Press Release
|
27 May 2016
|
Volvere plc
("Volvere" or the "Group")
Preliminary results for the year ended 31 December 2015
Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its preliminary
results for the year ended 31 December 2015.
Highlights
£ million except where stated
|
As at 31
December 2015
|
As at 31
December 2014
|
As at
30 June 2015
(unaudited)
|
|
|
|
|
Consolidated net assets per share
(excluding non-controlling interests)(1)
|
£5.69
|
£4.31
|
£4.32
|
|
|
|
|
Group net assets
|
24.3
|
19.0
|
18.9
|
|
|
|
|
Cash and marketable securities
|
16.3
|
13.1
|
11.7
|
|
|
|
|
|
Year ended
|
Six months ended
|
|
31 December
2015
|
31 December
2014
(re-presented) (2)
|
30 June
2015
(re-presented) (2)
|
Group revenue from continuing businesses
|
27.9
|
12.4
|
10.5
|
Group profit before tax from continuing operations
|
1.34
|
1.20
|
0.46
|
Group profit before tax from continuing operations before one-off exceptional
credit(3)
|
1.34
|
0.35
|
0.46
|
Note
1 Based on the net assets attributable to
owners of the parent company and the respective period end shares in issue of 4,085,958, 4,145,958 and 4,085,958.
2 The results for the year ended 31 December
2014 and the six months ended 30 June 2015 have been re-presented to reflect the results of discontinued operations.
3 In 2014 there was a one-off exceptional
credit in Shire Foods amounting to £0.85 million.
· Shire Foods delivered record performance
with profit before tax and intra-group management and interest charges of £1.59 million on revenue of £15.48 million.
· Impetus Automotive, acquired in March
2015, achieved revenue and profit before tax and intra-group management and interest charges of £12.1 million and £0.58 million
respectively.
· Group disposed of its 76% share in JMP
Consultants in December 2015 for £6.48 million (acquired in May 2013 for £0.42 million).
· Balance sheet continues to remain strong
with high liquidity.
For further information:
Volvere plc
|
|
Jonathan Lander, CEO
|
Tel: +44 (0) 20 7634 9707
|
|
www.volvere.co.uk
|
N+1 Singer
Aubrey Powell/Liz Yong
|
Tel: + 44 (0) 20 7496 3000
|
Chairman's statement
I am pleased to report on the results for the year ended 31 December 2015.
In 2015 we saw a number of changes in the Group, notably the acquisition in March of Impetus
Automotive and the disposal in December of JMP Consultants. Both Impetus and JMP, along with Shire Foods, performed
well in the period.
The sale of JMP for well in excess of book value significantly boosted our net assets per share
and added 1% per annum to the annual growth rate that we have achieved to date. At the year-end, our net assets per
share had risen to £5.69 from £4.31, increasing the compound growth rate from 14% to 15% per annum since the company's inception
in 2002.
We are looking forward to continued progress in 2016.
David Buchler
Chairman
26 May 2016
*Net assets attributable to owners of the parent company divided by total number of ordinary
shares outstanding at the reporting date (less those held in treasury), see note 20
Chief Executive's statement
Introduction
2015 was an excellent year for the Group with good underlying profits generated by our ongoing
businesses and a successful disposal.
Our transport planning and engineering consultancy, JMP Consultants Limited, was sold in
December for total cash consideration of £8.5 million (of which the Group's share was £6.48 million before related
costs). We are delighted to have restored JMP to growth and secured the future for the company and staff as part of a
larger group. The sale also achieved an excellent financial outcome for our shareholders.
We were also very pleased to complete the acquisition in March of Impetus Automotive Limited
which we believe is an excellent addition to the Group.
Principal activities
The Company is a holding company that identifies and invests in undervalued and/or distressed
businesses and securities as well as businesses that are complementary to existing Group companies. The Company provides
management services to those businesses.
The trading subsidiaries' activities during the year were food manufacturing, security solutions
and automotive consulting, and each of these is reported as a separate segment. The transport planning & engineering segment
activities ceased during the year following the disposal of JMP.
Operating review
The financial performance of each segment is summarised below and in the financial review and
further detailed in note 5 to this announcement.
Food manufacturing
Shire Foods Limited ("Shire"), in which the Group has an 80% stake, was acquired in 2011 and
manufactures frozen pies, pasties and other pastry products for retailers and food service customers. This year was Shire's
fourth full year of trading within the Group. Its performance was exceptionally good, producing the highest underlying yearly
profit of any company that we have owned to date.
Shire's revenue for the year increased to £15.48 million (2014: £12.13 million) and it achieved
a profit before tax and intra-group management and interest charges of £1.59 million (2014: £1.65 million). Underlying
profits improved significantly as 2014's result was flattered by an exceptional, non-recurring, credit of £0.85 million relating
to the conclusion of the company voluntary arrangement entered into in 2012.
Shire has continued to develop the relationships it has within the UK retail market and has
seen growth arise from both wider ranges and from key customers' market share growth. Although the business is
performing well, since the end of the year, one customer (whose volumes have been on a declining trend in recent years) has
brought some of its manufacturing in-house, which will result in lower revenue for that customer and is likely to reduce
profitability as a whole for 2016. This reduction was expected by us for some time and we have been and are actively
seeking additional opportunities to utilise our available capacity and are positive about being able to do so.
Further information about Shire can be found at www.shirefoods.com.
Automotive consulting
On 25 March 2015, we announced the acquisition of Impetus Automotive Limited ("Impetus").
Impetus's principal activity is the provision of consulting services to the automotive sector, including vehicle manufacturers,
dealerships and national sales companies. The company, which has UK offices in Warwick and Cranfield, employs approximately 200
people serving clients in the UK and a number of other international markets. Further information on Impetus's activities can be
found at www.impetusautomotive.com.
The Group paid a total, including costs, of £1.25 million for Impetus and related intellectual
property assets. During the period from acquisition to the end of the year (just over nine months) Impetus had revenue
of £12.1m and profit before tax and intra-group management and interest charges of £0.58 million.
We have spent time with both customers and staff to stabilise the business and prepare it for
growth. We are part way through a programme to decentralise decision-making and the winning of work, improve our core
back-office systems and processes whilst ensuring that the success of our client programmes remain the absolute focus of everyone
at all levels in the business. Geographically, we are now operating in the UK, Australia, China, Japan and a number of
European countries for a range of different clients.
The automotive sector undoubtedly faces many challenges, but there remains the need for
manufacturers and their distribution networks to develop sustainable profit from long-term relationships with customers,
whether-they are trade or end-user. The improvement of vehicle parts and accessories sales and distribution, after-sales
service, and vehicle sales and profit margins, are all areas where Impetus's people have wide knowledge and expertise. As a
result, we are optimistic about Impetus's prospects and look forward to its contribution to the Group.
Security solutions
Sira Defence & Security Limited ("Sira"), the Group's digital CCTV viewing software
business, continued its progress with revenue increasing to £0.31 million (2014: £0.25 million) and achieving a profit of £0.12
million (2014: £0.08 million).
Sira remains focused on being the universal interface for accessing multiple format CCTV
footage in the law enforcement sector.
Further information about Sira can be found at www.siraview.com.
Transport planning & engineering - discontinued
The Group sold JMP Consultants Limited ("JMP"), its transport planning & engineering
business, in December 2015. JMP is a consultancy that supports the transport planning aspects of property and land
development, as well as providing a range of design, engineering and travel behaviour services. The Group owned
approximately 76% of JMP.
JMP's turnover grew from £11.76 million in 2014 (full year) to £12.82 million for the 11½ month
period to sale, and generated profits before tax and intra-group management and interest charges of £1.1 million in the period to
disposal compared to £0.45 million in the previous full year.
The Group's share of the disposal proceeds of £8.5 million amounted to £6.48 million. We
were pleased with the outcome given that JMP had been acquired for £0.42m in 2013, had already repaid
all working capital loans provided by the Group, and paid us a dividend of £0.45 million as well.
Future strategy
The Group's success to date reflects our consistent approach to value creation by sourcing
businesses where we believe we can make operational and financial improvements. We are optimistic that our approach
will give continued positive returns to shareholders.
Jonathan Lander
Chief Executive
26 May 2016
Financial review
Financial performance
Detailed information about the Group's segments is set out in note 5 to the preliminary
announcement which should be read in conjunction with this financial review and the Chairman's and Chief Executive's
statements.
Overview
In 2015 our Group revenue including the discontinued operations of JMP Consultants Limited
("JMP"), reached a record level of more than £40 million, with peak staff numbers in excess of 500 people. Total
revenue from continuing operations increased from £12.4 million to £27.9 million, largely due to the acquisition of Impetus
Automotive Limited ("Impetus"), but also reflecting strong growth in Shire Foods Limited ("Shire").
The total profit for the year was £6.68 million (2014: £1.47 million), stated after the profit
arising (£5.67 million) on the sale of JMP. Profit before tax from continuing operations rose from £1.2m in 2014 to
£1.34m despite 2014's figures being flattered by an exceptional credit in Shire of £0.85 million.
Continuing businesses
The trading performance of each of our businesses is outlined in the Chief Executive's
statement and set out further in note 5.
Food manufacturing
This segment reflects the trading of Shire Foods, owned since July 2011.
Shire's revenue for the year increased by 28% to £15.48 million (2014: £12.13 million).
Profit before tax and intra-group management and interest charges was £1.59 million (2014: £1.65 million). The 2014 result
included an exceptional credit of £0.85 million relating to the conclusion of the company voluntary arrangement entered into in
2012.
The 5-year financial performance of Shire is summarised in the table below:
|
Year ended 31 December
2015
£'000
|
Year ended 31 December
2014
£'000
|
Year ended 31 December
2013
£'000
|
Year ended 31 December
2012
£'000
|
29 July - 31 December
2011
£'000
|
|
|
|
|
|
|
Revenue
|
15,476
|
12,134
|
8,531
|
6,166
|
3,322
|
|
|
|
|
|
|
Profit/(loss) before tax, intra-group management and interest charges
|
1,588
|
1,651
|
117
|
(441)
|
(668)
|
|
|
|
|
|
|
Exceptional credit
|
-
|
(852)
|
-
|
-
|
-
|
|
|
|
|
|
|
Underlying profit/(loss) before tax, intra-group management and interest charges
|
1,588
|
799
|
117
|
(441)
|
(668)
|
|
|
|
|
|
|
Automotive consulting
This segment reflects the trading of Impetus, which was acquired in March 2015. For
the 9 month period to 31 December Impetus's revenue was £12.1m and profit before tax and intra-group
management and interest charges was £0.58 million.
The overall purchase consideration for Impetus and related intellectual property assets was
approximately £1.25 million, of which £1.08 million was to repay bank debt at acquisition. The internal funding of
this was principally by way of loan. Additionally, the Group supported Impetus with working capital loans throughout
the period. During the period Impetus was charged interest by the Group on outstanding loans amounting to £0.1 million
and the Group received management charges of £0.2 million.
The combination of trading profits and the working capital cycle following the year end has
meant that the outstanding loan balance at the date of this report is £1.1 million. At the end of the period, Impetus
had net assets before deducting Group loans (and excluding goodwill arising on consolidation) of £2.1 million.
Discontinued operations - Transport planning & engineering
As outlined in the Chief Executive's statement, the Group sold JMP in December 2015 for £8.5
million, of which the Group received £6.48 million. The total profit from discontinued activities was £5.67
million. This represents the Group's share of JMP's profit after tax for 2015 to the date of disposal, plus the
Group's share of the sale consideration less the Group's share of the net assets sold. Further details are set out in
note 6.
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 revenues and other gains and losses totalling £0.59 million (2014: £0.21
million).
The Group's net finance expense was £0.12 million (2014: £0.11 million). In spite of
the Group's significant cash balances, individual Group trading companies utilise leverage where possible, and without recourse
to the remaining Group.
Statement of financial position
Cash
Cash at the year end totalled £11.97 million (2014: £12.22 million). As noted below,
the Group made purchases during the year of its own shares for treasury for a total consideration of £0.18 million (2014: £0.31
million).
Available for sale investments
At the year end the Group held available for sale investments with a market value of £4.31
million (2014: £0.92 million). The value of these investments was below their cost, resulting in an unrealised loss on
valuation of £0.61 million.
Overall position
The Group balance sheet has strengthened substantially in the year as a result of the profits
achieved not only from the sale of JMP, but also because of the underlying performance of the Group's continuing
businesses. Total net assets increased from £19.0 million to £24.3 million at the end of 2015.
Dividends
In accordance with the policy set out at the time of 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.
Purchase of own shares
The Group purchased for treasury a total of 60,000 shares (2014: 114,000 shares) for total
consideration of £0.18 million (2014: £0.31 million) representing an average price of £3 per share (2014: £2.69 per share).
As of 31 December 2015, the Group's share repurchases total £5.94 million.
Earnings per share
Basic and diluted earnings per ordinary share were 158.8p compared to 25.6p in the previous
year.
Key performance indicators (KPIs)
The Group uses key performance indicators suitable for the nature and size of the Group's
businesses.
The key financial performance indicators are revenue and profit before tax. The
performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Chief Executive's
statement and disclosed in note 5.
Internally, management uses a variety of non-financial KPIs as follows: in respect of the food
manufacturing sector order intake, manufacturing output and sales are monitored weekly and reported monthly; in the automotive
consulting segment staff utilisation, amounts billed to clients and cash collected are closely monitored; order intake is
monitored monthly in respect of the security solutions segment.
Risk factors
The Company and Group face a number of specific business risks that could affect the Company's
or Group's success. The Company and 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. Also, in the automotive consulting and food manufacturing segments, there is a dependency on a small
number of customers and a reduction in the volume or range of products or services supplied to those customers or the loss of any
one of them could impact the Group materially.
These risks are managed by the Board in conjunction with the management of the Group's
businesses.
More information on the Group's financial risks is disclosed in note 17.
Directors' interests
The Directors' interests in the share capital of the Company at 31 December are disclosed
below:
|
Number of
Ordinary
Shares
31 December
2015
|
% of Total Voting Rights
31 December
2015
|
Number of
Ordinary
Shares
31 December
2014
|
% of Total Voting Rights
31 December
2014
|
|
|
|
|
|
David Buchler
|
129,893
|
3.18%
|
129,893
|
3.13%
|
Jonathan Lander
|
1,023,677
|
25.05%
|
1,023,677
|
24.69%
|
Nick Lander
|
548,277
|
13.42%
|
548,277
|
13.22%
|
No director held any share options at 31 December 2015 or 2014.
No changes in directors' shareholdings (or options) occurred between 31 December and the date of
this announcement.
Nick Lander
Chief Financial & Operating Officer
26 May 2016
Consolidated income statement
|
|
|
|
|
|
Note
|
|
2015
|
2014
|
|
|
|
£'000
|
£'000
(re-presented)
|
Continuing operations
|
|
|
|
|
Revenue
|
5
|
|
27,864
|
12,387
|
Cost of sales
|
|
|
(21,540)
|
(10,031)
|
|
|
|
|
|
Gross profit
|
|
|
6,324
|
2,356
|
Distribution costs
|
|
|
(893)
|
(713)
|
Administrative expenses:
|
|
|
|
|
- Before amortisation and share based payments
|
|
|
(4,469)
|
(1,398)
|
- Amortisation
- Share based payments
|
11
24
|
|
(89)
-
|
-
-
|
Administrative expenses
|
|
|
(4,558)
|
(1,398)
|
|
|
|
|
|
Operating profit
|
2
|
|
873
|
245
|
|
|
|
|
|
Investment revenues
|
7
|
|
163
|
65
|
Other gains and losses
|
7
|
|
429
|
142
|
Finance expense
|
7
|
|
(172)
|
(156)
|
Finance income
|
7
|
|
50
|
50
|
Exceptional items
|
16
|
|
-
|
852
|
|
|
|
|
|
Profit before tax
|
|
|
1,343
|
1,198
|
Income tax expense
|
8
|
|
(335)
|
-
|
|
|
|
|
|
Profit for the year from continuing operations
|
|
|
1,008
|
1,198
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
Profit for the year from discontinued operations after tax
|
6
|
|
5,667
|
273
|
|
|
|
|
|
Profit for the year
|
|
|
6,675
|
1,471
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
- Equity holders of the parent
|
|
|
6,499
|
1,069
|
- Non-controlling interests
|
|
|
176
|
402
|
|
|
|
|
|
|
|
|
6,675
|
1,471
|
|
|
|
|
|
Earnings per share
|
9
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
- Basic
|
|
|
20.3p
|
19.1p
|
- Diluted
|
|
|
20.3p
|
19.1p
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
- Basic
|
|
|
138.5p
|
6.5p
|
- Diluted
|
|
|
138.5p
|
6.5p
|
|
|
|
|
|
Total
|
|
|
|
|
- Basic
|
|
|
158.8p
|
25.6p
|
- Diluted
|
|
|
158.8p
|
25.6p
|
|
|
|
|
|
Consolidated statement of comprehensive income
|
|
|
2015
|
2014
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Profit for the year
|
|
|
6,675
|
1,471
|
|
|
|
|
|
Other comprehensive income (items that will be reclassified to profit or loss)
|
|
|
|
|
Fair value gains and losses on available for sale financial assets
|
|
|
|
|
- current period gains/(losses)
- reclassified to profit and loss
|
|
|
(611)
(318)
|
89
(34)
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
(929)
|
55
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
5,746
|
1,526
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
- Equity holders of the parent
|
|
|
5,570
|
1,124
|
- Non-controlling interests
|
|
|
176
|
402
|
|
|
|
|
|
|
|
|
5,746
|
1,526
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity
|
Share
capital
£'000
|
Share
premium
£'000
|
Revaluation reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
Non-controlling interests £'000
|
Total
£'000
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
Other comprehensive income
|
-
|
-
|
89
|
-
|
89
|
-
|
89
|
|
|
|
|
|
|
|
|
Transfer to profit and loss on disposal
|
-
|
-
|
(34)
|
-
|
(34)
|
-
|
(34)
|
Profit for the year
|
-
|
-
|
-
|
1,069
|
1,069
|
402
|
1,471
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
-
|
-
|
55
|
1,069
|
1,124
|
402
|
1,526
|
Balance at 1 January
|
50
|
3,640
|
257
|
13,094
|
17,041
|
542
|
17,583
|
|
|
|
|
|
|
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
Increase in non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
197
|
197
|
|
|
|
|
|
|
|
|
Purchase of own shares
|
-
|
-
|
-
|
(307)
|
(307)
|
-
|
(307)
|
|
|
|
|
|
|
|
|
Total transactions with owners
|
-
|
-
|
-
|
(307)
|
(307)
|
197
|
(110)
|
|
|
|
|
|
|
|
|
Balance at 31 December
|
50
|
3,640
|
312
|
13,856
|
17,858
|
1,141
|
18,999
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
Other comprehensive income
|
-
|
-
|
(611)
|
-
|
(611)
|
-
|
(611)
|
|
|
|
|
|
|
|
|
Transfer to profit and loss on disposal
|
-
|
-
|
(318)
|
-
|
(318)
|
-
|
(318)
|
Profit for the year
|
-
|
-
|
-
|
6,499
|
6,499
|
176
|
6,675
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
-
|
-
|
(929)
|
6,499
|
5,570
|
176
|
5,746
|
Balance at 1 January
|
50
|
3,640
|
312
|
13,856
|
17,858
|
1,141
|
18,999
|
|
|
|
|
|
|
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
Decrease in non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
(271)
|
(271)
|
|
|
|
|
|
|
|
|
Purchase of own shares
|
-
|
-
|
-
|
(180)
|
(180)
|
-
|
(180)
|
|
|
|
|
|
|
|
|
Total transactions with owners
|
-
|
-
|
-
|
(180)
|
(180)
|
(271)
|
(451)
|
|
|
|
|
|
|
|
|
Balance at 31 December
|
50
|
3,640
|
(617)
|
20,175
|
23,248
|
1,046
|
24,294
|
|
|
|
|
|
|
|
|
Consolidated statement of financial position
|
|
|
2015
|
2014
|
|
Note
|
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Goodwill
|
11
|
|
380
|
-
|
Other intangible assets
|
11
|
|
71
|
-
|
Property, plant and equipment
|
12
|
|
5,773
|
5,361
|
Deferred tax asset
|
19
|
|
-
|
-
|
|
|
|
|
|
Total non-current assets
|
|
|
6,224
|
5,361
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
13
|
|
1,106
|
937
|
Trade and other receivables
|
15
|
|
8,073
|
6,610
|
Cash and cash equivalents
|
|
|
11,967
|
12,215
|
Available for sale investments
|
14
|
|
4,313
|
921
|
|
|
|
|
|
Total current assets
|
|
|
25,459
|
20,683
|
|
|
|
|
|
Total assets
|
|
|
31,683
|
26,044
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Loans and other borrowings
|
18
|
|
(787)
|
(1,999)
|
Finance leases
|
18
|
|
(104)
|
(159)
|
Trade and other payables
|
16
|
|
(4,058)
|
(4,066)
|
|
|
|
|
|
Total current liabilities
|
|
|
(4,949)
|
(6,224)
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Loans and other borrowings
|
18
|
|
(1,541)
|
(821)
|
Finance leases
|
18
|
|
(450)
|
-
|
Trade and other payables
|
16
|
|
-
|
-
|
|
|
|
|
|
Total non-current liabilities
|
|
|
(1,991)
|
(821)
|
|
|
|
|
|
Total liabilities
Provisions - deferred tax
|
19
|
|
(6,940)
(335)
|
(7,045)
-
|
Provisions - lease incentive
|
|
|
(114)
|
-
|
|
|
|
|
|
Net assets
|
|
|
24,294
|
18,999
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
20
|
|
50
|
50
|
Share premium account
|
21
|
|
3,640
|
3,640
|
Revaluation reserve
|
21
|
|
(617)
|
312
|
Retained earnings
|
|
|
20,175
|
13,856
|
|
|
|
|
|
Capital and reserves attributable to equity holders of the Company
|
|
|
23,248
|
17,858
|
Non-controlling interests
|
27
|
|
1,046
|
1,141
|
|
|
|
|
|
Total equity
|
|
|
24,294
|
18,999
|
|
|
|
|
|
Consolidated statement of cash flows
|
|
2015
|
2015
|
2014
|
2014
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Profit for the year from continuing operations
|
|
|
1,008
|
|
1,198
|
Adjustments for:
|
|
|
|
|
|
Investment revenues
|
7
|
(163)
|
|
(65)
|
|
Other gains and losses
|
7
|
(429)
|
|
(142)
|
|
Finance expense
|
7
|
172
|
|
156
|
|
Finance income
|
7
|
(50)
|
|
(50)
|
|
Depreciation
|
12
|
370
|
|
334
|
|
Amortisation of intangible assets
|
11
|
89
|
|
-
|
|
Foreign exchange differences
|
|
14
|
|
-
|
|
Loss on disposal of property, plant and equipment
Income tax expense
|
|
12
335
|
|
-
-
|
|
|
|
|
|
|
|
|
|
|
350
|
|
233
|
|
|
|
|
|
|
Operating cash flows before movements in working capital
|
|
|
1,358
|
|
1,431
|
|
|
|
|
|
|
Increase in trade and other receivables
|
|
|
(1,015)
|
|
(1,128)
|
Increase/(decrease) in trade and other payables
|
|
|
166
|
|
(608)
|
Increase in inventories
|
|
|
(169)
|
|
(249)
|
|
|
|
|
|
|
Cash generated from continuing operations
|
|
|
340
|
|
(554)
|
|
|
|
|
|
|
Net cash generated from discontinued operations
|
|
|
652
|
|
880
|
|
|
|
|
|
|
Net cash generated from operations
|
|
|
992
|
|
326
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
Proceeds from sale of discontinued operations net of cash sold
|
6
|
4,860
|
|
-
|
|
Acquisition of business
|
22
|
(1,013)
|
|
-
|
|
Purchase of available for sale investments
|
|
(8,733)
|
|
(3,732)
|
|
Income from available for sale investments
|
|
163
|
|
65
|
|
Disposal of available for sale investments
|
|
4,840
|
|
3,997
|
|
Purchase of property, plant and equipment
|
12
|
(955)
|
|
(245)
|
|
Disposal of property, plant and equipment
|
|
4
|
|
-
|
|
Interest received
|
7
|
50
|
|
50
|
|
|
|
|
|
|
|
Net cash (used by)/generated from investing activities
|
|
|
(784)
|
|
135
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
Interest paid
|
|
(172)
|
|
(156)
|
|
Purchase of own shares (treasury shares)
|
20
|
(180)
|
|
(307)
|
|
Net (repayment of)/increase in borrowings
|
|
(104)
|
|
937
|
|
|
|
|
|
|
|
Net cash (used by)/generated from financing activities
|
|
|
(456)
|
|
474
|
|
|
|
|
|
|
Net (decrease)/increase in cash
|
|
|
(248)
|
|
935
|
Cash at beginning of year
|
|
|
12,215
|
|
11,280
|
|
|
|
|
|
|
Cash at end of year
|
|
|
11,967
|
|
12,215
|
|
|
|
|
|
|
Notes forming part of the preliminary announcement
The financial information set out above, which was approved by the Board on 26 May 2016, is derived
from the full Group accounts for the year ended 31 December 2015 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 2015,
will be delivered to the Registrar of Companies in due course.
Copies of the Company's Annual Report and Financial Statements are expected to be sent to
shareholders on 1 June 2016 and will be available from the Company's registered office, Warnford Court, 29 Throgmorton
Street, London, EC2N 2AT 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 Strategic Report. In addition, note 17 to the financial statements
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 its 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. All subsidiaries have a reporting date of 31 December.
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.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's
profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of
subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership
interests.
Business combinations
The Group applies the acquisition method of accounting for 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 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 the fair value of consideration transferred, the recognised amount of any non-controlling interest in
the acquiree and the 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 profit or loss 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 and is reviewed annually for impairment.
Other intangible assets
All other intangible assets are accounted for using the cost model whereby capitalised costs are
amortised on a straight-line basis as set out below over their estimated useful lives, which are considered finite.
Registered design rights are amortised over the life of the registration. Residual values and useful lives are reviewed at each
reporting date and they are subject to impairment testing where indicators of impairment are present.
Intellectual property
rights
- 10% straight line
Software
- 33% straight line
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.
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 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.
Revenue from consulting services is recognised when the services are provided by reference to the
contract's stage of completion at the reporting date. When the outcome can be assessed reliably, contract revenue and associated
costs are recognised by reference to the stage of completion of the contract activity at the reporting date. When the outcome of
a contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs that have been incurred and
are recoverable. Contract costs are recognised in the period in which they are incurred.
If it is probable that total contract costs will exceed total contract revenue, the expected loss
is recognised immediately in profit or loss.
The gross amount due from customers for contract work is presented within trade and other
receivables for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds
progress billings. The gross amount due to customers for contract work is presented within other liabilities for all contracts in
progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).
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 presented 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 primarily 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 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 net 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 property, plant and equipment are stated at cost less accumulated depreciation and any
recognised impairment loss. Freehold property is revalued on a periodic basis. 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
-
4%-33% per annum
Investments
Investments are recognised and derecognised on a trade date where a purchase or sale of an
investment is under a contract whose terms require delivery of the investment within the timeframe established by the market
concerned, and are initially measured at fair value, including transaction costs. Available for sale current asset
investments are carried at fair value with adjustments recognised in other comprehensive income.
Investment income
Income from investments is included in the income statement at the point the Group becomes
legally entitled to it. Interest income and expenses are reported on an accruals basis using the effective interest
method.
Impairment of property, plant and equipment and intangible assets (including goodwill)
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 (or 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 (or
cash-generating unit) is increased to the revised estimate of its recoverable amount, but only 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
(or 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.
Share-based payments
The Group issues equity-settled share-based payments to certain directors and 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.
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.
In determining the Group's share-based payment charge in 2014 arising in respect of the shares
issued to non-controlling interests (as set out in note 24), the Group evaluated the enterprise value of JMP (in 2015 treated as
a discontinued business). This evaluation considered the range of possible earnings multiples that could apply on an exit
to a business such as JMP, the rights attaching to the shares issued, the proportion of the resulting equity participation and
the existence of a single large shareholder with significant influence.
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 processes 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 (FVTPL): 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 and subsequently carried at amortised cost using the effective interest
method less any provision for impairment. Receivables are considered for impairment when there is a risk of counterparty
default.
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 directly in equity (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.
Impairment: All financial assets except those at FVTPL are reviewed for
impairment at each reporting date to identify whether there is any objective evidence that a financial asset or group of assets
is impaired. Different methods are used to determine impairment as described above.
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:
FVTPL: 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
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.
Invoice discounting
The Group uses an invoice discounting facility and retains all significant benefits and risks
relating to the relevant trade receivables. The gross amounts of the receivables are included within assets and a
corresponding liability in respect of proceeds received from the facility is included within liabilities. The interest and
charges are recognised as they accrue and are included in the income statement with other interest charges.
Significant management 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.
Significant management judgements
The judgements 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 are reflected in other comprehensive income.
Significant estimates
Information about estimates and assumptions that have the most significant effect on recognition
and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially
different.
Revenue recognition
Due to the nature of some services provided by certain of the Group's businesses the
recoverability of receivables can be subject to management estimates. Whilst the Group has a thorough process for reviewing
the requirement for receivables and credit note provisions, this area is inherently subjective.
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date,
based on the expected utility of the assets. Uncertainties in these estimates relate to technical obsolescence that may change
the utility of certain equipment used in the production of food.
Inventories
Management estimates the net realisable values of inventories, taking into account the most
reliable evidence available at each reporting date. The future realisation of these inventories may be affected by market-driven
changes that may reduce future selling prices.
Consolidation
Management have concluded that is not appropriate to utilise the exemption from consolidation
available to investment entities under IFRS10. Accordingly the consolidation includes all entities which the Company
controls.
Business combinations
Management uses valuation techniques in determining the fair values of the various elements of a
business combination (see note 22).
Fair value measurement
Management uses valuation techniques to determine the fair value of financial instruments (where
active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent
with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible
but this is not always available. In that case management uses the best information available. Estimated fair values may vary
from the actual prices that would be achieved in an arm's length transaction at the reporting date.
New standards and interpretations - in issue but not yet effective
At the date of authorisation of these financial statements, certain new standards, and amendments
to existing standards have been published by the IASB that are not yet effective, and have not been adopted early by the Group.
Information on those expected to be relevant to the Group's financial statements is provided below.
Management anticipates that all relevant pronouncements will be adopted in the Group's accounting
policies for the first period beginning after the effective date of the pronouncement. New standards, interpretations and
amendments not either adopted or listed below are not expected to have a material impact on the Group's financial
statements.
IFRS 9 'Financial Instruments' (2015)
The IASB recently released IFRS 9 'Financial Instruments' (2015), representing the completion of
its project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. The new standard introduces extensive changes
to IAS 39's guidance on the classification and measurement of financial assets and introduces a new 'expected credit loss' model
for the impairment of financial assets. IFRS 9 also provides new guidance on the application of hedge accounting.
IFRS 9 is effective for reporting periods beginning on or after 1 January 2018. The Group's
management have not yet assessed the impact of IFRS 9 on the consolidated financial statements.
IFRS 15 'Revenue from Contracts with Customers'
IFRS 15 presents new requirements for the recognition of revenue, replacing IAS 18 'Revenue', IAS
11 'Construction Contracts', and several revenue-related Interpretations. The new standard establishes a control-based revenue
recognition model and provides additional guidance in many areas not covered in detail under existing IFRSs, including how to
account for arrangements with multiple performance obligations, variable pricing, customer refund rights, supplier repurchase
options, and other common complexities.
IFRS 15 is effective for reporting periods beginning on or after 1 January 2017. The Group's
management have not yet assessed the impact of IFRS 15 on the consolidated financial statements.
2 Operating profit
Operating profit is stated after charging/(crediting):
|
2015
£'000
|
2014
£'000
(re-presented)
|
|
|
|
|
|
|
Staff costs
|
10,321
|
2,106
|
Depreciation of property, plant and equipment:
|
|
|
- owned assets
|
370
|
334
|
|
|
|
Amortisation of intangible assets
|
89
|
-
|
Operating lease expense
|
207
|
7
|
|
|
|
Audit fees
|
65
|
38
|
|
|
|
The analysis of audit fees is as follows:
|
|
|
- for the audit of the Company's annual accounts
|
19
|
15
|
- for the audit of the Company's subsidiaries' accounts
|
46
|
23
|
|
|
|
|
65
|
38
|
|
|
|
3 Staff costs
Staff costs comprise:
|
2015
£'000
|
2014
£'000
(re-presented)
|
|
|
|
Wages and
salaries
|
9,036
|
1,919
|
Employer's National Insurance contributions
|
905
|
151
|
Defined contribution pension cost
|
380
|
36
|
|
|
|
|
10,321
|
2,106
|
|
|
|
The average number of employees (including Directors) in the Group was as follows:
|
2015
Number
|
2014
Number
(re-presented)
|
|
|
|
Engineering and production
|
266
|
76
|
Sales and marketing
|
11
|
8
|
Administration and management
|
40
|
18
|
|
|
|
|
317
|
102
|
|
|
|
4 Directors' remuneration
The remuneration of the directors was as follows:
|
Salaries & fees
2015
£'000
|
Other
benefits
2015
£'000
|
Total
2015
£'000
|
|
|
|
|
David Buchler
|
58
|
-
|
58
|
Jonathan Lander
|
11
|
-
|
11
|
Nick Lander
|
11
|
1
|
12
|
|
|
|
|
|
80
|
1
|
81
|
|
|
|
|
|
Salaries & fees
2014
£'000
|
Other
benefits
2014
£'000
|
Total
2014
£'000
|
|
|
|
|
David Buchler
|
30
|
-
|
30
|
Jonathan Lander
|
11
|
-
|
11
|
Nick Lander
|
11
|
1
|
12
|
|
|
|
|
|
52
|
1
|
53
|
|
|
|
|
The services of Jonathan Lander and Nick Lander are provided under the terms of a Service Agreement
with D2L Partners LLP. The amount due under these agreements, which is in addition to the amounts disclosed above, for the
year amounted to £1,128,000 (2014: £551,000). The amount paid to David Buchler in the year was paid to a third party on an
invoice basis. The increase in directors' remuneration reflects the performance of the Group for the year.
None of the directors were members of the Group's defined contribution pension plan in
the year (2014: none).
5 Operating segments
Analysis by business segment:
|
Automotive consulting
2015
£'000
|
Security solutions
2015
£'000
|
Investing and management services
2015
£'000
|
Food manufacturing
2015
£'000
|
Total continuing
2015
£'000
|
Discontinued
2015
£'000
|
Total
2015
£'000
|
Revenue
|
12,077
|
311
|
-
|
15,476
|
27,864
|
12,823
|
40,687
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax(1)
|
583
|
118
|
(946)
|
1,588
|
1,343
|
5,667(2)
|
7,010
|
|
|
|
|
|
|
|
|
|
Automotive consulting
2014
£'000
|
Security solutions
2014
£'000
|
Investing and management services
2014
£'000
|
Food manufacturing
2014
£'000
|
Total continuing
2014
£'000
|
Discontinued
2014
£'000
|
Total
2014
£'000
|
|
|
|
|
|
|
|
|
Revenue
|
-
|
253
|
-
|
12,134
|
12,387
|
11,761
|
24,148
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax(1)
|
-
|
81
|
(534)
|
1,651(3)
|
1,198
|
273
|
1,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive consulting
2015
£'000
|
Security solutions
2015
£'000
|
Investing and management services
2015
£'000
|
Food manufacturing
2015
£'000
|
Total continuing
2015
£'000
|
Discontinued
2015
£'000
|
Total
2015
£'000
|
|
|
|
|
|
|
|
|
Assets
|
5,095
|
148
|
16,277
|
10,163
|
31,683
|
-
|
31,683
|
Liabilities/provisions
|
(2,600)
|
(163)
|
(339)
|
(4,287)
|
(7,389)
|
-
|
(7,389)
|
|
|
|
|
|
|
|
|
Net assets(4)
|
2,495
|
(15)
|
15,938
|
5,876
|
24,294
|
-
|
24,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive consulting
2014
£'000
|
Security solutions
2014
£'000
|
Investing and management services
2014
£'000
|
Food manufacturing
2014
£'000
|
Total continuing
2014
£'000
|
Discontinued
2014
£'000
|
Total
2014
£'000
|
|
|
|
|
|
|
|
|
Assets
|
-
|
33
|
11,932
|
9,553
|
21,518
|
4,526
|
26,044
|
Liabilities/provisions
|
-
|
(166)
|
(256)
|
(3,806)
|
(4,228)
|
(2,817)
|
(7,045)
|
|
|
|
|
|
|
|
|
Net assets(4)
|
-
|
(133)
|
11,676
|
5,747
|
17,290
|
1,709
|
18,999
|
|
|
|
|
|
|
|
|
(1) stated before intra-group management and interest charges
(2) discontinued segment result stated after tax
(3) stated after an exceptional credit of £852,000
(4) assets and liabilities stated excluding intra-group balances
|
|
|
|
|
|
Automotive consulting
2015
£'000
|
Security solutions
2015
£'000
|
Investing and management services
2015
£'000
|
Food manufacturing
2015
£'000
|
Total continuing
2015
£'000
|
Discontinued
2015
£'000
|
Total
2015
£'000
|
Capital spend
|
25
|
1
|
1
|
821
|
848
|
108
|
956
|
Depreciation
|
26
|
-
|
1
|
343
|
370
|
91
|
461
|
Amortisation/
impairment
|
89
|
-
|
-
|
-
|
89
|
-
|
89
|
Interest income (non-Group)
|
-
|
-
|
50
|
-
|
50
|
-
|
50
|
Interest expense (non-Group)
|
38
|
-
|
-
|
134
|
172
|
-
|
172
|
Tax expense
|
58
|
-
|
-
|
277
|
335
|
250(5)
|
585
|
|
|
|
|
|
|
|
|
|
Automotive consulting
2014
£'000
|
Security solutions
2014
£'000
|
Investing and management services
2014
£'000
|
Food manufacturing
2014
£'000
|
Total continuing
2014
£'000
|
Discontinued
2014
£'000
|
Total
2014
£'000
|
Capital spend
|
-
|
-
|
-
|
82
|
82
|
163
|
245
|
Depreciation
|
-
|
1
|
7
|
326
|
334
|
82
|
416
|
Amortisation/
impairment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Interest income (non-Group)
|
-
|
-
|
50
|
-
|
50
|
-
|
50
|
Interest expense (non-Group)
|
-
|
-
|
-
|
156
|
156
|
-
|
156
|
Tax expense
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
(5) included in profit from discontinued operations after tax
Geographical analysis:
|
External revenue by
location of customers
|
Non-current assets by
location of assets
|
|
2015
|
2014
|
2015
|
2014
|
|
£'000
|
£'000
(re-presented)
|
£'000
|
£'000
|
|
|
|
|
|
UK
|
25,039
|
11,937
|
6,224
|
5,361
|
Rest of Europe
|
1,761
|
446
|
-
|
-
|
Other
|
1,064
|
4
|
-
|
-
|
|
|
|
|
|
|
27,864
|
12,387
|
6,224
|
5,361
|
|
|
|
|
|
The Group had 2 (2014: 3) customers that individually accounted for in excess of 10% of
the Group's continuing revenues as follows:
|
|
2015
£'000
|
2014
£'000
|
|
|
|
First customer
|
5,501
|
3,210
|
Second customer
|
3,672
|
2,775
|
Third customer
|
-
|
2,659
|
|
|
|
6 Discontinued operations
The Group's stake in JMP Consultants Limited ("JMP"), which formed the Group's transport planning
and engineering segment, was sold on 18 December 2015 for cash consideration of £8,506,000, of which the Group's share was
£6,477,000.
In accordance with IFRS 5 the total profits relating to discontinued activities for the year are
presented on a single line on the income statement, and are analysed
below:
|
2015
£'000
|
2014
£'000
|
|
|
|
Revenue
|
12,823
|
11,761
|
Cost of sales
|
(6,817)
|
(6,387)
|
Administrative expenses
Interest
Income tax expense
|
(4,898)
(11)
(250)
|
(4,924)
-
-
|
|
|
|
Profits for the period to disposal/year
|
847
|
450
|
Non-controlling interests' share of losses in period to disposal
|
(190)
|
-
|
|
|
|
Group share of profits
Profit on disposal (see below)
|
657
5,010
|
450
-
|
|
|
|
Profit on discontinued operations - JMP Consultants Limited
Loss on discontinued operations - Interactive Prospect Management
Limited(1)
|
5,667
-
|
450
(177)
|
|
|
|
Total profit on discontinued operations
|
5,667
|
273
|
Note 1:additional costs recognised in 2014 in respect of disposal in 2013.
The net assets disposed, and resulting profit on sale is analysed below:
|
|
|
|
2015
£'000
|
|
Property, plant and equipment
|
248
|
|
Work in progress
|
1,698
|
|
Receivables
Cash and cash equivalents
Income tax expense
|
2,404
833
(3,256)
|
|
|
|
|
Net assets at date of disposal
|
1,927
|
|
Non-controlling interests' share of net assets at date of disposal
|
(460)
|
|
|
|
|
Group share of net assets at date of disposal
Profit on disposal
|
1,467
5,010
|
|
|
|
|
Consideration
|
6,477
|
|
The consideration receivable is analysed as follows:
|
|
|
|
|
|
Received on date of disposal
|
5,693
|
|
Receivable following determination of net assets at disposal (included in other receivables
at year-end)
|
385
|
|
Receivable one year after disposal (included in other receivables at year-end)
|
399
|
|
|
|
|
Total consideration receivable
|
6,477
|
|
The cash flows associated with the disposal are as follows:
|
|
|
Cash received on date of disposal
|
5,693
|
Cash disposed
|
(833)
|
|
|
Net cash flows on disposal
|
4,860
|
|
|
7 Investment revenues, other gains and losses and finance income and
expense
|
2015
|
2014
|
|
£'000
|
£'000
|
|
|
|
Investment revenues
|
163
|
65
|
|
|
|
Other gains and losses
|
429
|
142
|
|
|
|
Finance income
|
|
|
Bank interest receivable
|
50
|
50
|
|
|
|
Finance expense
|
|
|
Bank interest
|
(86)
|
(64)
|
Finance lease interest
|
7
|
(15)
|
Other interest and finance charges
|
(93)
|
(77)
|
|
|
|
|
(172)
|
(156)
|
|
|
|
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
|
|
|
2015
|
2014
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Current tax expense
|
|
|
-
|
-
|
Deferred tax expense recognised in income statement
|
|
|
335
|
-
|
|
|
|
|
|
Total tax expense recognised in income statement
|
|
|
335
|
-
|
Tax recognised directly in equity
|
|
|
-
|
-
|
|
|
|
|
|
Total tax recognised (continuing operations)
|
|
|
335
|
-
|
|
|
|
|
|
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:
|
2015
£'000
|
2014
£'000
(re-presented)
|
|
|
|
|
|
|
Profit before tax
|
1,343
|
1,471
|
|
|
|
Expected tax charge based on the prevailing rate of corporation tax in the UK of 20.25%
(2014: 21.5%)
|
272
|
316
|
Effects of:
Expenses not deductible for tax purposes
|
49
|
75
|
Income/gains not subject to tax
|
(33)
|
(197)
|
Depreciation for period (less than)/in excess of capital allowances
|
-
|
(16)
|
Short term timing differences
Unrecognised deferred tax assets
|
-
33
|
12
4
|
Utilisation of previously unrecognised losses
|
-
|
(194)
|
Effect of changes in rate of tax
|
(33)
|
-
|
Adjustments in respect of prior years
|
47
|
-
|
|
|
|
Total tax recognised (continuing operations)
|
335
|
-
|
|
|
|
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:
|
2015
£'000
|
2014
£'000
|
From continuing operations
From discontinued operations
|
832
5,667
|
796
273
|
|
|
|
Total
|
6,499
|
1,069
|
|
|
|
EEa
Weighted average number of shares for the purposes of earnings per share:
|
2015
No.
|
2014
No.
|
Weighted average number of ordinary shares in issue
|
4,091,547
|
4,175,676
|
Dilutive effect of potential ordinary shares
|
-
|
-
|
|
|
|
Weighted average number of ordinary shares for diluted EPS
|
4,091,547
|
4,175,676
|
|
|
|
There were no share options (or other dilutive instruments) in issue during the year or the
previous 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
|
Principal
Activity
|
Proportion of ownership interest in ordinary shares
|
Volvere Central Services Limited
|
England and Wales
|
Group support services
|
100%
|
NMT Group Limited
|
Scotland
|
Investment
|
98.6%
|
Sira Defence & Security Limited
Shire Foods Limited
|
England and Wales
England and Wales
|
Software publishing
Food manufacturing
|
100%
80%
|
Impetus Automotive Limited
Impetus Automotive Solutions Limited
|
England and Wales
England and Wales
|
Automotive consulting
Investment
|
100%*
100%
|
*as a subsidiary of Impetus Automotive Solutions Limited
11 Goodwill and other intangible
assets
|
Goodwill
£'000
|
Other intangible assets
£'000
|
Total
£'000
|
Cost
|
|
|
|
At 1 January 2014 and at 1 January
2015
|
-
|
441
|
441
|
Acquisitions
|
380
|
95
|
475
|
Additions
|
-
|
65
|
65
|
|
|
|
|
At 31 December 2015
|
380
|
601
|
981
|
|
|
|
|
Amortisation and impairment charges
|
|
|
|
At 1 January 2014 and at 1 January
2015
|
-
|
441
|
441
|
Amortisation and impairment charge for the year
|
-
|
89
|
89
|
|
|
|
|
At 31 December 2015
|
-
|
530
|
530
|
|
|
|
|
Net book value
At 31 December 2015
|
380
|
71
|
451
|
|
|
|
|
At 31 December 2014
|
-
|
-
|
-
|
|
|
|
|
Goodwill is that arising on the acquisition of Impetus Automotive Limited as outlined in note
22.
As required by IAS 38 goodwill is not amortised and is instead tested annually for impairment in
the year following acquisition.
Other intangible assets comprise a mix of intellectual property rights and software. The net
book value of internally-generated intangible assets was £71,000 (2014: nil).
12 Property, plant and
equipment
|
Short Leasehold
Property
£'000
|
Freehold
Property
£'000
|
Plant & Machinery
£'000
|
Total
£'000
|
Cost
|
|
|
|
|
At 1 January 2014
|
85
|
2,430
|
3,646
|
6,161
|
Additions
|
54
|
-
|
191
|
245
|
Disposals
|
(9)
|
-
|
(8)
|
(17)
|
|
|
|
|
|
At 31 December 2014 and 1 January 2015
|
130
|
2,430
|
3,829
|
6,389
|
Acquisitions
Additions
|
180
92
|
-
-
|
188
863
|
368
955
|
Disposals
|
-
|
-
|
(24)
|
(24)
|
Disposals - discontinued operations
|
(222)
|
-
|
(216)
|
(438)
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2015
|
180
|
2,430
|
4,640
|
7,250
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
At 1 January 2014
|
11
|
53
|
566
|
630
|
Disposals
|
(9)
|
-
|
(9)
|
(18)
|
Charge for the year
|
24
|
22
|
370
|
416
|
|
|
|
|
|
At 31 December 2014 and 1 January 2015
Acquisitions
Disposals
|
26
54
-
|
75
-
-
|
927
131
(8)
|
1,028
185
(8)
|
Disposals - discontinued operations
|
(52)
|
-
|
(138)
|
(190)
|
Charge for the year - including discontinued operations
|
35
|
20
|
407
|
462
|
|
|
|
|
|
At 31 December 2015
|
63
|
95
|
1,319
|
1,477
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
At 31 December 2015
|
117
|
2,335
|
3,321
|
5,773
|
|
|
|
|
|
At 31 December 2014
|
104
|
2,355
|
2,902
|
5,361
|
|
|
|
|
|
The net book value of property, plant and equipment held on finance leases was £695,000 (2014:
£501,000). Freehold property was subjected to an independent valuation on 15 April 2014. The valuation was
£2,450,000. The net book value of the revalued property is £2,335,000 (2014: £2,355,000) and its historical cost was
£1,964,200.
13 Inventories
|
2015
£'000
|
2014
£'000
|
Raw
materials
Finished products
|
360
746
|
378
559
|
|
|
|
|
1,106
|
937
|
|
|
|
14 Financial assets (current)
|
2015
£'000
|
2014
£'000
|
Available-for-sale investments
|
4,313
|
921
|
|
|
|
During the year the Group invested in equity funds pursuant to its treasury
management policies. At the year end the cost of these investments was £4,930,000 (2014:
£603,000).
15 Trade and other receivables
|
2015
£'000
|
2014
£'000
|
|
|
|
Trade receivables
|
6,400
|
5,151
|
Less: provision for impairment of trade receivables
|
(1)
|
(75)
|
|
|
|
Net trade receivables
|
6,399
|
5,076
|
Other receivables
|
1,166
|
119
|
Amounts recoverable on contracts
|
260
|
1,078
|
Prepayments and accrued income
|
248
|
337
|
|
|
|
|
8,073
|
6,610
|
|
|
|
The fair value of trade receivables approximates to carrying value at 31 December 2015 and
2014.
The Group is exposed to credit risk with respect to trade receivables due from its customers,
primarily in the automotive consulting 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 significant currency risk associated with trade receivables as the vast majority are
denominated in Sterling.
The ageing analysis of trade receivables is disclosed below:
|
2015
£'000
|
2014
£'000
|
|
|
|
Up to 3 months
|
6,206
|
5,057
|
3 to 6 months
|
190
|
64
|
6 to 12 months
|
4
|
27
|
Over 12 months
|
-
|
3
|
|
|
|
|
6,400
|
5,151
|
|
|
|
16 Trade and other payables
|
2015
£'000
|
2014
£'000
|
Current:
|
|
|
Trade payables
|
1,200
|
997
|
Other tax and social security
|
729
|
755
|
Other payables
|
84
|
655
|
Accruals
|
1,479
|
1,169
|
Deferred income
|
566
|
490
|
|
|
|
|
4,058
|
4,066
|
|
|
|
One of the Group's subsidiaries, Shire Foods Limited ("Shire"), entered into a company voluntary
arrangement ("CVA") in January 2012. Under the terms of the CVA Shire were to pay £350,000 over a maximum 3 year period in
satisfaction of unsecured liabilities of approximately £1,200,000.
During 2014 Shire made the final payments due under the CVA and, in so doing, was released from
all remaining liabilities that were subject to the CVA. The balances released totalled £852,000 and the associated credit
is shown separately in the income statement, under the caption "exceptional items".
The fair value of all other trade and other payables approximates to book value at 31 December 2015
and at 31 December 2014.
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:
|
2015
£'000
|
2014
£'000
|
|
|
|
No interest
|
4,313
|
-
|
Fixed interest
|
-
|
921
|
|
|
|
|
4,313
|
921
|
|
|
|
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, nor is
its exposure to foreign currency risk considered to be significant.
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 made in 2015 in equity funds, which
reflect 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.
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.
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 what the Group manages as capital is outlined below:
|
2015
£'000
|
2014
£'000
|
|
|
|
Total debt
|
2,882
|
2,979
|
Less cash and cash equivalents
|
(11,967)
|
(12,215)
|
|
|
|
Net debt/(funds)
|
(9,085)
|
(9,236)
|
|
|
|
Total equity (capital)
|
24,294
|
18,999
|
|
|
|
Net debt/(funds) to capital ratio
|
(37.4)%
|
(48.6)%
|
|
|
|
18 Financial assets and liabilities - numerical disclosures
Analysis of financial assets by category:
|
2015
£'000
|
2014
£'000
|
Available for sale investments
|
4,313
|
921
|
Loans and receivables
Cash and cash equivalents
|
7,825
11,967
|
6,273
12,215
|
|
|
|
Total financial assets
|
24,105
|
19,409
|
|
|
|
Fair values
The Directors consider the carrying values of all financial assets and liabilities to be a
reasonable approximation of their fair values. Investments held at fair value are all listed on a recognised market and
hence their valuation is not subject to significant judgement or uncertainty. Such investments are therefore considered to
fall under Level 1 in the IFRS 7 fair value hierarchy.
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:
|
2015
£'000
|
2014
£'000
|
Sterling
|
|
|
No fixed maturity
|
4,313
|
921
|
|
|
|
Maturity of financial liabilities
The maturity of borrowings (including finance leases) carried at amortised cost is as
follows:
|
2015
£'000
|
2014
£'000
|
|
|
|
Less than six months
|
770
|
2,072
|
Six months to one year
|
121
|
85
|
One to two years
|
198
|
103
|
Two to five years
|
641
|
164
|
More than five years
|
1,152
|
555
|
|
|
|
|
2,882
|
2,979
|
|
|
|
The above borrowings are analysed on the balance sheet as follows:
|
2015
£'000
|
2014
£'000
|
|
|
|
Loans and other borrowings (current)
|
787
|
1,999
|
Finance leases (current)
|
104
|
159
|
Loans and other borrowings (non-current)
|
1,541
|
821
|
Finance leases (non-current)
|
450
|
-
|
|
|
|
|
2,882
|
2,979
|
|
|
|
Borrowings are secured on certain assets of the Group, and interest was charged at rates of between
2.5% and 3.2% during the year.
The maturity of other financial liabilities, excluding loans and borrowings, carried at amortised
cost is as follows:
|
2015
£'000
|
2014
£'000
|
Less than six months
|
2,013
|
2,407
|
|
|
|
19 Deferred tax
Movements in deferred tax provisions are outlined below:
|
Accelerated tax depreciation
|
Other
timing differences
|
Losses
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
At 1 January 2015
|
(373)
|
22
|
351
|
-
|
Recognised during the year
|
(59)
|
(58)
|
(218)
|
(335)
|
|
|
|
|
|
At 31 December 2015
|
(432)
|
(36)
|
133
|
(335)
|
|
|
|
|
|
In addition, there are unrecognised net deferred tax assets as follows:
|
2015
£'000
|
2014
£'000
|
|
|
|
Tax losses carried forward
|
619
|
600
|
Excess of depreciation over capital allowances
|
5
|
7
|
Short term temporary differences
|
9
|
11
|
|
|
|
Net unrecognised deferred tax asset
|
633
|
618
|
|
|
|
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 elements of the deferred tax assets have not been recognised because there is
insufficient evidence that they will be recovered.
20 Share capital
|
Authorised
|
|
2015
Number
|
2015
£'000
|
2014
Number
|
2014
£'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
|
|
2015
Number
|
2015
£'000
|
2014
Number
|
2014
£'000
|
|
|
|
|
|
Ordinary shares of £0.0000001 each
|
6,207,074
|
-
|
6,207,074
|
-
|
Deferred shares of £0.00000001 each
|
4,999,994,534,696
|
50
|
4,999,994,534,696
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
50
|
|
50
|
|
|
|
|
|
Treasury shares
During the year the Company acquired 60,000 (2014: 114,000) of its own Ordinary shares for total
consideration of £180,000 (2014: £307,000). This brings the total number of Ordinary shares held in treasury to 2,121,116 (2014:
2,061,116) with an aggregate nominal value of less than £1.
Rights attaching to deferred shares
The Deferred shares carry no rights to participate in the profits or assets of the Company and
carry no voting rights.
21 Reserves
All movements on reserves are disclosed in the consolidated statement of changes in
equity.
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 short-term losses arising on the revaluation of the
Group's available for sale investments
|
|
|
Retained earnings
|
Cumulative net gains and losses recognised in the consolidated income statement
|
22 Business combinations
The Group acquired Impetus Automotive Limited (an automotive consultancy business) on 26 March 2015
for total consideration of £1.18 million comprising cash and the settlement of certain liabilities of IAL's parent
company.
The provisional fair values of assets and liabilities acquired and resulting goodwill are
summarised below:
|
Book value
£'000
|
Fair value adjustments
£'000
|
Fair values
£'000
|
|
|
|
|
Intangible assets
|
95
|
-
|
95
|
Property, plant and equipment
|
185
|
-
|
185
|
Cash and cash equivalents
|
234
|
-
|
234
|
Trade and other receivables
|
3,042
|
-
|
3,042
|
Trade and other payables (note (a))
|
(2,754)
|
-
|
(2,754)
|
|
|
|
|
Net assets acquired
|
802
|
-
|
802
|
|
|
|
|
Goodwill recognised
|
|
|
380
|
|
|
|
|
Consideration (settled in cash)
|
|
|
1,182
|
|
|
|
|
Note (a): the creditors of IAL noted above include the debt obligations held in another former
Impetus group company, which Volvere settled as part of the acquisition. The consideration of £1.18 million includes a
debt settlement of £1.08 million. Costs of undertaking the transaction amounting to £0.07 million have been charged to
the income statement as administrative expenses. It is not practicable, because of the changes in IAL's former group
structure and management, to disclose the revenue and profit or loss for the Group as if IAL had been acquired on 1 January
2015.
The cash flows associated with the acquisition are as follows:
|
Book value
£'000
|
|
|
Consideration (settled in cash)
|
1,182
|
Purchase of intellectual property
|
65
|
Cash acquired
|
(234)
|
|
|
Net cash outflow
|
1,013
|
|
|
Goodwill arose on the acquisition because of value inherent in the acquired business' staff and
reputation, neither of which are considered to be separately identifiable intangible assets under IFRS 3 (Revised).
The acquired business' revenue and profit for the period from acquisition to the balance sheet date
are disclosed in note 5 as the acquired business forms the entire Automotive Consulting segment.
23 Leases
Operating leases - lessee
The Group leases certain 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
2015
£'000
|
Other
2015
£'000
|
Land and buildings
2014
£'000
|
Other
2014
£'000
|
|
|
|
|
|
Not later than one year
|
170
|
108
|
127
|
-
|
Later than one year and not later than five years
|
658
|
51
|
670
|
-
|
Later than five years
|
543
|
-
|
14
|
-
|
|
|
|
|
|
|
1,371
|
159
|
811
|
-
|
|
|
|
|
|
24 Share-based payments
The Company has operated 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 vested 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. All options issued have now either lapsed
or been exercised, such that there are no options in issue as at 31 December 2015 (2014: nil).
Options in issue during the year are summarised below:
|
Weighted average exercise price
2015
|
Number
2015
|
Weighted average exercise price
2014
|
Number
2014
|
|
|
|
|
|
Outstanding at beginning of the year
|
-
|
-
|
187.5p
|
31,000
|
Granted during the year
|
-
|
-
|
-
|
-
|
Exercised during the year
|
-
|
-
|
-
|
-
|
Lapsed during the year
|
-
|
-
|
(187.5)p
|
(31,000)
|
|
|
|
|
|
Outstanding at the end of the year
|
N/A
|
-
|
N/A
|
-
|
|
|
|
|
|
All options in issue were fully vested prior to 1 January 2014, hence there is no share based
payment charge in 2015 or 2014, in respect of share options.
A share based payment charge of £158,000 was included in the income statement for 2014
(discontinued activities) in respect of shares issued in JMP Consultants Limited to certain management of that business.
In determining the Group's share-based payment charge arising in respect of the shares issued to
non-controlling interests (as set out in note 27), the Group evaluated the enterprise value of JMP. This evaluation
considered the range of possible earnings multiples that could apply on an exit to a business such as JMP, the rights attaching
to the shares issued, the proportion of the resulting equity participation and the existence of a single large shareholder with
significant influence.
25 Related party transactions
Details of amounts payable to Directors are disclosed in note 4. There were no other
transactions with key members of management, and 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.
27 Non-controlling interests
The non-controlling interests of £1,046,000 (2014: £1,141,000 ) relate to the net assets
attributable to the shares not held by the Group at 31 December 2015 in the following subsidiary undertakings:
Name of subsidiary undertaking
|
2015
£'000
|
2014
£'000
|
|
|
|
NMT Group Limited
|
74
|
75
|
JMP Consultants Limited
|
-
|
271
|
Shire Foods Limited
|
972
|
795
|
|
|
|
|
1,046
|
1,141
|
|
|
|
Summarised financial information (before intra-group eliminations) in respect of those subsidiaries
with material non-controlling interests is presented below.
|
JMP Consultants Limited
|
Shire Foods Limited
|
|
2014
£'000
|
|
2015
£'000
|
2014
£'000
|
Property, plant and equipment
Current assets
Non-current liabilities
Current liabilities
|
231
4,295
-
(3,444)
|
|
5,591
4,569
(1,988)
(3,023)
|
5,129
4,424
(822)
(4,748)
|
Provisions
|
-
|
|
(277)
|
-
|
|
|
|
|
|
Net assets (equity)
|
1,082
|
|
4,872
|
3,983
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Group
|
811
|
|
3,901
|
3,188
|
Non-controlling interests
|
271
|
|
971
|
795
|
|
|
|
|
|
|
1,082
|
|
4,872
|
3,983
|
|
|
|
|
|
Revenue
|
11,761
|
|
15,476
|
12,133
|
|
|
|
|
|
Profit for the year (stated after intra-group management
and interest charges)
|
293
|
|
888
|
1,651
|
|
|
|
|
|
Profit for the year attributable to non-controlling interests
|
73
|
|
177
|
330
|
|
|
|
|
|
28 Post balance sheet events
Following the end of the year, Impetus Automotive Limited ("IAL") issued shares to certain of its
management, which are subject to vesting conditions. Upon full vesting, the Group's share of IAL is expected to reduce to
approximately 79%. The financial effect will be to reduce the Group's participation in the results of IAL and its net
assets.
- ENDS -