10th Oct 2011 07:00
Savile Group plc
("Savile" or the "Group")
PRELIMINARY AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2011
Financial summary 2011
► Revenue £8.9m (2010: £8.2m)
► Loss before exceptional items and tax £0.29m (2010: Profit £0.5m)
► Loss after exceptional items and before tax £1.18m (2010: Profit £0.5m)
► No bank debt (2010: nil)
► Fully diluted loss per share at 7.26 pence (2010: 2.07 pence profit per share)
Jonathan Cohen, Executive Chairman of Savile, commented:
"The Group has faced another challenging year in 2010/11. Although the financial results are disappointing, the Fairplace Cedar and IDDAS businesses have made progress.
In the light of disappointing performance and a continued fall in the demand for career transition services, we undertook a detailed review of the business and its future strategy. As a result a significant restructuring was undertaken, combining the Fairplace and Cedar activities to create a more robust and focused business, operating from a lower cost base. In September we recruited a highly experienced Chief Executive for Fairplace Cedar in Penny de Valk to lead the business and its team.
I am delighted to announce that David Harrel agreed to join the board as the independent non executive Chairman of the Group before this year's Annual General Meeting.
I am also very pleased that Penny de Valk joined the board as CEO of Fairplace Cedar in September 2011. She brings a wealth of experience with her.
The Group now has two business units, Fairplace Cedar and IDDAS, offering different but complementary services with clear business and financial objectives. Although markets remain uncertain we are confident that each has the potential to grow and develop".
Enquiries to:
Savile Group plc | FinnCap |
Jonathan Cohen | Geoff Nash |
Chairman | Nomad |
Tel: 020 7204 6990 | Tel: 020 7600 1658 |
The Group has faced another challenging year in 2010/11. Although the financial results are disappointing, the Fairplace Cedar and IDDAS businesses have made progress.
Results for 2010/11
Group revenue for the year ended 30 June 2011 was £8.86m (2010: £8.2m). The pre tax loss before exceptional items was £290,000 (2010: £500,000 profit) and exceptional items of £891,000 have been charged for the period. As a result the Board does not propose to pay a dividend for the year (2010: 1.00 pence). A dividend of 1.0 pence per share was paid in November 2010 in relation to the previous financial year.
The Group continues to be debt free.
In the light of disappointing performance and a continued fall in the demand for career transition services, we undertook a detailed review of the business and its future strategy. As a result a significant restructuring was undertaken, combining the Fairplace and Cedar activities to create a more robust and focused business, operating from a lower cost base. In September we recruited a highly experienced Chief Executive for Fairplace Cedar in Penny de Valk to lead the business and its team.
7 Days Limited
In October 2010 we acquired 7 Days Limited and Louise Palmer joined the Board.
As a result of disappointing trading and its poor pipeline at the year end, an impairment charge of £220,000 was provided against the goodwill arising on acquisition.
In September 2011 Louise Palmer resigned and following a review of the business, the board concluded that it was not in the best interests of the Group to provide the projected working capital required by 7 Days Limited going forward. As a result, the board of 7 Days Limited resolved to appoint a liquidator.
This will result in the remaining goodwill and intangibles being written off in the 2011/12 financial year.
Further details are given in note 6.
Exceptional costs.
During the year the Group has expensed £891,000 as exceptional costs.
The restructuring of Fairplace and Cedar included £338,000 of mostly personnel costs.
Acquisition costs and the impairment of goodwill relating to 7 Days Limited resulted in a total charge of £473,000.
We have made a significant investment in establishing a public sector presence which was included in other debtors. We consider it is prudent in the current uncertain market to provide some £80,000 against this investment.
Board
I am delighted to announce that David Harrel has agreed to join the board as independent non executive Chairman of the Group before this year's Annual General Meeting.
David had a distinguished legal career as Senior Partner of SJ Berwin. He has since become Chairman of CPA Global, Senior Independent Director at Rathbone Brothers PLC and a non executive for a number of other companies. David will bring his considerable experience of building a successful professional firm, and his shrewd business skills, to the Group.
I am also very pleased that Penny de Valk joined the board as CEO of Fairplace Cedar in September 2011. She brings a wealth of experience with her.
During the year Michael Moran and Cindy Mahoney left the board. We wish them both well.
Staff
Our people remain the major asset of each business. I would like to thank all our staff for their understanding, support and hard work through a difficult and challenging year.
Outlook
The Group now has two business units, Fairplace Cedar and IDDAS, offering different but complementary services with clear business and financial objectives. Although markets remain uncertain we are confident that each has the potential to grow and develop.
Jonathan Cohen
Chairman
7 October 2011
Group statement of comprehensive income
for the year ended 30 June 2011
Notes | 2011 | 2010 | |
£'000 | £'000 | ||
Revenue | 8,856 | 8,200 | |
Other operating income | - | 105 | |
Operating expenses | (9,177) | (7,852) | |
Operating (loss)/profit before exceptional items | (321) | 453 | |
Exceptional items | 2 | (891) | - |
Operating (loss)/profit | (1,212) | 453 | |
Finance income | 30 | 52 | |
(Loss)/profit before taxation | (1,182) | 505 | |
Taxation | 4 | 26 | (162) |
(Loss)/profit and total comprehensive income for the year | (1,156) | 343 | |
(Loss)/earnings per share for profit from continuing operations and for profit for the year | Pence | Pence | |
Basic | 5 | (7.26) | 2.25 |
Diluted | 5 | (7.26) | 2.07 |
Group Balance Sheet
as at 30 June 2011
2011 | 2010 | ||
£'000 | £'000 | ||
Assets | |||
Non current assets: | |||
Property, plant and equipment | 369 | 360 | |
Intangible assets | 929 | 126 | |
1,298 | 486 | ||
Current assets: | |||
Inventories | 14 | 9 | |
Trade and other receivables | 2,701 | 1,940 | |
Cash and cash equivalents | 1,198 | 3,567 | |
3,913 | 5,516 | ||
Total assets | 5,211 | 6,002 | |
Liabilities: | |||
Current liabilities | |||
Trade and other payables | 2,148 | 1,842 | |
Non-current liabilities | |||
Deferred tax | 50 | - | |
Total liabilities | 2,198 | 1,842 | |
Net assets | 3,013 | 4,160 | |
Capital and reserves | |||
Share capital | 448 | 480 | |
Share premium account | 1,851 | 1,851 | |
Merger reserve | 329 | 194 | |
Capital redemption reserve | 800 | 753 | |
Own Shares - held for treasury | - | (377) | |
Retained earnings | (415) | 1,259 | |
Total equity | 3,013 | 4,160 | |
Statement of Changes in Equity
for the year ended 30 June 2011
Group | Share capital | Share premium account |
Merger reserve | Capital redemption reserve |
Retained earnings | Total equity |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 July 2009 | 440 | 395 | 194 | 726 | 1,148 | 2,903 |
Profit and total comprehensive income for the year | - | - | - | - | 343 | 343 |
Credit to equity for share-based payments | - | - | - | - | 14 | 14 |
Issue of shares | 67 | 1,456 | - | - | - | 1,523 |
Treasury shares | (27) | - | - | 27 | (446) | (446) |
Equity dividend paid | - | - | - | - | (177) | (177) |
At 30 June 2010 | 480 | 1,851 | 194 | 753 | 882 | 4,160 |
Loss and total comprehensive income for the year | - | - | - | - | (1,156) | (1,156) |
Credit to equity for share-based payments | - | - | - | - | 61 | 61 |
Issue of shares | 15 | - | 135 | - | - | 150 |
Treasury shares | (47) | - | - | 47 | (58) | (58) |
Equity dividend paid | - | - | - | - | (144) | (144) |
At 30 June 2011 | 448 | 1,851 | 329 | 800 | (415) | 3,013 |
Group Cash Flow Statement
for the year ended 30 June 2011
Notes | 2011 | 2010 |
| |||
£ | £ |
| ||||
Cash flow from operating activities
| ||||||
(Loss)/profit before tax | (1,182) | 505 |
| |||
|
| |||||
Amortisation and impairment of intangibles | 272 | 2 |
| |||
Depreciation | 118 | 114 |
| |||
Share-based payment charge | 61 | 14 |
| |||
Interest received | (30) | (52) |
| |||
421 | 78 |
| ||||
Changes in working capital: |
| |||||
(Increase)/decrease in inventories | (5) | 2 |
| |||
Decrease in trade and other receivables | 105 | 821 |
| |||
Decrease in trade and other payables | (172) | (800) |
| |||
(72) | 23 |
| ||||
| ||||||
Tax Paid | (202) | (530) |
| |||
Cash (used)/generated from operations | (1,035) | 76 |
| |||
Investing activities |
| |||||
Purchase of property, plant and equipment | (44) | (60) |
| |||
Acquisition of 7 Days Limited | 3 | (1,268) | - |
| ||
Interest received | 30 | 52 |
| |||
Net cash used from investing activities | (1,282) | (8) |
| |||
(2,317) | 68 |
| ||||
Financing activities |
| |||||
Purchase of own shares | (58) | (633) |
| |||
Equity dividend paid | (144) | (177) |
| |||
Issue of ordinary shares | 150 | 1,709 |
| |||
Net cash (used)/generated from financing activities | (52) | 899 |
| |||
| ||||||
Net (decrease)/increase in cash and cash equivalents | (2,369) | 967 |
| |||
| ||||||
Cash and cash equivalents at beginning of year | 3,567 | 2,600 |
| |||
| ||||||
Cash and cash equivalents at end of year | 1,198 | 3,567 |
| |||
Notes to the preliminary announcement
for the year ended 30 June 2011
1. Accounting policies
The financial information set out in these preliminary results does not constitute the company's statutory accounts for the years ended 30 June 2011 or 30 June 2010.
Statutory accounts for the year ended 30 June 2010 have been filed with the Registrar of Companies and those for the year ended 30 June 2011 will be delivered to the Registrar in due course; both have been reported on by the Independent Auditors. The independent auditors' reports on the Annual Report and accounts for the years ended 30 June 2010 and 30 June 2011 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The financial information in these preliminary results has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations adopted for use in the European Union (collectively Adopted IFRSs). The principal accounting policies adopted are set out below, they have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the statutory accounts for the years ended 30 June 2011.
Basis of consolidation
The financial information in these preliminary results consolidates the accounts of the Company and all its subsidiary undertakings drawn up to 30 June each year using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the income statement from the date on which control is obtained.
Business combinations that took place prior to 1July 2006 have not been restated.
Goodwill
Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued. For business combinations prior to 1 July 2009, any direct costs of acquisition were included as part of the cost of acquisition. Following IFRS 3 (revised) becoming effective, direct costs of acquisition are expensed.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the statement of comprehensive income.
From the date of transition to IFRS (1 July 2006) Savile Group plc discontinued the amortisation of goodwill and implemented annual impairment tests for goodwill. The current year accounts do not include comparatives for the transitional period.
Impairment of non-financial assets
Impairment tests on goodwill are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit (i.e. the lowest group of assets in which the asset belongs for which there are separately identifiable cash flows). Goodwill is allocated on initial recognition to each of the Group's cash-generating units that are expected to benefit from the synergies of the combination giving rise to the goodwill.
Impairment charges are included in the other operating expenses line item in the income statement. An impairment loss recognised for goodwill is not reversed. Previously recognised impairment losses on assets other than goodwill are reversed when there is an increase in the estimated service potential of an asset.
Financial assets and Liabilities
Financial assets and liabilities are recognised initially at their fair value and are subsequently measured at amortised cost. For trade receivables, trade payables and other short-term financial liabilities this generally equates to original transaction value.
Intangible assets
Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual or legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.
The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:
Intangible asset Useful economic life Valuation method
Brand value Between 5 and 20 years Estimated royalty stream if the rights were to be
licensed
Contracts 1 year Excess earnings
Customer relationships 2 years Excess earnings
The amortisation charge is included in 'other operating expenses' within the statement of comprehensive income.
Deferred shares
The Group assessed shares granted as part of the acquisition of 7 Days Limited by reference to guidance in IFRS 3. The costs are taken to the consolidated statement of comprehensive income by applying vesting periods on a daily basis over the period of the conditions attached to the shares. Shares contingent on continued employment are treated as share-based payments under IFRS 2 (the deferred shares). Shares not contingent are treated as part of the cost of acquisition.
2. Exceptional items
Exceptional items comprise three main elements; Costs incurred by the Group in reorganising the Fairplace and Cedar businesses, costs arising from the acquisition and impairment of 7 Days Limited and a provision made against the carrying value of an investment in public sector business, which whilst the Directors hope is fully recoverable, they believe it is appropriate to make a provision.
These items are highlighted in the consolidated statement of comprehensive income because separate disclosure is considered appropriate in understanding the underlying performance of the business.
2011 £'000 | 2010 £'000 | |
Reorganisation costs: | ||
Personnel | 293 | - |
Consultancy | 38 | - |
Legal | 7 | |
338 | ||
Costs relating to 7 Days Limited Impairment of Goodwill |
220 |
- |
Acquisition costs | ||
Remuneration costs relating to shares issued (note 3) | 211 | - |
Legal and professional | 42 | - |
473 | - | |
Provision against investment in Public Sector included in other debtors | 80 | - |
891 | - |
3. Acquisition
On 30 October 2010 the Group acquired 100% of the share capital of 7 Days Limited, a company which was engaged in the provision of organisational design and restructuring services. The consideration was satisfied by £1.29m in cash. The acquisition was made to broaden the range of the Group's services.
At the time of the acquisition Savile Group plc also issued 500,000 3 pence ordinary shares. The issue price consists of the nominal value of the ordinary shares of 3 pence and a share premium of 27 pence. A further 450,000 ordinary shares are due to be issued on the first anniversary of the acquisition date and then a further 450,000 ordinary shares are due to be issued on second anniversary of the acquisition date, both dependent on certain future conditions. The conditionality of the issue of these shares means they do not meet the criteria for acquisition consideration under IFRS 3.
Book value | Fair value adjustment | Fair value | |
£'000 | £'000 | £'000 | |
Non-current assets | |||
Brand | - | 73 | 73 |
Customer relationships | 98 | 98 | |
Contracts | - | 23 | 23 |
Fixtures and fittings | 84 | - | 84 |
84 | 194 | 278 | |
Current assets | |||
Trade receivables | 834 | - | 833 |
Cash | 22 | - | 22 |
856 | - | 856 | |
Current liabilities | |||
Trade and other payables | 683 | - | 683 |
Non- current liabilities | 42 | - | 42 |
Total liabilities | 725 | - | 725 |
Net assets acquired | 215 | 194 | 409 |
Goodwill on acquisition | 881 | ||
Purchase consideration | 1,290 | ||
The purchase consideration comprised: | |||
Cash | 1,290 |
The identification and fair value of the intangibles on acquisition are in accordance with the guidelines contained in IFRS 3.
The goodwill arose on acquisition as, apart from the net assets shown above, it was the people and contacts of 7 Days Limited which were taken over. The commercial justification of the consideration paid in excess of the net assets, was that to hire such a team in the open market to generate the potential earnings for the Group, with their contacts and reputation, as well as the synergies and cross selling opportunities, would equate to the value of the goodwill.
It is not possible for the Directors to quantify the effect of the acquisition on the Group revenue and profit had the acquisition been made on 1 July 2010. The contribution of 7 Days Limited to the results of the Group for the period between the date of acquisition and the year end was revenue of £1.7m and profit before tax and management charge of approximately £37,000.
7 Days Limited ceased trading in September 2011 with the resolution to appoint a liquidator (note 6).
4. Taxation
Current taxation has been provided for at 27.5% (2010: 28%).
5. Earnings per share | 2011 | 2010 | |||
£'000 | £'000 | ||||
Numerator | |||||
(Loss)/profit for the year | (1,156) | 343 | |||
Denominator | Number | Number | |||
Weighted average of shares used in basic EPS | 15,915,927 | 15,213,386 | |||
Effects of: | |||||
- Employee share options | - | 1,327,624 | |||
Weighted average of shares used in diluted EPS | 15,915,927 | 16,541,010 |
Employee share options of 14,859 were not included within the diluted EPS due to them being anti-dilutive.
6. Post balance sheet events
Fairplace Cedar Limited
As of 1 July 2011 the trade, assets and liabilities of Cedar TM Limited have been transferred to Fairplace Cedar Limited (formerly Fairplace Limited), which is a 100% subsidiary of Savile Group plc.
7 Days Limited
Following the resignation of Louise Palmer in September 2011 as a Director of the Company and as CEO of 7 Days Limited, which was unforeseen at the year end, the Group Board met to consider the impact of this on the future of 7 Days Limited, in light of its recent trading performance, which had been very disappointing and its prospects which remained uncertain. The Board considered various options, including injecting new capital and supporting the business under new leadership. However, given its financial position, prospects and potential future liabilities, the Board concluded that it was not in the best interests of the Group to provide the projected working capital required by 7 Days Limited going forward. As a result, the board of 7 Days Limited resolved to appoint a liquidator.
The Goodwill relating to the 7 Days cash generating unit, which had a carrying value at 30 June 2011 of £661,000, will be written off in the financial year ended 30 June 2012 as a discontinued activity of the Group. Additionally the intangible assets identified as part of the acquisition of 7 Days Limited, which had a net book value of £144,000 at 30 June 2011, will also be written off in the financial year ended 30 June 2012.
There is likely to be a credit for part of the share-based payment charge of £211,000 made in the year ended 30 June 2011 in the following financial year, but the financial effect of this cannot yet be quantified.
7. Annual General Meeting
The Annual General Meeting will be held at 10.30am Friday 18 November 2011 at the Company's offices 36 - 38 Cornhill, London EC3V 3PQ.
8. Report and Accounts
Copies of the Report and Accounts for the year ended 30 June 2011 will be sent to shareholders in due course. Further copies will be available from the Company's website at www.savile.com or at the Company's registered office at 36 - 38 Cornhill, London EC3V 3PQ.
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