Final Results
Conchango PLC
01 April 2008
Conchango plc
('Conchango' or 'the Company')
Preliminary announcement of results for the year ended 31 December 2007
Conchango plc is pleased to announce its preliminary results for 2007.
Chairman's Statement
Review
The Group continued to trade as an investment company throughout 2007 with a
profit before tax of £156,000.
Acquisition
The Board is pleased to have completed the reverse takeover of Conchango plc on
15 January 2008, for a consideration of £30m. On the same day Harrier Group plc
changed its name to Conchango plc and was admitted to AIM.
The Board were particularly impressed by Conchango's:
Management Team; the team had successfully grown the business organically for 16
years. During that period the team had shown their strength in dealing with the
market difficulties of 2001 and 2002, and then pursuing a long term strategy for
growth.
Track Record; Conchango has an excellent track record for delivering complex and
innovative technology projects to large organizations. In a market where project
delivery can be problematic, Conchango have a great success rate and reputation.
Client Base; Conchango work with some of the largest companies in the world.
Their focus on the Retail, Financial Services, Energy and Media markets has
proved to be very successful. These large organizations, although very
demanding, are an excellent source of repeat business.
Market Sector; Conchango work in one of the most exciting areas of new
technology, the development of large transactional web sites. The sector has
strong growth potential as organizations look to the web channel to increase
sales and reduce cost.
Growth Plans; Conchango plans to grow both organically and by acquisition. The
market listing will facilitate this growth by providing access to capital for
targeted acquisitions in the UK.
Conchango's trading results for the year ended 31 December 2007 and 2006 are set
out in note 13 to the accounts. On turnover of £38m, Conchango delivered pre-tax
profits of £2.8m, an increase of 43% on its previous year's results.
Current trading and outlook
The Board remains positive about the outlook for 2008 and beyond. We will
continue our strategy of focusing on growth in scale and market share in the
retail and financial services markets and establishing a presence in the media
and entertainment sector.
The Board believes that the market for Conchango's services will continue to
grow in 2008 assisted by the growth of the digital economy in Europe and the US.
The Board also believes that the group is capable of establishing a leadership
in this field in the UK and exploiting further opportunities in the US.
Board Changes
New directors appointed upon completion of the acquisition were:
JA Herring (Non-executive)
MA Altendorf (Joint Chief Executive)
AM Griffin FCA (Finance Director)
RJ Poole (Operations Director)
RN Thwaite (Joint Chief Executive)
DA Alway resigned as a non-executive director on completion of the acquisition.
ALR Morton
Chairman
Further information is available at the Company website, www.conchango.com.
Contacts:
Conchango plc
Richard Thwaite 020 7261 4444
Michael Altendorf 020 7261 4444
Bob Morton 07797 751 457
FinnCap, nominated adviser
Geoff Nash 020 7600 1658
Threadneedle Communications
Trevor Bass 020 7936 9666
With effect from 1 March 2008 JMFinn Capital Markets Limited conducts business
under the trading name of FinnCap
Income statement for the year ended 31 December 2007
2007 2006
£000 £000
Administration expenses (128) (143)
Operating loss (128) (143)
Finance income 284 224
Fees relating to abortive merger - (19)
Profit before taxation 156 62
Taxation expense (184) (12)
(Loss)/profit for the year (28) 50
(Loss)/earnings per share 2007 2006
(pence)
Basic (0.09) 0.16
Diluted (0.09) 0.16
All operations relate to continuing activities.
Balance Sheet as at 31 December 2007
Assets
Current assets 2007 2006
£000 £000
Trade and other receivables 296 25
Cash and cash equivalents 4,767 4,623
Total assets 5,063 4,648
Equity and liabilities
Current liabilities 2007 2006
£000 £000
Trade and other payables 293 22
Current tax liabilities 184 12
Total liabilities 477 34
Capital and reserves 2007 2006
£000 £000
Share capital 315 315
Share premium 91 91
Retained earnings 4,180 4,208
Total equity 4,586 4,614
Total equity and liabilities 5,063 4,648
Statement of changes in equity for the year ended 31 December 2007
Share Share Retained Total
Capital Premium Earnings £000
£000 £000 £000
Balance at 1 315 91 4,158 4,564
January 2006
Profit for the - - 50 50
year
Balance at 31 315 91 4,208 4,614
December 2006
Loss for the year - - (28) (28)
Balance at 31 315 91 4,180 4,586
December 2007
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital
over the nominal value of these shares net of share issue expenses.
Retained earnings represent the cumulative profit of the company attributable to
the equity shareholders.
Cash Flow Statement for the year ended 31 December 2007
Operating activities 2007 2006
£000 £000
Profit before taxation 156 62
Adjustments to reconcile to net cash flows
Non-operating movements
Finance income (284) (224)
Working capital movements
Increase in trade and other (271) (20)
receivables
Increase/(decrease) in trade 271 (14)
and other payables
Taxation paid (12) -
Net cash flows from operating (140) (196)
activities
Investing activities
Interest received 284 224
Net cash flows from investing 284 224
activities
Summary
Net increase in cash and cash 144 28
equivalents
Cash and cash equivalents at 1 4,623 4,595
January
Cash and cash equivalents 31 4,767 4,623
December
Notes to the preliminary announcement
1. Basis of preparation
The principal accounting policies of the company are set out in the company's
2007 annual report and accounts
2. Taxation
The major components of income tax expense for the years ended 31 December 2007
and 2006 are:
Taxation 2007 2006
£000 £000
Current tax charge 34 12
Adjustment for prior years 150 -
Total 184 12
A reconciliation between income tax expense and the product of accounting profit
multiplied by the standard rate of corporation tax applicable to company in the
UK is as follows:
2007 2006
£000 £000
Profit before taxation 156 62
At the standard small company 31 12
rate of tax
in the UK (20%)
Adjustments in respect of 150 -
previous years
Non deductible expenses 3 -
Income tax expense 184 12
3. Earnings per share
Basic (loss) earnings / per share is calculated by dividing the (loss) / profit
for the year by the weighted average number of ordinary shares outstanding.
2007 2006
(Loss) / profit for the year (£000) (28) 50
Weighted average number of shares for 31,529,405 31,529,405
basic EPS
Basic (loss) / earnings per share (0.09) 0.16
(pence)
Diluted (loss) / earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion of all
dilutive potential shares.
The only potential shares relate to the outstanding share options in the
company. For a loss making company such potential shares are anti-dilutive as
any conversion would reduce the loss per share. Therefore, no adjustment is made
to the weighted average number of shares in this case.
2007 2006
(Loss) / profit for the year (£000) (28) 50
Weighted average number of shares 31,529,405 31,529,405
outstanding
Conversion of share options - 16,394
Weighted average number of shares for 31,529,405 31,545,799
diluted EPS
Diluted (loss) / earnings per share (0.09) 0.16
(pence)
Note 5 details the issue of 149,437,060 fully paid new Ordinary 1p shares on 15
January 2008 in relation to the acquisition of Conchango plc. The effect of the
new shares on the Basic and Diluted (loss)/ earnings per share is as follows:
2007 2006
(Loss) / profit for the year (£000) (28) 50
Weighted average number of shares at 31 31,529,405 31,529,405
December
New shares issued 15 January 2008 149,437,060 149,437,060
Revised number of shares in issue at 15 180,966,465 180,966,485
January 2008
Revised Basic (loss) / earnings per (0.015) 0.028
share (pence)
Revised Diluted (loss) / earnings per (0.015) 0.028
share (pence)
4. Share capital
Authorised 2007 2006
£000 £000
50,000,000 Ordinary shares of 1p each 500 50
Allotted, issued and fully paid Number £000
At 1 January 2006, 31 December 2006 31,529,405 315
and 31 December 2007
Note 5 details the issue of 149,437,060 new ordinary shares of 1p relating to
the acquisition of Conchango plc and for cash on 15 January 2008. After these
new issues, the allotted, issued and fully-paid share capital was 180,966,465
shares with a nominal value of £1.81m.
In addition the share premium account increased by £26.76m due to the issue of
the new shares at 18.91p per share. The share premium account of £0.09m at 31
December 2007 increased to £26.85m at 15 January 2008.
5. Post Balance Sheet Events
On 15 January 2008 Harrier Group plc acquired the entire share capital of
Conchango plc through the issue of 144,352,431 Ordinary Shares at 18.91p plus
cash of £1.5m and the issue of a further 5,084,629 ordinary shares via a placing
at 18.91p.
On the same day Harrier Group plc changed its name to Conchango plc and
Conchango plc changed its name to Conchango (Holdings) Limited. Conchango plc
was then readmitted to AIM. The estimated costs relating to this acquisition,
placing and readmission were £0.74m and the acquisition is expected to generate
goodwill of £24.7m due to the fair value of the consideration exceeding the fair
value of the assets acquired. The final goodwill amount will be subject to an
annual impairment review.
The results of Conchango plc prior to its acquisition were as follows:
Results for the year ended 31 2007 2006
December * £000 £000
Sales 37,849 32,760
Cost of sales (25,448) (21,948)
Gross profit 12,401 10,812
Administration expenses (9,546) (8,902)
Other operating income - 63
Operating profit 2,855 1,973
Net finance costs (102) (45)
Profit before taxation 2,753 1,928
Taxation (744) (598)
Profit after taxation 2,009 1,330
* All numbers are reported under IFRS
6. Publication of accounts
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985.
The income statement, balance sheet at 31 December 2007, statement of changes in
equity, cash flow statement and associated notes have been extracted from the
Company's 2007 statutory financial statements upon which the auditors opinion is
unqualified and which do not include any statement under section 237 of the
Companies Act 1985.
Those financial statements have not been delivered to the registrar of
companies.
Report and accounts for the financial period ended 31 December 2007 will be sent
to Shareholders with details of the annual general meeting in due course. Copies
will also be available from the Company's website (www.conchango.com).
This information is provided by RNS
The company news service from the London Stock Exchange