: £19.5 million (2011: £20.2 million) |
|
· |
Cash and marketable securities: £14.6 million (2011: £16.4 million) |
|
· |
Group revenue from continuing businesses: £15.3 million (2011: £12.2 million) |
|
· |
Group loss before tax (excluding gains on bargain acquisitions) £0.14 million (2011: loss £0.16 million) |
|
· |
Investment revenues and other gains on investments £0.9 million (2011: £1.3 million) |
|
· |
Total basic (and diluted) loss per share 6.56p (2011: earnings per share 26.92p and 26.87p respectively) |
|
· |
Operating businesses performed satisfactorily |
Extracts of the final results appear below and the Company's Annual Report and Accounts and Notice of AGM are expected to be posted to shareholders on 4 June 2013 and shortly thereafter be made available on the Company's website, www.volvere.co.uk.
Chairman's statement
I am pleased to report on the results for the year ended 31 December 2012.
The performance of our main businesses is on track and the company balance sheet robust, with net assets per share once again increasing year-on-year from £3.63 to £3.74. I am particularly pleased that, following the year end, we made a further acquisition to our portfolio. I am confident that our management team will continue to deliver the best possible result for shareholders, despite the inevitable challenges ahead.
David Buchler
Chairman
3 June 2013
For further information:
|
Volvere plc |
|
|
Jonathan Lander, CEO |
Tel: +44 (0) 20 7634 9707
|
|
N+1 Singer Aubrey Powell, Director, Corporate Finance
|
Tel: + 44 (0) 20 7496 3000 |
Chief Executive's statement
Operating review
During the year the Group operated in three segments: online marketing & data services, security solutions and food manufacturing. The financial performance of each segment is summarised below and in the financial review and further detailed in note 5 to the preliminary announcement.
Online marketing & data services
Our online marketing and data services business, Interactive Prospect Targeting Limited ("IPT"), produced revenue and profit before interest, tax and amortisation of £8.9 million and £0.18 million respectively, which was a small improvement on the previous year (2011: £8.3 million and £0.15 million).
The core business of lead generation performed satisfactorily in the period. However, the market remained subdued and limited to a small number of clients and sectors.
The investment in IPT's quiz site, "Quizfactor", is substantial and I am pleased that, post-year end, the division generated its first sales. The site is now fully operational and the content is available on www.quizfactor.co.uk, as well as on over 100 third party sites on a "white-labelled" basis. Traffic growth and visitor time-spent-on-site are both encouraging.
IPT paid a dividend of £0.22 million in February 2013, of which we received £0.10 million, bringing the total cash received by way of loan repayments and dividends from IPT since acquisition in 2008 to £2.75 million, compared with an original investment cost of £1.4 million.
Security solutions
Sira Defence & Security had a difficult year with revenue falling to £0.25 million (2011: £0.6 million), resulting in a small loss of £0.004 million (2011: profit £0.096 million). Since the beginning of 2012, the impact of public sector funding cuts has meant that new orders have not been forthcoming at previous levels. We have reduced our fixed costs and are currently considering how best to exploit the value in this business going forward.
Food manufacturing
Shire Foods Limited ("Shire"), in which the Group has an 80% stake, was acquired on 29 July 2011, and, therefore, 2012 was its first full year of trading within the Group. Between the acquisition date and the end of 2012, the Group has invested (through a mixture of loans and equity) a total of £2.1 million in Shire directly, with a further £0.45 million, indirectly through another Group company, in related intellectual property.
Shire's turnover for the year was £6.2 million (5 months to December 2011: £3.3 million) and it incurred a loss before interest and tax of £0.3 million (5 months to December 2011: £0.6 million). This reduction in losses reflects the restructuring undertaken both in terms of reducing Shire's cost base as well as new product launches and customer contract wins. That increased customer activity has continued to benefit the early part of 2013 in terms of revenue growth, with new product launches in the second half of 2013 expected to deliver yet more growth. However, in common with other food manufacturing businesses, the start of 2013 has been challenging, with raw material prices increasing significantly. Whilst the effects of this can, to some extent, be passed on to customers, the nature and significance of certain of Shire's major retail accounts means that no certainty can be assumed about their willingness to accept increases without affecting revenue. Revenues are, however, higher than at the same period last year. We remain determined to continue to offer all our customers the balance between quality and cost that they demand, in a controlled and safe environment.
Cash and investments
At the year end the Group had cash of £13.6 million (2011: £4.3 million) and a total of £0.7 million (at cost) (2011: £12.0 million) invested in available for sale investments, with a valuation of £1.0 million (£12.0 million).
In line with the Group's treasury management policies and pending investment in other acquisitions, the Group continues to invest in equity and/or bond index funds, as well as specific securities with attractive yields.
Acquisitions and future strategy
The UK economy has returned to growth albeit at a very modest level. We remain cautious of making any investment that is predicated on a surge in economic activity. Smaller companies are particularly vulnerable in low or no-growth environments and that is where we invest and are invested. However, where we can acquire good businesses at modest prices, we believe that is worth doing. In furtherance of that strategy, following the year end, we purchased the business and assets of a UK engineering and transport planning consultancy, JMP Consultants Limited for a cash consideration of £0.42 million.
I believe that the coming months will present many challenges as well as many opportunities and look forward to both with confidence.
Jonathan Lander
Chief Executive
3 June 2013
Financial review
This financial review covers the Group's performance for the year ended 31 December 2012. It should be read in conjunction with the Chairman's and Chief Executive's statements.
Accounting policies and basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The Group's accounting policies are set out in note 1.
Revenue and operating performance
Detailed information about the Group's segments is set out in note 5 and should be read in conjunction with this financial review.
Total revenue from continuing operations was £15.3 million (2011: £12.2 million). Revenue by segment is shown in note 5. The Group incurred a small loss before tax of £0.1 million, which was in line with the underlying result from the prior year (2011: profit £1.2 million which included a £1.3 million gain on bargain acquisition of Shire Foods Limited).
Online marketing and data services
The Group's online marketing and data services segment consists of Interactive Prospect Targeting Limited and its subsidiary ("IPT"). IPT's revenue for 2012 as a whole rose from £8.3 million in 2011 to £8.9 million in 2012. Profits before tax rose slightly from £0.15 million in 2011 to £0.18 million in 2012. Investment in Quizfactor continued, with total investment in 2012 of £0.76 million (2011: £0.52 million), all of which has been expensed in the year.
Security solutions
Revenue from security solutions fell to £0.25 million (2011: £0.56 million) due to the fall in orders from the UK public sector, particularly in follow-on orders from the security services. Despite implementing significant cost reductions this resulted in a loss of £0.004 million (2011: profit £0.096 million). Costs have been reduced further in 2013 and the business continues to generate new business opportunities, however police budgetary constraints continue to limit penetration of its software. At the end of 2012 the net amount invested in this segment was £0.19 million.
Food manufacturing
The Group's food manufacturing segment consists of Shire Foods Limited ("Shire") in which a majority stake was acquired during 2011. The Group has an 80% stake in Shire. This segment contributed £6.2 million of revenues and incurred losses before interest and tax of £0.3 million. In the period from acquisition to 31 December 2011 (5 months) this segment contributed £3.3 million of revenues but incurred losses of £0.6 million, so the underlying trend in 2012 was one of significant improvement compared with the initial post-acquisition period. Revenue in the second half of 2012 was almost 47% higher (at £3.67 million) than the first half (£2.50 million), partly reflecting seasonality and partly new contract wins. Whilst the growth in revenues represented a good achievement, the margins achieved were lower than those experienced in the first half as the product mix altered and raw material prices increased. Ignoring the effects of a one-off energy credit in the first half amounting to £0.06 million, losses before interest and tax were reduced from £0.22 million to £0.14 million in the second half.
The Group has invested in and supported Shire by way of equity and loans. At 31 December 2012 the total equity invested was £0.53 million (2011: £0.53 million) and loans outstanding were £1.57 million (2011: £0.73 million). The increase in loans during the course of 2012 took place principally in the second half of the year to meet the working capital requirements of the business. In addition to this, the Group acquired an intangible asset relating to a wedge-shaped pie design for £0.45 million during the year.
As noted in the Chief Executive's statement last year, actions were taken to improve profitability and as part of a financial restructuring, Shire entered into a creditors' voluntary arrangement ("CVA") in January 2012. Under the terms of the CVA Shire will pay £0.35 million over a maximum 3 year period in satisfaction of unsecured liabilities of approximately £1.2 million. At the end of 2012, the amount owing to CVA creditors was £1.1 million, following payments made under the CVA arrangement in the course of the year.
Investment revenues, other gains and losses and finance income and expense
Whilst continuing to review and assess further investments in trading activities, the Group had significant cash on hand and has continued with active treasury management in response to prevailing low interest rates. This strategy achieved investment revenue, other gains and losses and net finance income totalling £0.8 million (2011: £1.2 million).
Statement of financial position
Cash and cash equivalents
Cash at the year end totalled £13.6 million (2011: £4.3 million). This includes (by virtue of its full consolidation) £0.8 million (2011: £0.8 million) held in its 45% owned subsidiary, IPT. As noted below, the Group made purchases during the year of its own shares for treasury for a total consideration of £0.80 million (2011: £2.16 million).
Available for sale investments
At the year end the Group's available for sale investments had a market value of £1.0 million (2011: £12.0 million); the base cost of these investments was £0.7 million (2011: £12.0 million).
Hedging
It is not the Group's policy to enter into derivative instruments to hedge interest rate risk.
In the prior year certain of the investments were denominated in US dollars (base cost $4 million, valuation $4.3 million) and, in order to hedge the foreign exchange risk associated with those investments, the Group had entered into a foreign exchange contract for the sale of $4.25 million in December 2012 at a rate of $1.5579/£1. There are no foreign currency investments at 31 December 2012 and, accordingly, no hedging instruments are in place.
Dividends
In accordance with the policy set out in the prospectus on admission to AIM, the Board does not currently intend to recommend payment of a dividend and prefers to retain profits as they arise for investment in future opportunities, or to purchase own shares for treasury where that is considered to be in the best interests of shareholders.
During the previous year, however, IPT paid dividends totalling £0.55 million of which £0.30 million was paid to third party (i.e. non-Group) shareholders.
Purchase of own shares
The Group purchased for treasury a total of 323,170 shares (2011: 767,564 shares) for total consideration of £0.80 million (2011: £2.16 million) representing an average price of £2.46 per share (2011: £2.81 per share).
Earnings per share
The basic and diluted loss per ordinary share was 6.56p (2011 earnings per ordinary share: 26.92p and 26.87p respectively). During the year the Company continued the operation of a share option scheme in which certain staff are entitled to participate, subject to the scheme's terms and conditions.
Post balance sheet event
On 14 May 2013 the Group acquired the business and certain assets of JMP Consultants Limited for a cash consideration of £0.42 million. The estimated fair value of the net assets acquired was £0.6 million. The Group has agreed to make a working capital facility available to the company.
Key performance indicators
The Group uses key performance indicators suitable for the nature and size of the Group's businesses. These are primarily monthly reports of profitability, levels of working capital and workload. In the online marketing and data services segment, the Group monitors traffic statistics both in terms of yield and cost as well as overall profitability. In respect of the food manufacturing sector order intake, manufacturing output and sales are monitored weekly and reported monthly. Order intake is monitored and reported monthly in respect of the security solutions segment. The segmental analysis in note 5 summarises the financial performance of each segment.
Risk factors
The Company and Group face a number of specific business risks that could affect the Group's success. The Group invests in distressed businesses and securities, which by their nature, often carry a higher degree of risk than those that are not distressed. The Group's businesses are principally engaged in the provision of services that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload. In addition, the online marketing and data services segment is particularly dependent on IT systems and infrastructure, the unavailability of which could impact the Group materially. In the food manufacturing segment, there is a dependency on a small number of customers. A reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially. More information on the Group's financial risks is disclosed in note 17.
Nick Lander
Chief Financial & Operating Officer
3 June 2013
Consolidated income statement
|
|
|
|
|
|
|
|
Note |
|
2012 |
2011 |
|
|
|
|
£'000 |
£'000 |
|
Continuing operations |
|
|
|
|
|
Revenue |
5 |
|
15,341 |
12,221 |
|
Cost of sales |
|
|
(9,587) |
(6,250) |
|
|
|
|
|
|
|
Gross profit |
|
|
5,754 |
5,971 |
|
Distribution costs |
|
|
(429) |
(819) |
|
Administrative expenses: |
|
|
|
|
|
- Before gain on bargain acquisition |
|
|
(6,315) |
(6,550) |
|
- Gain on bargain acquisition |
28 |
|
11 |
1,310 |
|
Administrative expenses |
|
|
(6,304) |
(5,240) |
|
|
|
|
|
|
|
Operating loss |
2 |
|
(979) |
(88) |
|
|
|
|
|
|
|
Investment revenues |
7 |
|
295 |
440 |
|
Other gains and losses |
7 |
|
644 |
846 |
|
Finance expense |
7 |
|
(137) |
(67) |
|
Finance income |
7 |
|
47 |
23 |
|
|
|
|
|
|
|
(Loss)/profit before tax |
|
|
(130) |
1,154 |
|
Income tax |
8 |
|
(219) |
(68) |
|
|
|
|
|
|
|
(Loss)/profit for the year from continuing operations |
|
|
(349) |
1,086 |
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
Profit for the year from discontinued operations |
6 |
|
- |
91 |
|
|
|
|
|
|
|
(Loss)/profit for the year |
|
|
(349) |
1,177 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
- Equity holders of the parent |
21 |
|
(325) |
1,431 |
|
- Non-controlling interests |
|
|
(24) |
(254) |
|
|
|
|
|
|
|
|
|
|
(349) |
1,177 |
|
|
|
|
|
|
|
(Loss)/earnings per share |
9 |
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
|
|
|
|
- Basic |
|
|
(6.56)p |
25.21p |
|
- Diluted |
|
|
(6.56)p |
25.16p |
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
- Basic |
|
|
- |
1.71p |
|
- Diluted |
|
|
- |
1.71p |
|
|
|
|
|
|
|
Total |
|
|
|
|
|
- Basic |
|
|
(6.56)p |
26.92p |
|
- Diluted |
|
|
(6.56)p |
26.87p |
|
|
|
|
|
|
Consolidated statement of comprehensive income
|
|
|
|
2012 |
2011 |
|
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
|
(Loss)/profit for the year |
|
|
(349) |
1,177 |
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
Fair value gains and losses on available for sale financial assets |
|
|
|
|
|
- current period gains/(losses) |
|
|
267 |
(608) |
|
- deferred tax on prior period gains |
|
|
152 |
12 |
|
- reclassified to profit or loss |
|
|
28 |
(825) |
|
|
|
|
|
|
|
Other comprehensive income |
|
|
447 |
(1,421) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
|
98 |
(244) |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
- Equity holders of the parent |
|
|
122 |
10 |
|
- Non-controlling interests |
|
|
(24) |
(254) |
|
|
|
|
|
|
|
|
|
|
98 |
(244) |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity
|
2011 |
Share capital £'000 |
Share premium £'000 |
Revaluation reserve £'000 |
Retained earnings £'000 |
Total £'000 |
|
Total £'000 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
- |
- |
(1,421) |
- |
(1,421) |
- |
(1,421) |
|
|
- |
- |
- |
1,431 |
1,431 |
(254) |
1,177 |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
- |
- |
(1,421) |
1,431 |
10 |
(254) |
(244) |
|
|
9 |
3,636 |
1,258 |
13,947 |
18,850 |
1,228 |
20,078 |
|
|
|
|
|
|
|
|
|
|
|
41 |
- |
- |
- |
41 |
- |
41 |
|
Purchase of own shares |
- |
- |
- |
(2,158) |
(2,158) |
- |
(2,158) |
|
Non-controlling interest recognised on business combination
Additional investments in subsidiary undertakings
Conversion of shares classed as liabilities to equity
Change in non-controlling interest |
-
-
-
- |
-
-
- |
-
-
-
- |
-
613
1,309
- |
-
613
1,309
- |
1,528
(686)
-
19 |
1,528
(73)
1,309
19 |
|
subsidiaries to non- controlling interests |
- |
- |
- |
- |
- |
(300) |
(300) |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December |
50 |
3,636 |
(163) |
15,142 |
18,665 |
1,535 |
20,200 |
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
Other comprehensive income |
- |
- |
447 |
- |
447 |
- |
447 |
|
|
- |
- |
- |
(325) |
(325) |
(24) |
(349) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
- |
- |
447 |
(325) |
122 |
(24) |
98 |
|
|
50 |
3,636 |
(163) |
15,142 |
18,665 |
1,535 |
20,200 |
|
|
|
|
|
|
|
|
|
|
Purchase of own shares |
- |
- |
- |
(796) |
(796) |
- |
(796) |
|
|
- |
- |
- |
- |
- |
(34) |
(34) |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December |
50 |
3,636 |
284 |
14,021 |
17,991 |
1,477 |
19,468 |
|
|
|
|
|
|
|
|
|
Consolidated statement of financial position
|
|
|
|
2012 |
2011 |
|
|
Note |
|
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Goodwill |
11 |
|
305 |
305 |
|
Other intangible assets |
11 |
|
429 |
- |
|
Property, plant and equipment |
12 |
|
5,753 |
6,085 |
|
Deferred tax asset |
19 |
|
851 |
918 |
|
|
|
|
|
|
|
Total non-current assets |
|
|
7,338 |
7,308 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Inventories |
13 |
|
371 |
282 |
|
Trade and other receivables |
15 |
|
3,146 |
2,461 |
|
Cash and cash equivalents |
|
|
13,630 |
4,338 |
|
Available for sale investments |
14 |
|
982 |
12,038 |
|
|
|
|
|
|
|
Total current assets |
|
|
18,129 |
19,119 |
|
|
|
|
|
|
|
Total assets |
|
|
25,467 |
26,427 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Loans and other borrowings |
|
|
(746) |
(799) |
|
Finance leases |
|
|
(127) |
(129) |
|
Trade and other payables |
16 |
|
(2,922) |
(3,914) |
|
Shares classed as financial liabilities |
20 |
|
(9) |
(9) |
|
|
|
|
|
|
|
Total current liabilities |
|
|
(3,804) |
(4,851) |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Loans and other borrowings |
|
|
(1,035) |
(1,065) |
|
Finance leases |
|
|
(182) |
(311) |
|
Trade and other payables |
16 |
|
(978) |
- |
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
(2,195) |
(1,376) |
|
|
|
|
|
|
|
Total liabilities |
|
|
(5,999) |
(6,227) |
|
|
|
|
|
|
|
TOTAL NET ASSETS |
|
|
19,468 |
20,200 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
20 |
|
50 |
50 |
|
Share premium account |
21 |
|
3,636 |
3,636 |
|
Revaluation reserve |
21 |
|
284 |
(163) |
|
Retained earnings |
21 |
|
14,021 |
15,142 |
|
|
|
|
|
|
|
Capital and reserves attributable to equity holders of the Company |
|
|
17,991 |
18,665 |
|
Non-controlling interests |
27 |
|
1,477 |
1,535 |
|
|
|
|
|
|
|
TOTAL EQUITY |
22 |
|
19,468 |
20,200 |
|
|
|
|
|
|
Consolidated statement of cash flows
|
|
|
2012 |
2012 |
2011 |
2011 |
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
(Loss)/profit for the year |
|
|
(349) |
|
1,177 |
|
Adjustments for: |
|
|
|
|
|
|
Investment revenues |
7 |
(295) |
|
(440) |
|
|
Other gains and losses |
7 |
(644) |
|
(846) |
|
|
Finance expense |
7 |
137 |
|
67 |
|
|
Finance income |
7 |
(47) |
|
(23) |
|
|
Gain arising on disposal of discontinued operations |
6 |
- |
|
(91) |
|
|
Tax expense |
8 |
219 |
|
68 |
|
|
Tax paid |
|
- |
|
(50) |
|
|
Depreciation |
12 |
492 |
|
328 |
|
|
Amortisation |
11 |
12 |
|
- |
|
|
Gain on bargain acquisition |
28 |
(11) |
|
(1,310) |
|
|
Foreign exchange revaluation loss/(gain) |
2 |
2 |
|
(44) |
|
|
|
|
|
|
|
|
|
|
|
|
(135) |
|
(2,341) |
|
|
|
|
|
|
|
|
Operating cash flows before movements in working capital |
|
|
(484) |
|
(1,164) |
|
|
|
|
|
|
|
|
(Increase)/decrease in trade and other receivables |
|
|
(706) |
|
108 |
|
(Decrease)/increase in trade and other payables |
|
|
(3) |
|
90 |
|
Increase in inventories |
|
|
(89) |
|
- |
|
|
|
|
|
|
|
|
Cash used by operations |
|
|
(1,282) |
|
(966) |
|
|
|
|
|
|
|
|
Interest paid |
|
|
(137) |
|
(67) |
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
(1,419) |
|
(1,033) |
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
Purchase of additional shares in subsidiary |
|
(22) |
|
(5) |
|
|
Cost of discontinued operations |
6 |
- |
|
(29) |
|
|
Purchase of available for sale investments |
|
(5,813) |
|
(10,110) |
|
|
Income from available for sale investments |
|
296 |
|
480 |
|
|
Disposal of available for sale investments |
|
17,814 |
|
15,296 |
|
|
Purchase of property, plant and equipment |
12 |
(160) |
|
(237) |
|
|
Purchase of intangible assets |
|
(441) |
|
- |
|
|
Interest received |
7 |
47 |
|
23 |
|
|
|
|
|
|
|
|
|
Net cash generated from investing activities |
|
|
11,721 |
|
5,418 |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Purchase of own shares (treasury shares) |
20 |
(796) |
|
(2,158) |
|
|
Repayment of borrowings |
|
(214) |
|
(698) |
|
|
Dividend paid |
|
- |
|
(300) |
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(1,010) |
|
(3,156) |
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
9,292 |
|
1,229 |
|
Cash and cash equivalents at beginning of year |
|
|
4,338 |
|
3,109 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
|
13,630 |
|
4,338 |
|
|
|
|
|
|
|
Notes forming part of the final results for the year ended 31 December 2012
The financial information set out above, which was approved by the Board on 30 May 2013, is derived from the full Group accounts for the year ended 31 December 2012 and does not constitute the statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group accounts on which the auditors have given an unqualified report, which does not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2012, will be delivered to the Registrar of Companies in due course.
Copies of the Company's Annual Report and Accounts are expected to be sent to shareholders on 4 June 2013 and will be available from the Company's registered office, York House, 74-82 Queen Victoria Street, London, EC4N 4SJ and website at www.volvere.co.uk.
1 Accounting policies
Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS and IFRIC interpretations) as adopted by the European Union ("adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under adopted IFRS
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review in the full Group accounts and the financial position of the company, its cash flows and liquidity position are set out in the Chairman's and Chief Executive's statements and in the Financial review. In addition, note 17 includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.
The Group has considerable financial resources and operates in a number of different market sectors. As a consequence, the directors believe that the Group is well placed to manage the business risks inherent in the Group's activities despite the current uncertain economic outlook.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The following principal accounting policies have been applied consistently, in all material respects, in the preparation of these financial statements:
Basis of consolidation
The consolidated financial statements incorporate 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 policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Business combinations
The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (ie gain on a bargain purchase) is recognised in income immediately.
The purchase of a non-controlling interest is not a business combination within the scope of IFRS 3, since the acquiree is already controlled by its parent. Such transactions are accounted for as equity transactions, as they are transactions with equity holders acting in their capacity as such. No change in goodwill is recognised and no gain or loss is recognised in profit or loss.
Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. See above for information on how goodwill is initially determined. Goodwill is carried at cost less accumulated impairment losses.
Other intangible assets
All other intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives, which are considered finite. Residual values and useful lives are reviewed at each reporting date and they are subject to impairment testing where indicators of impairment are present. Registered design rights are amortised over the life of the registration.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.
The Group generates revenues from the provision of online marketing and data services. Revenue from the sale of services is recognised with reference to the stage of completion of the project which is assessed by reference to the data delivered.
The Group generates revenues from food manufacturing. Sale of goods is recognised when the Group has transferred to the buyer the significant risks and rewards of ownership, generally when the customer has taken undisputed delivery of the goods. There are no service obligations attached to the sale of goods.
Revenue earned on time and materials contracts within the security solutions segment is recognised as costs are incurred. Income from fixed price contracts is recognised in proportion to the stage of completion, determined on the basis of work done, of the relevant contract.
Discontinued operations
Discontinued operations represent cash generating units or groups of cash generating units that have either been disposed of or classified as held for sale, and represent a separate major line of business or are part of a single co-ordinated plan to dispose of a separate major line of business. Cash generating units forming part of a single co-ordinated plan to dispose of a separate major line of business are classified within continuing operations until they meet the criteria to be held for sale. The post-tax profit or loss of the discontinued operation is classified as a single line on the face of the consolidated income statement, together with any post-tax gain or loss recognised on the re-measurement to fair value less costs to sell or on the disposal of the assets or disposal group constituting the discontinued operation. On changes to the composition of groups of units comprising discontinued operations, the presentation of discontinued operations within prior periods is restated to reflect consistent classification of discontinued operations across all periods presented.
Operating segments
IFRS 8 "Operating Segments" requires the disclosure of segmental information for the Group on the basis of information reported internally to the chief operating decision-maker for decision-making purposes. The Group considers that the role of chief operating decision-maker is performed collectively by the board of Directors.
Volvere plc is a holding company that identifies and invests principally in undervalued and distressed businesses and securities as well as businesses that are complementary to existing Group companies. Its customers are based in the UK, Europe and the USA.
Financial information (including revenue and operating profits) is reported to the board on a segmental basis. Segment revenue comprises sales to external customers and excludes gains arising on the disposal of assets and finance income. Segment profit reported to the board represents the profit earned by each segment before the allocation of goodwill, amortisation, investment revenues, other gains and losses, finance expense and income and tax. For the purposes of assessing segment performance and for determining the allocation of resources between segments, the board reviews the non-current assets attributable to each segment as well as the financial resources available. All assets are allocated to reportable segments. Assets that are used jointly by segments are allocated to the individual segments on a basis of revenues earned.
All liabilities are allocated to individual segments. Information is reported to the board of directors on a segmental basis as management believes that each segment exposes the Group to differing levels of risk and rewards due to their varying business life cycles. The segment profit or loss, segment assets and segment liabilities are measured on the same basis as amounts recognised in the financial statements. Each segment is managed separately.
Leasing
Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and the reduction of lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
Foreign currencies
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Gains and losses arising on retranslation are included in profit or loss for the period.
Retirement benefit costs
The Group's subsidiary undertakings operate defined contribution retirement benefit schemes. Payments to these schemes are charged as an expense in the period to which they relate. The assets of the schemes are held separately from those of the relevant company and Group in independently administered funds.
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.
Deferred tax is the tax expected to be payable or recoverable on temporary 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 liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests 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 future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced 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 measured on an undiscounted basis using 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 income 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.
Property, plant and equipment
Items of plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost or valuation of assets, less their residual values, over their estimated useful lives, using the straight line method, on the following bases:
Freehold property - 1.5% per annum
Improvements to short-term leasehold property - Over the life of the lease
Plant and machinery - 20%-33% per annum
Investment income
Income from investments is included in the income statement at the point the Group becomes legally entitled to it.
Impairment of tangible and intangible assets
At each reporting date the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and any risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase to the extent that it does not exceed the revaluation surplus for the asset.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of options that will ultimately vest. The corresponding credit is recognised in equity.
Fair value is measured by use of a Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Inventories
Inventories are stated at the lower of cost and net realisable value. Raw materials are valued at purchase price and the costs of ordinarily interchangeable items are assigned using a weighted average cost formula. The cost of finished goods comprises raw materials directly attributable to manufacturing process based on product specification and packaging cost. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, overnight deposits and treasury deposits. The Group considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents.
Financial assets
The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:
Fair value through profit or loss: This category comprises only in-the-money derivatives. They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement. The Group does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.
Loans and receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs and subsequently carried at amortised cost using the effective interest method less any provision for impairment.
Available-for-sale: Non-derivative financial assets not included in the above categories are classified as available-for-sale and comprise the Group's investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. They are carried at fair value with changes in fair value recognised in other comprehensive income. Fair value is determined by reference to independent valuation statements provided by the investment manager or broker (as the case may be) through whom such investments are made. Where the underlying investments are exchange-traded, the mid-price of the investment is used.
When the asset is disposed of the cumulative gain or loss recognised in other comprehensive income is reclassified from the equity reserve to profit or loss.
Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the cumulative loss that had been recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Group's accounting policy for each category is as follows:
Fair value through profit or loss: This category comprises only out-of-the-money derivatives. They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement.
Other financial liabilities: Other financial liabilities include the following items:
· Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
· Bank and other borrowings are initially recognised at the fair value of the amount advanced net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense in this context includes initial transaction costs and premia payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
The Group has in issue A and B shares which are convertible into Ordinary shares at the option of the shareholder based upon a formula contained in the Company's Articles of Association. The A and B shares do not have a cash alternative. However, because the shares convert into a variable number of ordinary shares, dependent inter alia on the share price of the ordinary shares in issue, the terms of IAS 32 "Financial Instruments Presentation" require them to be classified as liabilities. The instrument is classified as an amortised cost liability and carried at its settlement amount, which approximates to fair value. Movements in settlement amount re-estimation are recorded in profit or loss.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The nature of the Group's business is such that there can be unpredictable variation and uncertainty regarding its business. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The critical judgements and key sources of estimation uncertainty that have a significant impact on the carrying value of assets and liabilities are discussed below:
Deferred tax asset
The Group recognises a deferred tax asset in respect of temporary differences relating to capital allowances, revenue losses and other short term temporary differences when it considers there is sufficient evidence that the asset will be recovered against future taxable profits.
Current asset investments
Declines in the fair value of current asset investments are considered for indicators of impairment. Where the decline in value is significant or prolonged the asset may be considered to be impaired with the resulting impairment losses recognised in the income statement. Short term and insignificant declines in fair value that are considered to be temporary and are reflected in other comprehensive income.
Development expenditure
All development expenditure incurred by the Group is assessed against the criteria set out in IAS 38 ''Intangible Assets'' to determine the appropriate treatment. The Group has invested in the development of a new website in the online marketing & data service segment. The directors are of the view that the development expenditure incurred in respect of it does not meet the recognition criteria for an intangible asset within IAS 38 and therefore the cost has been expensed in the income statement.
Provision for receivables
Due to the nature of some services provided by certain of the Group's businesses the recoverability of receivables can be subject to some uncertainty. Whilst the Group has a thorough process for reviewing the requirement for receivables and credit note provisions, this area is inherently subjective.
Fair value of financial instruments
Shire entered into a creditors' voluntary arrangement ("CVA") in January 2012. Under the terms of the CVA Shire will pay £0.35 million over a maximum 3 year period in satisfaction of unsecured liabilities of approximately £1.2 million. At the end of 2012, the amount owing to CVA creditors was £1.1 million, following payments made under the CVA arrangement in the course of the year. The Group understands that IAS39 applies to the CVA and requires the Group to use valuation techniques to determine the fair value of the financial liability arising from the potentially substantial modification to the liabilities to creditors as a result of the CVA.
The outcome of the CVA is uncertain because it is dependent on Shire's financial performance and ability to meet the repayments required. If the CVA is completed Shire will have paid £0.35 million and if the CVA is not completed the full value of the CVA creditors less amounts already paid would be due. The Group has estimated the fair value of the future cash flows arising under the CVA and consider the fair value is not materially different to the amount owing to the CVA creditors and which has been recognised within liabilities at the year end.
New standards and interpretations
During the year, a number of new standards and interpretations have been adopted by the Group. The adoption of these standards/interpretations has had no material effect on the Group's financial statements. The IASB have issued the following standards which are in issue but not yet effective:
· IFRS 9 Financial Instruments
· IFRS 10 Consolidated Financial Statements
· IFRS 11 Joint Arrangements
· IFRS 12 Disclosure of Interests in Other Entities
· IFRS 13 Fair Value Measurement
IFRS 9 is effective 1 January 2015, IFRS 10 to IFRS 12 are effective from 1 January 2014 and IFRS 13 is effective 1 January 2013. The Group does not anticipate that the adoption of these standards will have a material effect on its financial statements on initial adoption.
2 Operating profit
Operating profit is stated after charging/(crediting):
|
|
|
£'000 |
2011 £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Staff costs |
5,134 |
4,863 |
|
|
Depreciation of property, plant and equipment: |
|
|
|
|
- owned assets |
447 |
298 |
|
|
- leased assets
|
45 |
30 |
|
|
Amortisation of intangible assets
Gain on bargain acquisition
Exchange loss/(gain)
|
12 (11)
|
-
(1,310)
|
|
|
Operating lease expense |
175 |
182 |
|
|
|
|
|
|
|
Audit fees |
47 |
44 |
|
|
|
|
|
|
|
The analysis of audit fees is as follows: |
|
|
|
|
- for the audit of the Company's annual accounts |
12 |
12 |
|
|
- for the audit of the Company's subsidiaries' accounts |
35 |
32 |
|
|
|
|
|
|
|
|
47 |
44 |
|
|
|
|
|
3 Staff costs
|
Staff costs comprise: |
|
|||
|
|
|
|||
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
Wages and salaries |
4,625 |
4,371 |
|
|
|
Employer's national insurance contributions and similar taxes |
496 |
477 |
|
|
|
Defined contribution pension cost |
13 |
15 |
|
|
|
|
|
|
|
|
|
|
5,134 |
4,863 |
|
|
|
|
|
|
|
The average number of employees (including Directors) in the Group was as follows:
|
|
|
2012 Number |
2011 Number |
|
|
|
|
|
|
|
Engineering and production |
70 |
95 |
|
|
Sales and marketing |
20 |
18 |
|
|
Administration and management |
33 |
56 |
|
|
|
|
|
|
|
|
123 |
169 |
|
|
|
|
|
4 Directors' remuneration
The remuneration of the directors was as follows:
|
|
Salaries & fees 2012 £'000 |
Bonus 2012 £'000 |
Other benefits 2012 £'000 |
Total 2012 £'000 |
|
|
|
|
|
|
|
David Buchler |
30 |
- |
- |
30 |
|
Jonathan Lander |
11 |
- |
- |
11 |
|
Nick Lander |
11 |
- |
1 |
12 |
|
|
|
|
|
|
|
|
52 |
- |
1 |
53 |
|
|
|
|
|
|
|
|
Salaries & fees 2011 £'000 |
Bonus 2011 £'000 |
Other benefits 2011 £'000 |
Total 2011 £'000 |
|
|
|
|
|
|
|
Lord Kalms |
40 |
50 |
- |
90 |
|
Neil Ashley |
20 |
30 |
- |
50 |
|
David Buchler |
30 |
- |
- |
30 |
|
Jonathan Lander |
12 |
- |
- |
12 |
|
Nick Lander |
12 |
- |
1 |
13 |
|
|
|
|
|
|
|
|
114 |
80 |
1 |
195 |
|
|
|
|
|
|
The services of Jonathan Lander and Nick Lander are provided under the terms of a Service Agreement with D2L Partners LLP (the agreement was formerly with Dawnay, Day Lander Limited). The amount due under these agreements, which is in addition to the amounts disclosed above, for the year amounted to £422,000 (2011: £427,000). In addition, the amount paid to David Buchler in the year was to a third party on an invoice basis. None of the directors were members of the Group's defined contribution pension plan in the year (2011: none).
5 Operating segments
All revenue arose through services rendered in the principal activities of online marketing & data services, food manufacturing, security solutions and investing and management services.
Analysis by operating segment:
|
|
Online marketing & data services 2012 £'000 |
Security solutions 2012 £'000 |
Investing and management services 2012 £'000 |
Food manufacturing 2012 £'000 |
Eliminations 2012 £'000 |
Total 2012 £'000 |
|
|
Revenue |
|
|
|
|
|
|
|
|
External |
8,882 |
246 |
47 |
6,166 |
- |
15,341 |
|
|
Inter-segment |
- |
- |
516 |
- |
(516) |
- |
|
|
|
|
|
|
|
|
|
|
|
Total |
8,882 |
246 |
563 |
6,166 |
(516) |
15,341 |
|
|
|
|
|
|
|
|
|
|
|
Segment profit/(loss) |
181 |
(4) |
(863) |
(304) |
- |
(990) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Loss from operations before gain on bargain acquisition |
|
|
|
(990) |
|||
|
Investment revenues (note 7) |
|
|
|
295 |
|||
|
Other gains and losses (note 7) |
|
|
|
644 |
|||
|
Gain on bargain acquisition |
|
|
|
11 |
|||
|
Net finance expense (note 7) |
|
|
|
(90) |
|||
|
|
|
|
|
|
|||
|
Loss for the year before tax |
|
|
|
(130) |
|||
|
|
|
|
|
|
|||
|
|
Online marketing & data services 2011 £'000 |
Security solutions 2011 £'000 |
Investing and management services 2011 £'000 |
Food manufacturing 2011 £'000 |
Eliminations 2011 £'000 |
Total 2011 £'000 |
|
|
Revenue |
|
|
|
|
|
|
|
|
External |
8,290 |
562 |
47 |
3,322 |
- |
12,221 |
|
|
Inter-segment |
- |
- |
163 |
- |
(163) |
- |
|
|
|
|
|
|
|
|
|
|
|
Total |
8,290 |
562 |
210 |
3,322 |
(163) |
12,221 |
|
|
|
|
|
|
|
|
|
|
|
Segment profit/(loss) |
149 |
96 |
(1,043) |
(600) |
- |
(1,398) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Loss from operations before gain on bargain acquisition |
|
|
|
(1,398) |
|||
|
Investment revenues (note 7) |
|
|
|
440 |
|||
|
Other gains and losses (note 7) |
|
|
|
846 |
|||
|
Gain on bargain acquisition (note 28) |
|
|
|
1,310 |
|||
|
Net finance expense (note 7) |
|
|
|
(44) |
|||
|
Profit on disposal of discontinued operations (note 6) |
|
|
|
91 |
|||
|
|
|
|
|
|
|||
|
Profit for the year before tax |
|
|
|
1,245 |
|||
|
|
|
|
|
|
|||
Statement of financial position (excluding inter segment balances):
|
|
|
Online marketing & data services 2012 £'000
|
Security solutions 2012 £'000 |
Investing and management services 2012 £'000 |
Food manu-facturing 2012 £'000 |
Eliminations 2012 £'000 |
Total 2012 £'000 |
|
Assets |
|
3,687 |
79 |
14,307 |
7,393 |
- |
25,466 |
|
Liabilities |
|
(1,938) |
(105) |
(369) |
(3,586) |
- |
(5,998) |
|
|
|
|
|
|
|
|
|
|
Net assets/(liabilities) |
|
1,749 |
(26) |
13,938 |
3,807 |
- |
19,468 |
|
|
|
|
|
|
|
|
|
|
|
|
Online marketing & data services 2011 £'000 |
Security solutions 2011 £'000 |
Investing and management services 2011 £'000 |
Food manu-facturing 2011 £'000 |
Eliminations 2011 £'000 |
Total 2011 £'000 |
|
Assets |
|
3,469 |
85 |
15,577 |
7,296 |
- |
26,427 |
|
Liabilities |
|
(1,793) |
(158) |
(390) |
(3,886) |
- |
(6,227) |
|
|
|
|
|
|
|
|
|
|
Net assets/(liabilities) |
|
1,676 |
(73) |
15,187 |
3,410 |
- |
20,200 |
|
|
|
|
|
|
|
|
|
Other disclosures:
|
|
|
Online marketing & data services 2012 £'000 |
Security solutions 2012 £'000 |
Investing and management services 2012 £'000 |
Food manu-facturing 2012 £'000 |
Eliminations 2012 £'000 |
Total 2012 £'000 |
|
Capital expenditure |
|
47 |
1 |
443 |
110 |
- |
601 |
|
Depreciation Amortisation Gain on bargain acquisition |
|
146 -
- |
2 -
- |
6 12
11 |
338 -
- |
- -
- |
492 12
11 |
|
|
|
|
|
|
|
|
|
|
|
|
Online marketing & data services 2011 £'000 |
Security solutions 2011 £'000 |
Investing and management services 2011 £'000 |
Food manu-facturing 2011 £'000 |
Eliminations 2011 £'000 |
Total 2011 £'000 |
|
Capital expenditure |
|
164 |
3 |
- |
80 |
- |
247 |
|
Depreciation Gain on bargain acquisition |
|
167
- |
4
- |
10
- |
147
1,310 |
-
- |
328
1,310 |
|
|
|
|
|
|
|
|
|
Geographical analysis:
|
|
External revenue by location of customers |
Non-current assets (excluding deferred tax) by location of assets |
||
|
|
2012 |
2011 |
2012 |
2011 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
UK |
14,867 |
11,718 |
6,486 |
6,390 |
|
Rest of Europe |
351 |
436 |
- |
- |
|
USA |
- |
67 |
- |
- |
|
Other |
123 |
- |
- |
- |
|
|
|
|
|
|
|
|
15,341 |
12,221 |
6,486 |
6,390 |
|
|
|
|
|
|
Other disclosures:
In the Group's online marketing & data services segment, the revenue from the top five customers exceeded 62% of the total revenue, with the top 20 customers representing approximately 80% of the total.
In the Group's food manufacturing segment, the revenue from the top five customers exceeded 78% of the total revenue, with the top 20 customers representing approximately 97% of the total.
6 Discontinued operations
On 3 July 2009 the Group sold Sira Test and Certification Limited, Sira Environmental Limited and Sira Certification Service, which together represented the Group's certification services segment.
During 2011 the Group recognised a further profit of £91,000 in respect of this disposal. This profit represents the release of a provision for amounts payable in respect of the disposal, in excess of costs actually incurred.
7 Investment revenues, other gains and losses and finance income and expense
|
|
2012 |
2011 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Investment revenues |
295 |
440 |
|
|
|
|
|
Other gains and losses |
644 |
846 |
|
|
|
|
|
Finance income |
|
|
|
Bank interest receivable |
47 |
23 |
|
|
|
|
|
Finance expense |
|
|
|
Bank interest |
(63) |
(29) |
|
Finance lease interest |
(26) |
(13) |
|
Other interest and finance charges |
(48) |
(25) |
|
|
|
|
|
|
(137) |
(67) |
|
|
|
|
Investment revenues and other gains and losses represent respectively interest and dividends receivable from, and the gains arising upon disposal of, investments made pursuant to the Group's investing and treasury management policies.
8 Income tax
|
|
|
|
2012 |
2011 |
|
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
|
Current tax expense |
|
|
- |
8 |
|
Deferred tax expense recognised in income statement |
|
|
219 |
60 |
|
|
|
|
|
|
|
Total tax expense recognised in income statement |
|
|
219 |
68 |
|
Tax recognised directly in other comprehensive income |
|
|
(152) |
(12) |
|
|
|
|
|
|
|
Total tax recognised |
|
|
67 |
56 |
|
|
|
|
|
|
The reasons for the difference between the actual tax expense for the year and the standard rate of corporation tax in the UK applied to profits for the year are as follows:
|
|
2012 £'000 |
2011 £'000 |
|
|
|
|
|
|
|
|
|
(Loss)/profit before tax |
(130) |
1,177 |
|
|
|
|
|
Expected tax (credit)/charge based on the prevailing rate of corporation tax in the UK of 24.5% (2011: 26.5%) |
(32) |
312 |
|
Effects of:
|
12 |
23 |
|
Loss on disposal of discontinued activities |
- |
(8) |
|
Income/gains not subject to tax |
(207) |
(489) |
|
Depreciation for period in excess of capital allowances |
101 |
51 |
|
Losses not utilised |
186 |
181 |
|
Utilisation of previously unrecognised losses |
(57) |
(116) |
|
Change in rates of tax |
75 |
85 |
|
Other differences |
(11) |
17 |
|
|
|
|
|
Total tax recognised |
67 |
56 |
|
|
|
|
9 Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
|
Earnings for the purposes of earnings per share: |
2012 £'000 |
2011 £'000 |
|
From continuing operations From discontinued operations |
(325) - |
1,340 91 |
|
|
|
|
|
Total |
(325) |
1,431 |
|
|
|
|
|
EEa Weighted average number of shares for the purposes of earnings per share:
|
2012 No. |
2011 No. |
|
Weighted average number of ordinary shares in issue |
4,953,801 |
5,314,731 |
|
Dilutive effect of potential ordinary shares |
- |
11,940 |
|
|
|
|
|
Weighted average number of ordinary shares for diluted EPS |
4,953,801 |
5,326,671 |
|
|
|
|
Options in issue are anti-dilutive in view of the loss for the year.
10 Subsidiaries
The principal subsidiaries of Volvere plc, all of which have been included in these consolidated financial statements, are as follows:
|
Name |
Country of Incorporation
|
Proportion of ownership interest |
|
Volvere Central Services Limited |
England and Wales |
100% |
|
NMT Group Limited |
Scotland |
98.6% |
|
Interactive Prospect Targeting Limited |
England and Wales |
45.4% |
|
Postal Preference Service Limited |
England and Wales |
45.4% |
|
Sira Defence & Security Limited Shire Foods Limited |
England and Wales England and Wales |
100% 80% |
Postal Preference Service Limited is 100% owned by Interactive Prospect Targeting Limited. The Company has the power to control Interactive Prospect Targeting Limited (and hence Postal Preference Service Limited) by virtue of the terms of a shareholder agreement.
11 Goodwill and other intangible assets
|
|
Goodwill £'000 |
Registered design rights £'000 |
Total £'000 |
|
|
|
|
|
|
Cost and carrying amount at 1 January 2011 and 1 January 2012 |
305 |
- |
305 |
|
Acquired in the year |
- |
441 |
441 |
|
Amortisation in the year |
- |
(12) |
(12) |
|
|
|
|
|
|
Carrying amount at 31 December 2012 |
305 |
429 |
734 |
|
|
|
|
|
|
|
|
|
|
Goodwill represents that arising from the acquisition of Interactive Prospect Targeting Limited's business and assets on 29 September 2008, being the difference between the fair value of the consideration paid and the fair value of the net assets acquired.
This goodwill has been reviewed for impairment at 31 December 2012 and the directors are satisfied that no impairment has taken place. The impairment review was performed by reference to value in use, taking the net present value of expected future cash flows, treating the acquired business as a single cash generating unit. In performing the review, the directors took a conservative view in assuming zero growth in cash generation and using a discount rate of 20% per annum.
12 Property, plant and equipment
|
|
Short Leasehold Property £'000 |
Freehold Property £'000 |
Plant & Machinery £'000 |
Total £'000 |
|
Cost
|
|
|
|
|
|
At 1 January 2011 |
9 |
- |
842 |
851 |
|
Acquired through business combinations |
- |
2,430 |
3,480 |
5,910 |
|
Additions |
- |
- |
237 |
237 |
|
|
|
|
|
|
|
At 31 December 2011 and 1 January 2012 |
9 |
2,430 |
4,559 |
6,998 |
|
Additions |
- |
- |
160 |
160 |
|
|
|
|
|
|
|
At 31 December 2012 |
9 |
2,430 |
4,719 |
7,158 |
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
At 1 January 2011 |
2 |
- |
583 |
585 |
|
Charge for the year |
1 |
9 |
318 |
328 |
|
|
|
|
|
|
|
At 31 December 2011 and 1 January 2012
|
3 |
9 |
901 |
913 |
|
Charge for the year |
1 |
22 |
469 |
492 |
|
|
|
|
|
|
|
At 31 December 2012 |
4 |
31 |
1,370 |
1,405 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2012 |
5 |
2,399 |
3,349 |
5,753 |
|
|
|
|
|
|
|
At 31 December 2011 |
6 |
2,421 |
3,658 |
6,085 |
|
|
|
|
|
|
The net book value of property, plant and equipment held on finance leases was £986,000 (2011: £1,009,000).
13 Inventories
|
|
2012 £'000 |
2011 £'000
|
|
Raw materials Finished products |
231 140 |
157 125 |
|
|
|
|
|
|
371 |
282 |
|
|
|
|
14 Financial assets (current)
|
|
2012 £'000
|
2011 £'000 |
|
Available-for-sale investments |
982 |
12,038 |
|
|
|
|
During the year the Group had investments in a mixture of equity funds, sub-investment grade securities of UK banks and investment grade asset-backed securities funds of mainly US issuers. At the year end the cost of these investments was £692,000 (2011: £12,049,000).
15 Trade and other receivables
|
|
2012 £'000 |
2011 £'000 |
|
|
|
|
|
Trade receivables |
2,771 |
2,136 |
|
Less: provision for impairment of trade receivables |
(359) |
(358) |
|
|
|
|
|
Net trade receivables |
2,412 |
1,778 |
|
Other receivables |
495 |
484 |
|
Prepayments and accrued income |
239 |
199 |
|
|
|
|
|
|
3,146 |
2,461 |
|
|
|
|
The fair value of trade receivables approximates to book value at 31 December 2012 and 2011.
The Group is exposed to credit risk with respect to trade receivables due from its customers, primarily in the online marketing & data services and food manufacturing segments. Both segments have a relatively large number of customers, however there is a significant dependency on a small number of large customers who can and do place significant contracts. Provisions for bad and doubtful debts are made based on management's assessment of the risk taking into account the ageing profile, experience and circumstances. There were no significant amounts due from individual customers where the credit risk was considered by the Directors to be significantly higher than the total population.
There is no currency risk associated with trade receivables as all are denominated in Sterling.
The ageing analysis of trade receivables is disclosed below:
|
|
2012 £'000 |
2011 £'000 |
|
|
|
|
|
Up to 3 months |
2,752 |
2,128 |
|
3 to 6 months |
18 |
2 |
|
6 to 12 months |
- |
- |
|
Over 12 months |
1 |
6 |
|
|
|
|
|
|
2,771 |
2,136 |
|
|
|
|
16 Trade and other payables
|
|
2012 £'000 |
2011 £'000 |
|
Current |
|
|
|
Trade payables |
1,018 |
1,981 |
|
Other tax and social security |
564 |
541 |
|
Other payables |
143 |
179 |
|
Accruals |
1,174 |
1,119 |
|
Deferred income |
23 |
94 |
|
|
|
|
|
|
2,922 |
3,914 |
|
|
|
|
|
Non- current |
|
|
|
Trade payables |
978 |
- |
|
|
|
|
The fair value of trade and other payables approximates to book value at 31 December 2012 and 2011.
17 Financial instruments - risk management
The Group's principal financial instruments are:
· Trade receivables
· Cash at bank
· Current asset investments
· Loans and finance leases
· Trade and other payables
The Group is exposed through its operations to one or more of the following financial risks:
· Cash flow interest rate risk
· Foreign currency risk
· Liquidity risk
· Credit risk
· Other market price risk
Policy for managing these risks is set by the Board following recommendations from the Chief Financial & Operating Officer. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the centre. The policy for each of the above risks is described in more detail below.
Interest rate risk
Due to the relatively low level of borrowings, the Directors do not have an explicit policy for managing cash flow interest rate risk. All current and recent borrowing has been on variable terms, with interest rates of between 3% and 4% above base rate, and the Group has cash reserves sufficient to repay all borrowings promptly in the event of a significant increase in market interest rates. All cash is managed centrally and subsidiary operations are not permitted to arrange borrowing independently.
The Group's investments may attract interest at fixed or variable rates, or none at all. The market price of such investments may be impacted positively or negatively by changes in underlying interest rates. It is not considered relevant to provide a sensitivity analysis on the effect of changing interest rates since at the year end, the Group's investments had the following interest profiles which contained no variable rates:
|
|
2012 £'000 |
2011 £'000 |
|
|
|
|
|
No interest |
- |
9,593 |
|
Fixed interest |
982 |
2,445 |
|
|
|
|
|
|
982 |
12,038 |
|
|
|
|
Foreign currency risk
Foreign exchange risk arises when individual Group operations enter into transactions denominated in a currency other than their functional currency (sterling). The Directors monitor and review their foreign currency exposure on a regular basis; they are of the opinion that as the Group's trading exposure is limited to transactions with a small number of customers and suppliers it is not appropriate to actively hedge that element of its foreign currency exposure.
Liquidity risk
The Group maintains significant cash reserves and therefore does not require facilities with financial institutions to provide working capital. Surplus cash is managed centrally to maximise the returns on deposits.
Credit risk
The Group is mainly exposed to credit risk from credit sales. The Group's policy for managing and exposure to credit risk is disclosed in note 15.
Other market price risk
The Group has generated a significant amount of cash and this has been held partly as cash deposits and partly invested pursuant to the Group's investing strategy. Investments have been in a mixture of equity funds, term deposits, government bonds, sub-investment grade securities of UK banks and investment grade corporate bond and asset-backed securities funds of mainly UK and US issuers, all of which have been made having regard to the Group's need to access capital. Market price movements of these investments could materially affect the value of the Group's assets. The directors believe that the exposure to market price risk from this activity is acceptable in the Group's circumstances.
The Group's convertible A and B shares (which have been classified as financial liabilities) are convertible into ordinary shares based upon a predetermined conversion formula. The conversion formula includes as one variable the Group's share price.
Capital management
The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade profitably in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.
The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis and adjusting the level of dividends paid to ordinary shareholders.
The Group considers its capital to include share capital, share premium, revaluation reserve and retained earnings.
Net debt includes short and long-term borrowings (including lease obligations) and shares classed as financial liabilities, net of cash and cash equivalents.
The Group has not made any changes to its capital management during the year. The Group is not subject to any externally imposed capital requirements.
An analysis of the Group's gearing is shown in the table below.
|
|
2012 £'000 |
2011 £'000 |
|
|
|
|
|
Total debt |
2,090 |
2,304 |
|
Less cash and cash equivalents |
(13,630) |
(4,338) |
|
|
|
|
|
Net debt |
(11,540) |
(2,034) |
|
|
|
|
|
Total equity (capital) |
19,468 |
20,200 |
|
|
|
|
|
Debt to capital ratio |
(59.3)% |
(10.1)% |
|
|
|
|
18 Financial assets and liabilities - numerical disclosures
Maturity of financial assets
The maturities and denominations of financial assets at the year end, other than cash and cash equivalents, and loans and receivables (note 15 above) are as follows:
|
|
2012 £'000 |
2011 £'000 |
|
Sterling |
|
|
|
No fixed maturity |
982 |
9,266 |
|
|
|
|
|
No fixed maturity |
- |
2,772 |
|
|
|
|
|
|
982 |
12,038 |
|
|
|
|
Maturity of financial liabilities
The maturity of borrowings (including finance leases) carried at amortised cost is as follows:
|
|
|
|
|
|
2012 £'000 |
2011 £'000 |
|
|
743 |
828 |
|
Six months to one year One to two years Two to five years More than five years |
131 255 382 579 |
106 220 433 717 |
|
|
|
|
|
|
2,090 |
2,304 |
|
|
|
|
The maturity of other financial liabilities, excluding loans and borrowings, carried at amortised cost is as follows:
|
|
2012 £'000 |
2011 £'000 |
|
|
|
|
|
Less than six months Six months to one year One to two years More than five years |
2,334 - 978 - |
3,279 - - - |
|
|
|
|
|
|
3,312 |
3,279 |
|
|
|
|
19 Deferred tax
Deferred tax assets recognised are analysed as follows:
|
|
Accelerated tax depreciation |
Other timing differences |
Losses |
Revaluation gains |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
At 1 January 2011 |
52 |
- |
1,078 |
(164) |
966 |
|
Recognised in income statement for the year |
20 |
- |
(80) |
- |
(60) |
|
Recognised in equity during the year |
- |
- |
- |
12 |
12 |
|
|
|
|
|
|
|
|
At 31 December 2011 and 1 January 2012 |
72 |
- |
998 |
(152) |
918 |
|
Recognised in income statement for the year |
(14) |
20
|
(225)
|
-
|
(219)
|
|
Recognised in other comprehensive income during the year |
- |
- |
|
152 |
152 |
|
|
|
|
|
|
|
|
At 31 December 2012 |
58 |
20 |
773 |
- |
851 |
|
|
|
|
|
|
|
In addition, there are unrecognised deferred tax balances as follows:
|
|
2012 £'000 |
2011 £'000 |
|
|
|
|
|
Tax losses carried forward |
1,189 |
952 |
|
Excess of depreciation over capital allowances |
(419) |
(411) |
|
Short term temporary differences |
55 |
76 |
|
Goodwill |
- |
(30) |
|
|
|
|
|
|
825 |
587 |
|
|
|
|
Deferred tax assets and liabilities have been calculated using the rate of corporation tax expected to apply when the relevant temporary differences reverse. Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net.
The unrecognised element of the deferred tax assets have not been recognised because there is insufficient evidence that they will be recovered.
20 Share capital
|
|
Authorised |
|||
|
|
2012 Number |
2012 £'000 |
2011 Number |
2011 £'000 |
|
|
|
|
|
|
|
Ordinary shares of £0.0000001 each |
100,100,000 |
- |
100,100,000 |
- |
|
A shares of £0.49999995 each |
50,000 |
25 |
50,000 |
25 |
|
B shares of £0.49999995 each |
50,000 |
25 |
50,000 |
25 |
|
Deferred shares of £0.00000001 each |
4,999,999,500,000 |
50 |
4,999,999,500,000 |
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
|
100 |
|
|
|
|
|
|
|
|
Issued and fully paid |
|||
|
|
2012 Number |
2012 £'000 |
2011 Number |
2011 £'000 |
|
|
|
|
|
|
|
Ordinary shares of £0.0000001 each |
6,200,366 |
- |
6,200,366 |
- |
|
A shares of £0.49999995 each |
455 |
- |
455 |
- |
|
B shares of £0.49999995 each |
455 |
- |
455 |
- |
|
Deferred shares of £0.00000001 each |
4,954,494,576,308 |
50 |
4,954,494,576,308 |
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 |
|
50 |
|
A and B shares classed as financial liabilities |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
50 |
|
50 |
|
|
|
|
|
|
|
|
|
|||
Movements in share capital
During the previous year 406,372 Ordinary shares and 4,071,195,525,582 deferred shares were issued on the conversion of 40,712 A and 40,712 B shares. The carrying value of the A and B shares (classed as financial liabilities) on conversion was £1.35 million, of which £0.04 million was credited to share capital on issue of the corresponding deferred shares, with the balance of £1.31 million being credited to retained earnings.
Treasury shares
During the year the Company acquired 323,170 (2011: 767,564) of its own Ordinary shares for total consideration of £796,333 (2011: £2,158,000). This brings the total number of Ordinary shares held in treasury to 1,388,088 (2011: 1,064,918).
Rights attaching to different classes of share
The A and B shares rank pari passu with the Ordinary shares on a return of capital but do not have voting rights. The A and B shares became capable of being converted into Ordinary shares at the option of the holder on or after 24 December 2003 and 24 December 2004 respectively, on a predetermined conversion formula based upon share price performance and the weighted average issue price of Ordinary share capital, whereby approximately 15% of the growth in market capitalisation of the Group over the weighted average issue price of Ordinary shares issued is attributable to the holders of A and B shares.
Based on the closing share price of 272.5p at 31 December 2012 (2011: 244.5p), the A and B shares would have been capable of converting into 3,760 Ordinary shares (2011: 3,668). The fair value of the A and B shares of £9,000 (2011: £9,000) is classified as a financial liability; there is no cash alternative upon conversion of these shares.
The Deferred shares carry no rights to participate in the profits or assets of the Company and carry no voting rights.
21 Reserves
|
|
Share capital £'000 |
Share premium account £'000 |
Revaluation reserve £'000 |
Retained earnings £'000 |
|
|
|
|
|
|
|
|
|
At 1 January 2011 |
9 |
3,636 |
1,258 |
13,947 |
|
|
|
- |
- |
(1,421) |
- |
|
|
Issue of equity shares |
41 |
- |
- |
- |
|
|
Purchase of own shares |
- |
- |
- |
(2,158) |
|
|
Profit for the year attributable to equity holders of the parent |
- |
- |
- |
1,431 |
|
|
Gains on additional investments in subsidiary undertakings recognised directly in equity |
- |
- |
- |
613 |
|
|
Conversion of shares classed as liabilities to equity |
- |
- |
- |
1,309 |
|
|
|
|
|
|
|
|
|
At 31 December 2011 |
50 |
3,636 |
(163) |
15,142 |
|
|
|
|
|
|
|
|
|
At 1 January 2012 |
50 |
3,636 |
(163) |
15,142 |
|
|
- |
- |
447 |
- |
|
Purchase of own shares |
- |
- |
- |
(796) |
|
Loss for the year attributable to equity holders of the parent |
- |
- |
- |
(325) |
|
|
|
|
|
|
|
At 31 December 2012 |
50 |
3,636 |
284 |
14,021 |
|
|
|
|
|
|
The following describes the nature and purpose of each reserve within owners' equity:
|
Reserve |
Nature and purpose |
|
|
|
|
Share premium |
Amount subscribed for share capital in excess of nominal value |
|
|
|
|
Revaluation reserve |
Cumulative net unrealised gains and losses arising on the revaluation of the Group's available for sale investments |
|
|
|
|
Share option reserve |
Aggregate charge in respect of employee share option charges net of lapsed option cost releases |
|
|
|
|
Retained earnings |
Cumulative net gains and losses recognised in the consolidated income statement |
22 Changes in shareholders' equity
|
|
2012 £'000 |
2011 £'000 |
|
|
|
|
|
(Loss)/profit for the year |
(325) |
1,431 |
|
Issue of shares |
- |
41 |
|
Conversion of shares classed as liabilities to equity shares |
- |
1,309 |
|
Revaluation of available for sale investments (net of related deferred tax) |
447 |
(1,421) |
|
Gains on additional investments in subsidiary undertakings recognised directly in equity |
- |
613 |
|
Purchase of own shares |
(796) |
(2,158) |
|
|
|
|
|
|
(674) |
(185) |
|
Capital and reserves attributable to equity holders of the parent at the beginning of the period |
18,665 |
18,850 |
|
|
|
|
|
Capital and reserves attributable to equity holders of the parent at the end of the period |
17,991 |
18,665 |
|
|
|
|
|
Non-controlling interests |
1,477 |
1,535 |
|
|
|
|
|
Total equity |
19,468 |
20,200 |
|
|
|
|
23 Leases
Operating leases - lessee
The Group leases most of its properties. The terms of property leases vary, although they all tend to be tenant repairing with rent reviews every 2 to 5 years; some have break clauses. The total future values of minimum lease payments are due as follows:
|
|
Land and Buildings 2012 £'000 |
Other 2012 £'000 |
Land and buildings 2011 £'000 |
Other 2011 £'000 |
|
|
|
|
|
|
|
Not later than one year |
138 |
4 |
- |
- |
|
Later than one year and not later than five years |
31 |
2 |
177 |
3 |
|
Later than five years |
- |
- |
- |
2 |
|
|
|
|
|
|
|
|
169 |
6 |
177 |
5 |
|
|
|
|
|
|
24 Share-based payments
The Company operates two share-based payment schemes, an approved EMI equity-settled share-based remuneration scheme for certain employees and an unapproved equity-settled share scheme for certain management. Under the EMI scheme, the options vest on achievement of employee-specific targets subject to a compulsory 2.5 or 3 year vesting period and can be exercised for a further 7.5 or 7 years after vesting.
Options in issue are summarised below:
|
|
Weighted average exercise price 2012 |
Number 2012 |
Weighted average exercise price 2011 |
Number 2011 |
|
|
|
|
|
|
|
Outstanding at beginning of the year |
183.1p |
34,000 |
183.1p |
34,000 |
|
Granted during the year |
- |
- |
- |
- |
|
Exercised during the year |
- |
- |
- |
- |
|
Lapsed during the year |
- |
- |
- |
- |
|
|
|
|
|
|
|
Outstanding at the end of the year |
183.1p |
34,000 |
183.1p |
34,000 |
|
|
|
|
|
|
All options in issue were fully vested prior to 1 January 2011, hence there is no share based payment charge in 2012 or 2011.
The exercise price of options outstanding at the end of the year ranged between 137.5p and 187.5p (2011: 137.5p and 187.5p) and their weighted average remaining contractual life was 1.6 years (2011: 2.6 years).
The Company's share price during the year ranged from a low of 235p to a high of 277.5p, with an average of 251.5p. At the year-end it was 272.5p.
25 Related party transactions
Details of amounts payable to Directors are disclosed in note 4. Other than their remuneration and participation in the Group's share option schemes (note 24), there are no transactions with key members of management.
There were no other material transactions with related parties.
26 Contingent liabilities
The Group had no material contingent liabilities as at the date of these financial statements (2011: none), except that it has been agreed with the Group's subsidiary, Interactive Prospect Targeting Limited, that upon a sale of that company, an initial amount of the consideration payable shall be paid to certain management shareholders on a pre-determined basis, following which it will be payable to all shareholders pro-rata to their holdings. This initial amount, as at 31 December 2012, was £549,000 (2011: £549,000).
27 Non-controlling interests
The non-controlling interests of £1,477,000 (2011: £1,535,000) relate to the net assets attributable to the shares not held by the Group at 31 December 2012 in the following subsidiary undertakings:
|
Name of subsidiary undertaking |
2012 £'000 |
2011 £'000 |
|
|
|
|
|
NMT Group Limited |
77 |
112 |
|
Interactive Prospect Targeting Limited |
953 |
888 |
|
Shire Foods Limited |
447 |
535 |
|
|
|
|
|
|
1,477 |
1,535 |
|
|
|
|
28 Business combination
On 29 July 2011 the Company acquired 54% of Shire Foods Limited ("Shire") for cash consideration of £496,000. This business combination gave rise to a gain on bargain acquisition totalling £1,310,000 which has been recognised as a credit to the income statement in accordance with
IFRS 3 Business Combinations. The investment in Shire was undertaken at a valuation below Shire's net asset value in view of the loss-making nature of the business. The non-controlling interest's share of the identifiable net assets recognised directly in equity, was £1,528,000.
The share of net assets acquired, non-controlling interests recognised, and resulting gain on bargain acquisition are analysed below:
|
|
Book value £'000 |
Fair value adjust-ments £'000 |
Fair value £'000 |
Share acquired £'000 |
Consideration £'000 |
Gain on bargain acquisition £'000 |
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
6,160 |
(260) |
5,900 |
3,195 |
|
|
|
Current assets |
1,579 |
(49) |
1,530 |
828 |
|
|
|
Current liabilities |
(2,396) |
- |
(2,396) |
(1,297) |
|
|
|
Non-current liabilities |
(1,953) |
253 |
(1,700) |
(920) |
|
|
|
|
|
|
|
|
|
|
|
|
3,390 |
(56) |
3,334 |
1,806 |
496 |
1,310 |
|
|
|
|
|
|
|
|
Revenue and profit/(loss) of the acquired entity were as follows:
|
|
Unaudited Year ended 31 December 2011 £'000 |
From acquisition date to 31 December 2011 £'000 |
|
|
|
|
|
Revenue |
7,418 |
3,332 |
|
Loss before interest and tax |
(1,272) |
(600) |
|
|
|
|
Subsequently, on 31 December 2011, the Company acquired a further 26% share in Shire for additional cash consideration of £38,000. The share of net assets acquired in this additional investment exceeded the cost of investment by £658,000. This surplus was recognised directly in equity in accordance with IAS 27 Consolidated and Separate Financial Statements.
29 Post balance sheet events
On 14 May 2013 the Group acquired the business and certain assets of JMP Consultants Limited for a cash consideration of £0.42 million. The estimated fair value of the net assets acquired was £0.6 million. The Group has agreed to make a working capital facility available to the company. The initial acquisition accounting has not yet been completed and therefore further disclosures in respect of the business combination cannot be provided at this stage.
-ENDS-
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