FOR RELEASE AT 7.00AM 12 July 2012
JUDICIUM PLC
AUDITED RESULTS FOR THE YEAR ENDED 31 MARCH 2012
The Directors are pleased to announce the annual results of Judicium Plc for
the year ended 31 March 2012.
PRINCIPAL ACTIVITIES
The principal activity of the Judicium Plc group during the year, conducted
mainly through its wholly owned subsidiary Judicium Consulting Limited was the
provision of regulatory consultancy and training services to private and public
sector organisations in the areas of employment law, health and safety, data
protection and financial services regulation.
There is also a contribution to group revenue from its subsidiary Porta Verde
Financial Services Limited. This latter company operates as a regulatory
umbrella enabling financial services firms to trade as Appointed
Representatives using the company's regulatory permissions, thereby obviating
the requirement for the client-firm to obtain its own direct authorisation from
the Financial Services Authority.
The group also operates UK Work Permits Limited, a company that provides
consultancy services in the areas of work-related UK immigration and associated
compliance issues.
REVIEW OF THE BUSINESS
The key financial highlights for the year are as follows:
Year ended 31 March 2012 2011 2010
£ £ £
Turnover 2,776,480 1,925,093 1,583,541
Operating profit 432,005 293,045 195,283
Interest income 783 572 325
Profit on ordinary activities before 432,788 293,617 195,608
taxation
Having stated in last year's review that "the next 12 months should see a
modest growth in pre-tax earnings of 10% to 15% before the effects of any new
acquisition", the Directors are pleased to report that actual trading in the
year ended 31 March 2012 has been significantly ahead of those expectations.
The company has achieved a significant increase in organic growth; with pre-tax
earnings growing by over 47% over the year, and turnover growth of 44%.
The reason for better than expected performance is due partly to lower than
anticipated costs (e.g. the company's expansion into another floor within the
building took place later than expected), but mainly from higher than
anticipated sales.
FUTURE DEVELOPMENTS
The directors are currently exploring a number of options as to the future
development of the company and its subsidiaries. Among the options being
considered is the launch of a number of new support services that complement
the company's current offering. An alternative option being considered is the
raising of sufficient investment as to enable the company to execute a buy and
build strategy by the acquisition of companies operating within identical or
similar sectors. A third option being considered is a significant share
buyback programme to be financed from cash resources. All options currently
remain open.
Notwithstanding the above, over the next 12 months, the company will continue
its strategy of developing organic and acquisition led growth. The company is
concentrating on organic growth with significant activity expected in the
education compliance services sector. Whilst the company has historically
exercised caution when forecasting future performance, usually resulting in
better than expected performance, the next 12 months are likely to see a
significant rise in people costs in anticipation of further growth, resulting
in modest growth in earnings and revenue.
One of the companies in the group, Porta Verde Financial Services Limited, was
recently informed by the Financial Services Authority that it is under
investigation due to its oversight function over the activities of two of its
Appointed Representatives. The investigation concerns the possibility of
mis-selling of insurance contracts over the telephone by the Appointed
Representatives. Whatever the result of the investigation, the directors do
not anticipate that this issue will impact materially on financial performance
over the next 12 months, on the basis that there is a contractual arrangement
for the recovery of sums paid from the Appointed Representatives.
PRINCIPAL RISKS AND UNCERTAINTIES
Given the trend for increased regulation of the business environment, the
directors consider that the market for the group's consultancy services is
likely to show reasonable growth over the next few years. However there is
strong competition in the market and there can be no certainty that the rate of
turnover growth experienced by the group in recent years will continue.
A key challenge in our business is ensuring that we retain our clients. We seek
to achieve this through providing excellent service.
Giving advice in regulatory areas carries the risk that clients may bring legal
action against us if they think our advice is unsatisfactory.
Having Porta Verde Financial Services Limited acting as the Principal
authorised firm under which its Appointed Representatives trade, carries both
legal and regulatory risks should the Directors of Porta Verde Financial
Services Limited fail to properly discharge their supervisory and compliance
functions. The Financial Services Authority has wide statutory powers to deal
with regulatory breaches including fines, prohibitions and prosecutions.
DIVIDENDS
The directors do not recommend the payment of a dividend.
DIRECTORS
The following directors have held office since 1 April 2011:
L de Costa
C Dufficy
S Shukla
T Bannister
P Thompson
S Mehta
DIRECTORS' INTERESTS IN SHARES
Directors' interests in the shares of the company, including family interests,
were as follows:
Ordinary Ordinary
shares of
shares of
£0.10p each
£0.10p each
31 March 2012
31 March 2011
S Shukla 564,474 564,474
L de Costa 506,500 506,500
C Dufficy 313,148 328,148
T Bannister 15,000 15,000
P Thompson 15,000 15,000
S Mehta 118,519 118,519
DISABLED PERSONS
The group policy is to give disabled workers equal opportunity to apply and be
considered for those vacancies that they are able to fill. All necessary
assistance with initial training courses is given. Once employed, a career plan
is developed so as to ensure suitable opportunities for each disabled person.
EMPLOYEE CONSULTATION
The group places considerable value on the involvement of its employees and has
continued to keep them informed on matters affecting them as employees, and on
the performance of the group, through informal meetings and communications.
POLICY ON PAYMENT OF CREDITORS
In respect of the group's suppliers, it is not the group's policy to follow any
code or standard on payment practice. It is the group's policy to settle the
terms of payment with those suppliers when agreeing the terms of each
transaction and then to abide by them. Creditor days at the balance sheet date
were 36 days (2011 - 29).
RESEARCH AND DEVELOPMENT EXPENDITURE
The group continued to invest in existing software products and developing new
products. Research and development expenditure is written off to the profit and
loss account in the year it is incurred. The group takes advantage of research
and development taxation credits under the HM Revenue and Custom's rules, if
applicable.
AUDITORS
Lubbock Fine are deemed to be re-appointed under section 487(2) of the
Companies Act 2006.
By order of the Board
Leon de Costa
Secretary
Date: 11 July 2012
JUDICIUM PUBLIC LIMITED COMPANY AND SUBSIDIARY UNDERTAKINGS
CONSOLIDATED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31 MARCH 2012
Notes 2012 2011
£ £
TURNOVER 1 2,776,480 1,925,093
COST OF SALES 2 (262,929) (180,562)
GROSS PROFIT 2,513,551 1,744,531
Administrative expenses 2 (2,081,546) (1,451,486)
OPERATING PROFIT 432,005 293,045
Interest receivable and similar income 3 783 572
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 4 432,788 293,617
Taxation 6 (99,474) (62,654)
PROFIT FOR THE FINANCIAL YEAR 16 333,314 230,963
Earnings per share 19 17.02p 11.69p
The operating profit for the year arises from the group's continuing
operations.
No separate statement of Total Recognised Gains and Losses has been presented
as all such gains and losses have been dealt with in the profit and loss
account.
JUDICIUM PUBLIC LIMITED COMPANY AND SUBSIDIARY UNDERTAKINGS
CONSOLIDATED AND COMPANY BALANCE SHEET
AS AT 31 MARCH 2012
Group Company Group Company
Notes 2012 2012 2011 2011
£ £ £ £
FIXED ASSETS
Intangible fixed assets 7 420,472 - 444,920 -
Tangible assets 8 29,950 - 28,447 -
Investments 9 - 692,389 - 694,639
450,422 692,389 473,367 694,639
CURRENT ASSETS
Debtors 10 422,463 - 405,109 -
Cash at bank and in hand 1,127,243 - 933,755 -
1,549,706 - 1,338,864 -
CREDITORS: Amounts 12 (664,792) (494,792) (830,209) (497,042)
falling due within one
year
NET CURRENT ASSETS/ 884,914 (494,792) 508,655 (497,042)
(LIABILITIES)
TOTAL ASSETS LESS 1,335,336 197,597 982,022 197,597
CURRENT LIABILITIES
PROVISIONS FOR
LIABILITIES
Other provisions 13 (45,000) - (25,000) -
NET ASSETS 1,290,336 197,597 957,022 197,597
CAPITAL AND RESERVES
Called up share capital 15 197,597 197,597 197,597 197,597
Profit and loss account 16 1,092,739 - 759,425 -
SHAREHOLDERS' FUNDS 17 1,290,336 197,597 957,022 197,597
These financial statements were approved by the directors and authorised for
issue on ……………., and are signed on their behalf by:
Leon de Costa
Director
Company Registration No. 5443060
JUDICIUM PUBLIC LIMITED COMPANY AND SUBSIDIARY UNDERTAKINGS
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2012
2012 2011
£ £
NET CASH INFLOW FROM OPERATING 465,326 452,908
ACTIVITIES
Returns on Investments
Interest received 783 572
Net cash inflow from returns on 783 572
investment
Taxation
Taxation paid (58,209) -
Net cash outflow from taxation (58,209) -
Capital expenditure
Payments to acquire tangible fixed (18,431) (15,836)
assets
Net cash outflow from capital (18,431) (15,836)
expenditure
Acquisitions and disposals
Payments to acquire UK Work Permits (172,618) (321,174)
Limited
Net cash acquired with subsidiary - 150,738
Net cash outflow from acquisitions and (172,618) (170,436)
disposals
INCREASE IN CASH 216,851 267,208
RECONCILIATION OF OPERATING PROFIT TO 2012 2011
NET CASH INFLOW FROM OPERATING
ACTIVITIES £ £
Operating profit 432,005 293,045
Depreciation 16,928 9,705
Amortisation 22,198 1,284
Increase in debtors (97,890) (39,767)
Increase in creditors 72,085 188,641
Increase in provisions 20,000 -
NET CASH INFLOW FROM OPERATING 465,326 452,908
ACTIVITIES
ANALYSIS OF CHANGES IN NET FUNDS At Cash At
1 April 2011 Flows 31 March
2012
Cash in hand and at bank 933,755 193,488 1,127,243
Overdraft (23,363) 23,363 -
NET FUNDS 910,392 216,851 1,127,243
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost
convention and on the going concern basis and in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and
applicable law).
BASIS OF CONSOLIDATION
The group accounts consolidate the accounts of the company and its interests in
subsidiaries.
No profit and loss account is presented for Judicium Plc as provided by Section
418 of the Companies Act 2006. The parent company's retained profit for the
period amounted to £nil.
RELATED PARTY TRANSACTIONS
Judicium Plc has taken advantage of the exemption provided by Financial
Reporting Standard No. 8 not to disclose inter group transactions or balances
with fellow group undertakings where these have been eliminated upon
consolidation.
FIXED ASSET INVESTMENTS
Fixed asset investments are stated at cost less any provision for any
diminution in value.
INTANGIBLE FIXED ASSETS
Intangible fixed assets are stated at historical cost.
Intellectual property including database licences and rights, trade marks and
domain names are being amortised over their estimated useful lives of between
one and five years.
GOODWILL
When the fair value of the consideration for an acquired undertaking exceeds
the fair value of its separable net assets, the difference is treated as
purchased goodwill and is capitalised and amortised through the profit and loss
account over 20 years, its estimated economic life.
Purchased goodwill is reviewed for impairment at the end of the first full
financial year following each acquisition and subsequently as and when
necessary if circumstances emerge that indicate that the carrying value may not
be recoverable.
TANGIBLE FIXED ASSETS
Tangible fixed assets are stated at historical cost.
Depreciation is provided on all tangible fixed assets at rates calculated to
write each asset down to its estimated residual value evenly over its expected
useful life, as follows:-
Computer equipment over 3 years
Fixtures, fittings and equipment over 3 to 5 years
TURNOVER
Turnover represents the receivable value, net of Value Added Tax, of services
provided to customers.
LONG TERM CONTRACTS
Profit is recognised on long term contracts, if the outcome can be assessed
with reasonable certainty, by including in the profit and loss account turnover
and related costs, including the costs of winning the contract, as contract
activity progresses. Turnover is calculated by reference to the values of work
performed to date as a proportion of total contract value.
FOREIGN CURRENCIES
Monetary assets and liabilities denominated in foreign currencies are
translated at the rate of exchange ruling at the balance sheet date.
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction. All differences are taken to the profit and loss account.
PENSION COSTS
The group operates a defined contribution pension scheme for employees. The
assets of the scheme are held separately from those of the group. The annual
contributions payable are charged to the profit and loss account.
OPERATING LEASES
The costs of operating leases are charged to the profit and loss account on a
straight line basis over the period of the lease.
DEFERRED TAX
Full provision is made for deferred tax arising from timing differences between
the recognition of gains and losses in the financial statements and their
recognition in computing taxation. Deferred tax assets are recognised to the
extent that it is regarded as more likely than not that they will be recovered.
* TURNOVER
The group's turnover and profit before taxation was derived from its principal
activity and is wholly within the United Kingdom.
OPERATING EXPENSES 2012 2011
£ £
Cost of sales 262,929 180,562
Administration expenses 2,081,546 1,451,486
Total operating expenses 2,344,475 1,632,048
INTEREST RECEIVABLE AND SIMILAR INCOME 2012 2011
£ £
Bank and other interest receivable 783 572
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 2012 2011
£ £
Profit on ordinary activities before taxation is
stated after
charging:
Depreciation - owned assets 16,928 9,705
Amortisation of goodwill 22,198 1,284
Auditors' remuneration
- Audit fees 15,700 13,500
- Taxation fees 9,000 1,800
- Other - 15,000
Operating lease: other 98,281 52,865
Operating lease: plant and machinery 8,338 8,204
EMPLOYEES 2012 2011
No. No.
The average monthly number of persons (including
directors) employed by the group during the
period was:
Sales, office and management 29 18
The average monthly number of external 7 18
consultants of the group was:
2012 2011
£ £
Staff costs for above employees (including
directors):
Wages and salaries 1,216,755 825,400
Social security costs 131,952 90,016
Pensions 9,511 1,802
1,358,218 917,218
5 EMPLOYEES (continued)
DIRECTORS' REMUNERATION 2012 2011
£ £
Emoluments 175,397 132,000
Value of group pension contributions to money 3,125 550
purchase schemes
178,522 132,550
The number of directors who accrued benefits under group pension schemes was as
follows:
2012 2011
No. No.
Money purchase schemes 1 1
TAXATION 2012 2011
£ £
Current tax:
UK Corporation based upon the results for the 18,938 10,183
year
Total current tax 18,938 10,183
Deferred tax:
Origination and reversal of timing differences 80,536 52,471
(note 10)
99,474 62,654
Factors affecting the tax charge for the year:
Profit on ordinary activities before taxation 432,788 293,617
Profit on ordinary activities before taxation 86,558 61,660
multiplied by standard rate of UK Corporation
tax of 20% (2011: 21%)
Non deductible expenses 5,107 375
Depreciation and amortisation 7,824 2,279
Capital allowances (1,072) (3,479)
Brought forward tax losses utilised (79,484) (57,937)
Losses carried forward 5 1,245
Effect of marginal rate - 6,040
Current tax charge 18,938 10,183
INTANGIBLE FIXED ASSETS
GROUP Software Goodwill Total
£ £ £
Cost
At 1 April 2011 49,530 446,204 495,734
Disposals (49,530) - (49,530)
Price adjustment - (2,250) (2,250)
At 31 March 2012 - 443,954 443,954
Amortisation
At 1 April 2011 49,530 1,284 50,814
On disposals (49,530) - (49,530)
Charge for the year 22,198 22,198
At 31 March 2012 - 23,482 23,482
Net book value
At 31 March 2012 - 420,472 420,472
At 31 March 2011 - 444,920 444,920
TANGIBLE FIXED ASSETS
GROUP Computer Fixtures, Total
equipment fittings and £
£ equipment
£
Cost
At 1 April 2011 66,519 57,105 123,624
Additions in the period 7,356 11,075 18,431
Disposals - (13,000) (13,000)
At 31 March 2012 73,875 55,180 129,055
Depreciation
At 1 April 2011 53,516 41,661 95,177
On disposals - (13,000) (13,000)
Charge for the period 8,097 8,831 16,928
At 31 March 2011 61,613 37,492 99,105
Net book value
At 31 March 2012 12,262 17,688 29,950
At 31 March 2011 13,003 15,444 28,447
9 INVESTMENTS Subsidiary
COMPANY undertakings
£
Cost
At 1 April 2011 694,639
Additions -
Price adjustment reduction (2,250)
At 31 March 2012 692,389
Net book value
At 31 March 2012 692,389
At 31 March 2011 694,639
The company holds 100% of the issued share capital in the following companies:
Name of company Proportion of Nature of business
ordinary shares
held
Judicium Business Services 100% Service company for group
Limited
Judicium Consulting Limited * 100% Consultancy services
Judicium Education Support 100% Online marketing of legal
Services Limited * services
Porta Verde Financial Services 100% Financial services &
Limited regulation
UK Work Permits Limited 100% UK immigration
consultancy services
* Investments held indirectly through Judicium Business Services Limited
10 DEBTORS Group Company Group Company
2012 2012 2011 2011
£ £ £ £
Trade debtors 294,297 - 134,556 -
Other debtors 72,407 - 89,398 -
Prepayments 55,759 - 100,619 -
Deferred tax (note 11) - - 80,536 -
422,463 - 405,109 -
The debtors above include the following amounts falling due after more than one
year
Other debtors 41,688 - 10,888 -
11 DEFERRED TAXATION
The deferred tax included in the balance sheet is as follows:
2012 2011
£ £
Included in debtors (note 10) - 80,536
The movement in the deferred taxation account during the year was:
2012 2011
£ £
Balance brought forward 80,536 133,007
Profit and loss account movement arising during the (80,536) (52,471)
year
Balance carried forward - 80,536
The balance of the deferred taxation account consists of the tax effect of
timing differences in respect of:
2012 2011
£ £
Tax losses available - 80,536
CREDITORS: Amounts falling Group Company Group Company
due within one year
2012 2012 2011 2011
£ £ £ £
Bank overdraft - - 23,363 -
Trade creditors 112,681 - 55,632 -
Corporation tax 18,938 - 58,209 -
Taxation and social 157,660 - 137,104 -
security costs
Other creditors 86,694 494,792 250,155 497,042
Accruals and deferred 288,819 - 305,746 -
income
664,792 494,792 830,209 497,042
* OTHER PROVISIONS FOR LIABILITIES AND CHARGES
Group 2012
£
Other provisions:
Balance brought forward 25,000
Additional provisions made in the year 20,000
--------------------------------
45,000
================================
The above provision relates to dilapidation costs payable upon expiration of
lease's on the group's properties.
* PENSIONS
The group operates a pension scheme which provides for the payment of
contributions by the group. The scheme operates on a defined contribution money
purchase basis and the contributions are charged to the profit and loss account
as they arise. The charge for the year was £9,511 (2011 - £1,802).
At the balance sheet date, the amount outstanding in respect of pension
contributions is £2,515 (2011 - £nil).
SHARE CAPITAL 2012 2011
£ £
Allotted, issued and fully paid:
1,975,967 ordinary shares of 10p each 197,597 197,597
PROFIT AND LOSS RESERVE Group Company 2012
2012 £
£
Balance brought forward 759,425 -
Profit for the year 333,314 -
Balance carried forward 1,092,739 -
RECONCILIATION OF MOVEMENT IN Group Company 2012
SHAREHOLDERS' FUNDS 2012 £
£
Opening shareholders' funds 957,022 197,597
Profit for the year 333,314 -
Closing shareholders' funds 1,290,336 197,597
* 17 COMMITMENTS UNDER OPERATING LEASES
At 31 March 2012 the group had annual commitments under non-cancellable
operating leases as follows:
2012 2011
£ £
Land & Other Land & Other
buildings buildings
£ £
£ £
Operating leases which
expire;
Within 2 to 5 years 103,817 9,267 52,760 3,161
* 18 EARNINGS PER SHARE
Earnings per share for the group is based on a profit for the year of £
333,314 (2011 - £230,963) and 1,957,967 (2011 - 1,957,967) shares in
issue. The fully diluted earnings per share figure are the same as the
basic figure.
* 18 CONTINGENT LIABILITIES
One of the companies in the group, Porta Verde Financial Services
Limited, was recently informed by the Financial Services Authority that
it is under investigation due to its oversight function over the
activities of two of its Appointed Representatives. The investigation
concerns the possibility of mis-selling of insurance contracts over the
telephone by the Appointed Representatives. Whatever the result of the
investigation, the directors do not anticipate that this issue will
impact materially on financial performance over the next 12 months, on
the basis that there is a contractual arrangement for the recovery of
sums paid from the Appointed Representatives.
The financial information set out above does not constitute the Group's
statutory accounts for the years ended 31 March 2011 or 31 March 2012, but is
extracted from those accounts. Statutory accounts for 2011 have been delivered
to the Registrar of Companies in England and Wales, and those for 2012 will be
delivered shortly. The Accounts for 2012 contained an unqualified audit report.
For more information, please contact:
Leon de Costa
Chief Executive Officer
020 7336 8403
Roland Cornish and James Biddle
Beaumont Cornish Limited
020 7628 3396
Additional information regarding the Company can be obtained from the Company's
website. The Company's website can be accessed at www.judicium.com