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Final Results

7th Dec 2010 07:00

RNS Number : 4720X
Innovation Group PLC
07 December 2010
 



7 December 2010

 

The Innovation Group plc

 

("Innovation" or the "Group")

 

 

Preliminary Results for the year ended 30 September 2010

 

The Innovation Group plc, a global provider of business process outsourcing and software solutions to the insurance, fleet, automotive and property industries is pleased to report preliminary results for the year ended 30 September 2010 that are in line with market expectations.

 

 

Financial Highlights

 

FY 2010

 

FY 2009

 

 

Revenues

£162.1m

£155.9m

 

Adjusted profit before tax *

£9.8m

£11.3m

 

Loss before tax

(£1.7m)

(£19.8m)

 

Adjusted earnings per share

0.63p

1.05p

 

Loss per share

(0.58p)

(3.19p)

 

 

* Adjusted profit before tax is loss before tax after adding back amortisation on acquired intangible assets of £3.5m (2009: £4.1m), impairment of £0.4m (2009: £21.5m), share based payments credit of £0.9m (2009: charge £2.8m), exceptional costs of £8.5m (2009:£2.6m) and utilisation of pre-acquisition brought forward tax losses £nil (2009:£0.1m) as analysed on the face of the income statement.

 

Performance Indicators

 

FY 2010

 

FY 2009

 

Organic outsourcing revenue growth at reported exchange rates

13%

10%

Organic outsourcing revenue growth at constant currency *

9%

1%

 

Outsourcing revenues

87%

80%

 

Operating cash inflow

£7.7m

£8.3m

 

Net cash at period end

£28.8m

£11.7m

 

* Outsourcing revenues at constant currency are calculated by applying the 2010 average exchange rates to the 2009 revenues.

 

Operational Highlights

 

·; A year of transition with change programme now substantially complete

·; Business fundamentally restructured, de-layered and re-focused on the BPO opportunity

·; All regions operating profitably as of Q4 FY 2010

·; Enterprise implementation completed in France and Spain, continues on schedule in Germany

·; Increases in both Group and Outsourcing gross margin achieved, with Outsourcing now accounting for 87% of Group revenue

·; A leaner, more focused and better equipped Group stands ready to pursue growth in 2011 and beyond

 

Andrew Roberts, Chief Executive Officer of The Innovation Group commented:

 

"This has been a hard and challenging year but it has also proven to be a successful one for The Innovation Group. Our long term goal is to create a sustainable, profitable and technology-led outsourcing leader for the insurance sector. To make sure we achieve that goal, we have placed significant emphasis over the past twelve months on ensuring that the Group is 'fit for purpose.' Much of this has involved stripping back our operations, de-layering complex management structures and removing unnecessary cost. But there has also been investment, both in terms of key people and key technology. All of these transition efforts add up to a leaner, more focused and better equipped business as we start to pursue sustainable and profitable revenue growth in 2011 and beyond."

 

 

Enquiries:

 

The Innovation Group

Andrew Roberts, Chief Executive Officer

Jane Hall, Group Finance Director

Tel: +44 (0) 1489 898300

Financial Dynamics

Ed Bridges / Matt Dixon

Tel: +44 (0) 20 7831 3113

 

 

Notes to Editors

The Innovation Group plc (LSE: TIG.L) is a global provider of business process outsourcing and software solutions to the insurance, fleet, automotive and property industries. Innovation Group provides contact centres, repair networks, process management, supply chain and technology operations and decision support analytics to support accident management, repair and estimation and claims management services. Innovation Group has over 800 global clients including AXA, Insurance, RSA, American Modern Insurance Group, LeasePlan, The Ford Motor Company, Aviva, Toyota and Zurich. The Group processes more than 4 million claims per year with 20 per cent direct claims cost saving achieved. Innovation Group's 2,300 people are located in the United Kingdom, Australia, Belgium, Canada, France, Germany, Japan, India, Pakistan, South Africa, Spain and United States. www.innovation-group.com 

 

 

 

Chairman's Statement

 

Our objectives for 2010 were to reverse the performance in our loss making regions and improve margins in our profitable businesses to ensure that we can continue to deliver a sustainable and profitable run rate in the Group's outsourcing business. As a result considerable change in our organisational strategy and leadership team was necessary whilst at the same time maintaining our sales momentum across all regions and implementing cost management and restructuring actions. The Board set out three priorities in the short term: firstly, to grow our revenues and manage our sales mix; secondly, to better match costs to existing volumes and thirdly to deliver our technology investment programme on time and budget. These were successfully achieved against a background of some difficult market conditions.

 

Given this was a year of substantial change, our financial performance has been commendable and has met expectations. The Group's revenues for the year were £162.1m (2009: £155.9m) with outsourcing revenues, having grown by 9% at constant exchange rates, now representing 87% of total revenues. Net cash at the year end was £28.8m (2009: £11.7m) and was considerably ahead of expectations. It is pleasing to see the business recording a significant number of high profile new business wins across the Group with total orders, over the length of these contracts amounting to over £75.0m.

 

I would like to pay tribute to the teamwork and commitment to clients displayed by our employees during this challenging year. Innovation continues to attract and retain some of the best people in the industry and we recognise them as the foundation of our success.

 

Board Change

 

Andrew Roberts was appointed Chief Executive Officer on 11 February 2010 and I became Non-executive Chairman on the same day.

 

On 15 September 2010, Professor Dr. Kurt J. Lauk retired from the Board to concentrate on his other commitments. After eight years as a Non-executive Director, Chris Banks will step down from the Board at the conclusion of the AGM in March 2011. The Board would like to thank both Chris and Kurt for their service and commitment to the Group and its development. The Board has engaged a professional search company to find a replacement Non-executive Director.

 

Outlook

 

This year has, by necessity, been one of transition, focused on re-setting some fundamentals to provide a solid platform for profitable growth in 2011 and beyond. We are pleased with the outcome of the actions taken this year and believe that, barring any further economic down-turn, the restructuring of the business is now fundamentally complete. The Board is pleased with the number of new proofs of concept underway across our business and is confident that several will convert to full-term contracts in the coming year. This, together with the stronger management team now in place, the leaner cost base and the ongoing successful roll-out of Enterprise across the identified regions gives us confidence in the Group's ability to achieve our expectations for 2011 and beyond.

 

 

David Thorpe

Non-executive Chairman

 

 

 

Operational and Financial Review

 

Introduction

 

This year has been one of transition for The Innovation Group. Our efforts as a management team have focused on re-setting some of the fundamentals of our business in order to provide us with a solid platform on which to build profitable growth in 2011 and beyond. During the first half of 2010, we set three key objectives; firstly to re-structure, de-layer and re-focus the business on achieving profitability and strong cash conversion from the outsourcing division; secondly, to improve client relationships and increase pipeline across all of our geographies: and thirdly to reshape the Group's technology investment programme for optimum return. We are pleased with the progress we have made against these objectives and believe that our transition phase is now substantially complete.

 

During the second half of the year the Group completed a restructuring programme to refocus loss-making operations, de-layer senior management and reduce operating costs so that they match more closely the current levels of business activity across all geographies. Significant changes have been made to key management in the UK, US and Technology divisions and management reporting lines have been simplified to drive greater efficiencies.

As we have begun to move into a new phase where we start to build for growth, the global economic environment has remained challenging. Motor industry statistics show that new car registrations and claims volumes are still below 2008 and 2009 levels. Nevertheless, against this backdrop, we have already begun to deliver on our key objective of building the business pipeline across all regions. New business wins with both new and existing customers have enabled us to achieve a 9% increase in outsourcing revenue at constant currency. This increase not only confirms the strength of our products and services, but also underpins the Group's objective to move to a more sustainable and predictable level of profitability and cash generation going forward.

 

Our own technology platform, Enterprise, is an important underpinning of this objective and has been successfully implemented in France and Spain, with planned efficiency benefits and margin enhancements there now being realised. The roll-out of this platform continues with implementation in Germany. This region requires the greatest functionality but has the potential to deliver the largest cost benefit to the Group, and implementation here remains on course.

 

In December 2009, the Group raised approximately £20.0m for specific margin-enhancing projects and fundamental re-structuring, particularly in the under-performing regions of the UK and US. These funds have been applied to the business as follows:

 

·; Restructuring, right-sizing and de-layering the business;

·; Working capital for the German rapid payment initiative;

·; Funding customer proofs of concept in all key geographies;

·; Repayment of approximately £4.0m (ZAR45.0m) of the high interest bearing Black Economic Empowerment loan in South Africa; and

·; Repayment in full of our £5.7m short term revolving credit facility.

 

Each of these initiatives has, in turn, contributed positively to our overall efforts to enhance, streamline and invigorate our business and our operating model.

 

New Business

 

Demand for our services and technology continues to grow and we have been successful in augmenting our pipeline across all regions this year. In addition to several new contract wins, the Group has also been successful in securing numerous sizeable contract renewals with long standing customers in all regions.

 

The Group is moving towards securing larger, longer term contracts. A typical first step in securing such contracts is to conduct a 3-12 month pilot exercise (proof of concept) to provide the client with the necessary outcome data on which to base their decision to proceed with a full contract and to give the Group confidence that any such contract will deliver expected profitability and returns. To this end, the Group has embarked on a number of proofs of concept with major customers in the UK, North America, South Africa and Australia.

 

Although these pilots create additional costs in the short term, they are an important route to increase both the number of customers we work with and the volume of claims handled by our platform. Indeed, in the UK, North America and South Africa, three of these pilots have already been converted into full-term contracts, with the estimated revenues over the contract term being £25.0m, £6.0m and £31.0m respectively.

 

The Group is continuing with a number of proofs of concept globally and remains confident that several will convert to full-term contracts in the coming year generating profit for the Group in 2011 and beyond.

 

 

Financial Overview

 

Group revenues for the year have risen 4% to £162.1m (2009: £155.9m) with no significant acquisitions in the year. Adjusted profit is £9.8m (2009: £11.3m) with adjusted earnings per share of 0.63 pence (2009: 1.05 pence). The loss before tax is £1.7m (2009: £19.8m) with a basic loss per share of 0.58 pence (2009: 3.19 pence).

 

The Group's revenue is derived from two principal sources; the sale of business process outsourcing services ("outsourcing" or "BPO") and software solutions. Outsourcing revenue, comprising primarily motor (including the sale of motor parts in Germany) and property increased by 13% to £141.8m (2009: £125.0m) and now represents 87% of total revenue (2009: 80%). Revenue from motor is £113.4m (2009: £97.4m) and represents 80% of total outsourcing revenue (2009: 78%). As anticipated, we continue to move away from licence sales towards more predictable BPO revenues and as a consequence software revenue, which comprises one-time licence fees, implementation revenue and recurring software fees decreased by 34% to £20.3m (2009: £30.9m). The largest area of reduction was one-time licence fees which decreased to £1.8m from £10.0m in 2009. We are particularly pleased with the continuing shift to outsourcing revenue and the reduced reliance on one-time licence fees.

 

The Group operates internationally and results for the year are subject to movements in exchange rates. The Group has a policy of not hedging translation movements that arise whether positive or negative, although material transactions are hedged at the point they become more likely than not to occur. During 2010 the Group has benefited in particular from the strengthening of the South African Rand and Australian Dollar. As a consequence, organic revenue growth at constant exchange rates is 1%, comprising an increase of 9% in outsourcing revenues and a decline of 36% in software revenues.

 

Gross margin was 39% (2009: 38%). We are very encouraged that an increase in overall gross margin has been achieved despite a considerable reduction in high margin one-time licence revenue this year. This is due primarily to the re-sizing of our BPO operations carried out across all regions, which resulted in an increase in outsourcing gross margin to 38% from 34% in 2009.

 

Adjusted profit of £9.8m (2009: £11.3m) comprises loss before tax of £1.7m (2009: £19.8m) after adding back amortisation on acquired intangible assets of £3.5m (2009: £4.1m), impairment of £0.4m (2009: £21.5m), a share-based payments credit of £0.9m (2009: £2.8m charge), utilisation of pre-acquisition tax losses of £nil (2009: £0.1m) and exceptional restructuring and property rationalisation costs of £8.5m (2009: £2.6m).

 

Adjusted profit before tax includes a one-off gain of £1.1m (£0.8m at the half year) relating to a change in accounting estimates in relation to administration fees recognised in the Group's property subsidence operations. Substantial growth is anticipated in this area of the business over the next twelve months and management believe this change better reflects revenue and profit in line with service delivered over the lifecycle of a claim. More detail is provided under critical accounting estimates and judgements in the full financial statements. As reported in the Interim Management Statement of 18 August 2010, towards the end of 2009 a Tier 1 European insurer withdrew funding from one of our software clients in Japan and as a consequence the client has been unable to satisfy an outstanding debt due to the Group. Therefore, a bad debt charge of £0.7m is included in adjusted profit. Included within finance income is £0.8m relating to the write back of a loan which was waived in the year.

 

As advised in previous announcements, undiscounted exceptional restructuring and property rationalisation costs were £9m (2009: £2.6m). Although there were some small charges in other regions, these costs relate primarily to redundancy costs in the Group's underperforming BPO regions in the UK and North America and the Technology operation, included in Central costs below, plus the rationalisation of properties in the UK, US and Germany. The exceptional property charge relates to both the write down on fixed assets and a provision for the costs of the properties to the end of their respective leases and, in accordance with IFRS, has been discounted to reflect the time value of money at a rate of 5%. This discounting has reduced the exceptional charge by £0.5m, reducing the cost to £8.5m. The related cash outflow will arise over the terms of the leases, concluding in August 2018.  The overall charge is attributable to the operating segments as follows:

 

Restructuring

£

Property Rationalisation

£

Total

£

UK

1.5m

-

1.5m

Germany

0.3m

0.5m

0.8m

Rest of Europe

0.2m

0.2m

0.4m

North America

1.1m

1.3m

2.4m

Central costs

1.1m

2.3m

3.4m

Total

4.2m

4.3m

8.5m

 

These actions are expected to generate annualised cost savings of approximately £4.2m and barring any further economic downturn, conclude the Group's restructuring and cost reduction programme. Cost savings in the second half of the current year as a result of the above actions were approximately £1.7m.

 

The share-based payment credit of £0.9m (2009: charge £2.8m) arose due to the number of options forfeited following the departure of the former CEO and several members of the senior management team in the subsequent restructuring. The share-based payments charge is expected to return to more historic levels in 2011.

 

The Group's adjusted basic EPS is 0.63 pence per share (2009: 1.05 pence per share). The disparity in the reduction in the Group's EPS when compared to the Group's adjusted profit is due to the additional 210m shares issued as a consequence of the share placing in December 2009. Basic loss per share is 0.58 pence (2009: 3.19 pence).

 

The Group's tax charge is £2.7m (2009: £2.2m). This represents an effective tax rate of 33% (2009: 25%), being the tax charge prior to deferred tax on IFRS acquired intangibles of £0.6m expressed as a percentage of adjusted profit and is in line with the guidance given at the half year. The tax rate is higher than previous years due to the relative increase in profits from Germany and South Africa, both of which are taxpaying regions with no tax losses available for offset against profits. The Group continues to carry forward significant unrecognised tax losses in certain UK and US entities.

 

The Group ended the year with net cash of £28.8m (2009: £11.7m) comprising gross cash of £42.2m and debt of £13.4m (2009: gross cash £36.5m, debt £24.8m). Included within gross cash is £10.8m (2009: £7.9m) of cash available for use within our South African business which continues to be subject to the normal government imposed exchange controls for that country. Included within debt is £7.4m (2009: £11.0m) related to a Black Economic Empowerment loan in the same territory.

 

Operating cash inflow was £7.7m (2009: £8.3m) and includes the exceptional cash costs relating to the above exceptional charges incurred by the Group this year. Operating cash inflow, adjusted for exceptional and taxation payments represents 119% conversion of Group EBITDA. The Group converted some £3.0m of accrued income to cash during the year, in line with the terms of a large UK property contract, and expects operating cash flow conversion as a percentage of EBITDA will normalise to approximately 85% conversion in 2011.

 

The net cash out flow from investing activities was £7.1m (2009: £9.2m). This includes interest received of £0.9m (2009: £1.1m), purchase of subsidiary and associated undertakings of £0.6m (2009: £0.3m) and net fixed asset additions of £7.4m (2009: £10.1m) of which £4.0m (2009: £6.5m) is the capitalisation of costs relating to Project Enterprise as described in more detail below.

 

Financing cash inflow of £4.9m (2009: £1.2m outflow) includes interest paid of £1.8m (2009: £2.0m), repayment of borrowings of £12.2m (2009: £2.9m), dividends paid to minorities of £0.9m (2009: £0.8m) and net proceeds from a share placing of £19.8m (2009: £4.8m).

 

Geographic Performance

 

The Group continues to provide segmental reporting by geography to reflect the way the business is structured and managed. One of the core goals two years ago was to move all regions into sustainable profitability and cash generation. This has now been achieved as the Group moves out of the last quarter and into the new financial year.

 

Revenue in our European business was £87.1m (2009: £87.4m). This comprises growth of 8% in the BPO business and a significant decline of 38% in software revenues in the UK. We are particularly pleased with the performance from the Rest of Europe this year with revenue growth of 28% and adjusted profit growth in excess of 300%. The Rapid Payment initiative implemented in Germany in the second half has led to a 44% improvement in adjusted profit half year over half year. Adjusted profit for Europe is £8.4m (2009: £11.2m) with UK, Germany and Rest of Europe contributing £1.9m (2009: £5.2m), £5.7m (2009: £5.8m) and £0.8m (2009: £0.2m) respectively.

 

Our South African business, assisted by the strength of the South African Rand, achieved revenue growth of 23%, or 6% in local currency. During the year the business signed a significant five year contract to provide Nedbank, one of the largest banks in South Africa, with a range of outsourced insurance services. This is the largest contract in the Group's history and is expected to generate approximately £31.0m (ZAR350.0m) in revenue for the Group over the term. Adjusted profit for the year is £5.5m (2009: £4.3m) representing an increase of 28% from the previous year.

 

Whilst overall revenue in North America fell by 8% as a result of a 42% reduction in software revenues, we are pleased with the progress made in the US BPO business this year which achieved revenue growth of 16% and a significant improvement in gross margin percentage from 21% in 2009 to 43% in 2010.  Overall, the North American region achieved break even at the adjusted profit level, a marked improvement from an underlying adjusted loss of £3.0m in 2009 before a non-recurring £1.0m exchange gain.

 

Revenue in Australia and Asia has increased by 20% due primarily to a 33% increase in the motor BPO business. Adjusted profit has remained constant at £0.5m (2009: £0.5m) however, as previously announced in the August 2010 Interim Management Statement, the 2010 result includes a cost of £0.7m relating to a bad debt charge for a doubtful debt receivable from a software client in Japan.

 

Allstate Litigation

 

There have been no developments with regard to this litigation which is at a preliminary stage. Pleadings are complete and documentary discovery is almost concluded. Oral examinations for discovery have yet to take place. As previously announced, the Company considers the litigation to be speculative in the extreme and without foundation. The Company will continue to defend the claim vigorously and pursue the Group's filed counterclaim.

 

Risks and Uncertainties

 

While we are confident about our future prospects, significant risks and uncertainties exist that need to be managed and mitigated appropriately. The Group operates a risk register and identifies risk under the following categories; strategic, financial, operational and environmental. The key risks and mitigation factors under each category are shown below:

 

Strategic

 

·; Retaining competitive advantage- As our outsourcing business has relatively low barriers to entry the Group must ensure it remains competitive through the use of technology. Our own-use software, Enterprise, gives us a unique platform to improve efficiency and provide additional products and services to our clients. Our claims, policy and analytics software products must remain technologically competitive and therefore the Group continues to invest significantly in this area and engages regularly with industry analysts to validate the technology roadmap.

·; Ensuring profitability of the US BPO business - Over the past three years the results of the US BPO business have adversely impacted the Group's overall performance. Profitable growth in this region has been slower than anticipated following a large acquisition in 2006. Significant changes to key management have been made this year and the business has been resized to match current volumes.

·; Technology investment programme does not achieve planned benefits - The Group has invested heavily in Enterprise and its claims, policy and analytics software products over the last two years. The roll-out of Enterprise is being closely monitored and will only be implemented in those regions where payback through efficiencies is sufficiently attractive. The Group has a history of selling software and our technology roadmap for the current software products is continually reviewed and validated by industry analysts to ensure its applicability to the market.

 

Financial

 

·; Economic down-turn continues- As evidenced in the industry as a whole, the Group has experienced a reduction in claims volumes from existing customers over the last two years and current volumes remain below 2008 levels. Continued uncertainty may adversely affect revenue and profits. However, the Group has right-sized its operations this year, as evidenced by the increase in BPO gross margin percentage, to match the current volumes and through the implementation of Enterprise is well placed to grow revenues without significant increase in capacity.

·; Exchange rate risk - The Group undertakes operations on a global basis and approximately 75% of business is transacted in currencies other than Sterling. Therefore consolidated results and net assets are subject to exchange rate fluctuations. The Group has a policy of not hedging translation movements, although material transactions are hedged at the point they become more than likely to occur.

·; Credit facilities and banking covenants- At 30 September 2010 the Group is in a net cash position and currently has an undrawn revolving credit facility of £5.7m which expires in July 2011. Any significant down-turn in business may require the use of this facility and therefore the Group intends to re-finance this facility before its expiry. The revolving credit facility and the Group's other long-term borrowings are subject to stringent banking covenants which must be tested quarterly. The Group prepares detailed profit and cash flow forecasts to test these covenants on a forward looking basis and expects to remain compliant.

 

Operational

 

·; Failure to deliver - The Group's reputation is dependent upon our ability to deliver mission-critical software and outsourcing services. Any failure to deliver to contracted terms may harm our reputation, create legal liabilities and adversely impact on financial performance. In the majority of contracts the Group is subject to strict Service Level Agreements (SLAs) which are routinely measured and reported to the client. Likewise, the Group imposes and monitors similar SLAs on the vast network of body shops and property contractors it manages in all regions.

·; Continuity and security of IT systems - Due to the nature of the Group's business it hosts significant amounts of customer and internal data on its servers. Business interruption or IT security issues may result in loss of service or compromise of this data. The Group operates two hosting centres both located in the UK so that any disruption which might affect either is minimised. In addition the Group has invested significantly in its IT infrastructure therefore ensuring high availability of services and applications to its clients.

·; Susceptibility to fraud- The Group handles millions of claims a year on behalf of its customers and in doing so transacts with thousands of body shops, repairers and other suppliers. Given these large volumes and the significant business in the motor industry and emerging markets the Group is vigilant about the continuing risk of fraudulent practices.

 

Environmental

 

·; Revenue may be significantly affected by weather conditions - The majority of the Group's outsourcing revenue is derived from handling motor or property claims. Extreme weather conditions, for example hurricanes, hail, floods, droughts or icy roads, will generally lead to an increase in claims volume. The Group continues to be able to respond quickly so as to handle any increase in volumes whilst still maintaining customer service.

·; Increased customer requirements for sustainability - The Group is increasingly seeing key customers introducing sustainability key performance indicators (KPIs) into contracts. As a responsible company and business partner it is crucial that we develop a clear understanding of the potential business implications of sustainability and demonstrate to our clients and stakeholders how we intend to manage these. This year the Group has developed a sustainability framework and is in the process of developing a number of KPIs and associated targets against which our business operations will be assessed.

 

This is not an exhaustive list and other factors may impact the Group.

 

 

Andrew Roberts

Chief Executive Officer

Jane Hall

Group Finance Director

 

 

The Innovation Group plc

Consolidated Income Statement

For the year ended 30 September 2010

 

2010

2009

Note

£'000

£'000

Revenue

2

162,144

155,865

Cost of sales

(98,311)

(96,348)

 

 

Gross profit

63,833

59,517

Administrative expenses excluding exceptional costs

(56,611)

(76,689)

Exceptional costs

3

(8,491)

(2,622)

Administrative expenses

(65,102)

(79,311)

 

 

Operating loss

(1,269)

(19,794)

Finance revenue

1,684

1,711

Finance costs

(1,961)

(1,973)

Share of (loss)/profit of associate

(150)

234

 

 

Loss before tax

(1,696)

(19,822)

UK income tax credit/(expense)

89

(235)

Overseas income tax expense

(2,743)

(1,990)

 

 

Total tax expense

4

(2,654)

(2,225)

 

 

Loss for the year

(4,350)

(22,047)

 

 

Attributable to:

Equity holders of the parent

(5,098)

(22,308)

Non-controlling interests

748

261

 

 

(4,350)

(22,047)

 

 

Adjusted profit:

Loss before tax

(1,696)

(19,822)

Amortisation of acquired intangible assets

3,496

4,074

Exceptional costs

8,491

2,622

Impairment of goodwill and investments

400

21,470

Share-based payments (credit)/charge

(867)

2,829

Utilisation of pre-acquisition brought forward tax losses

-

98

 

 

Adjusted profit for the year

2

9,824

11,271

 

 

Earnings per share (pence)

Basic

5

(0.58)

(3.19)

Diluted

5

(0.58)

(3.19)

Adjusted

5

0.63

1.05

Adjusted diluted

5

0.63

1.03

All amounts relate to continuing operations.

 

 

Dividends paid or authorised are shown in the consolidated statement of changes in equity.

 

 

The Innovation Group plc

Consolidated Statement of Comprehensive Income

For the year ended 30 September 2010

 

 

2010

2009

£'000

£'000

Loss for the year after tax

(4,350)

(22,047)

 

 

Other comprehensive income

Foreign currency:

Currency translation differences

(1,063)

7,206

Reclassification of foreign currency to the income statement

-

(591)

 

 

(1,063)

6,615

Cash flow hedge:

Hedging derivatives

(536)

(774)

Reclassification of ineffective element of hedging derivatives to the income statement

415

-

 

 

(121)

(774)

 

 

Other comprehensive income (net of tax)

(1,184)

5,841

 

 

Total comprehensive income

(5,534)

(16,206)

 

 

Total comprehensive income attributable to:

Equity holders of the parent

(6,379)

(16,894)

Non-controlling interests

845

688

 

 

(5,534)

(16,206)

 

 

 

 

The Innovation Group plc

Consolidated Balance Sheet

At 30 September 2010

 

30 September

30 September

2010

2009

Note

£'000

£'000

ASSETS

Non-current assets

Property, plant and equipment

13,051

14,396

Goodwill

67,217

66,946

Other intangible assets

23,894

24,133

Investments accounted for using the equity method

2,284

2,081

Financial assets

113

491

Deferred tax assets

3,071

1,943

 

 

109,630

109,990

Current assets

Trade and other receivables

7

43,997

52,688

Prepayments

2,823

3,198

Other financial assets

160

174

Cash and cash equivalents

42,226

36,519

 

 

89,206

92,579

 

 

TOTAL ASSETS

198,836

202,569

 

 

EQUITY AND LIABILITIES

Attributable to equity holders of the parent

Equity share capital

18,709

14,284

Share premium

42,332

41,187

Merger reserve

2,121

2,121

Foreign currency translation

5,517

6,677

Unrealised gains and losses

(895)

(774)

Retained earnings

28,743

19,133

 

 

96,527

82,628

Non-controlling interests

2,467

2,163

 

 

TOTAL EQUITY

98,994

84,791

Non-current liabilities

Trade and other payables

8

192

231

Deferred income

2,611

1,661

Interest bearing loans and borrowings

9

10,662

16,844

Derivative financial instruments

895

774

Deferred tax liabilities

4,101

3,820

Provisions

2,820

397

 

 

21,281

23,727

Current liabilities

Trade and other payables

8

61,488

72,018

Deferred income

10,914

10,773

Interest bearing loans and borrowings

9

2,793

7,969

Income tax payable

353

407

Provisions

3,013

2,884

 

 

78,561

94,051

 

 

TOTAL LIABILITIES

99,842

117,778

 

 

TOTAL EQUITY AND LIABILITES

198,836

202,569

 

 

 

The results were approved by the Board of Directors on 6 December 2010.

 

 

The Innovation Group plc

Consolidated statement of changes in equity

At 30 September 2010

Attributable to equity holders of the parent

 

Issued

Capital

 

Share premium

 

Merger reserve

 

Retained earnings

Unrealised gains and losses

 

Translation reserves

Put option reserve

 

 

Total

Non-controlling interests

 

Total equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 1 October 2008

13,000

37,717

2,121

37,834

-

447

(2,225)

88,894

2,422

91,316

Other comprehensive

income and expense

 

-

 

-

 

-

 

-

 

(774)

 

6,188

 

-

 

5,414

 

427

 

5,841

Profit/(loss) for the year

-

-

-

(22,308)

-

-

-

(22,308)

261

(22,047)

Total comprehensive

income and expense for

the year

-

-

-

(22,308)

(774)

6,188

-

(16,894)

688

(16,206)

Dividends (note 6)

-

-

-

(325)

-

-

-

(325)

(727)

(1,052)

Issue of share capital

1,284

3,470

-

-

-

-

-

4,754

-

4,754

Share-based payments

-

-

-

2,829

-

-

-

2,829

-

2,829

De-recognition of

Non-controlling interest

-

-

-

178

-

42

-

220

(220)

-

Cancellation of put option

-

-

-

925

-

-

2,225

3,150

-

3,150

At 30 September 2009

 

14,284

41,187

2,121

19,133

(774)

6,677

-

82,628

2,163

84,791

Other comprehensive

income and expenses

 

-

 

-

 

-

 

-

 

(121)

 

(1,160)

 

-

 

(1,281)

 

97

 

(1,184)

Profit/(loss) for the year

-

-

-

(5,098)

-

-

-

(5,098)

748

(4,350)

Total comprehensive

income and expense for

the year

-

-

-

(5,098)

(121)

(1,160)

-

(6,379)

845

(5,534)

Dividends (note 6)

-

-

-

-

-

-

-

-

(541)

(541)

Issue of share capital

4,425

1,145

15,575

-

-

-

-

21,145

-

21,145

Reserves transfer

-

-

(15,575)

15,575

-

-

-

-

-

-

Share-based payments

-

-

-

(867)

-

-

-

(867)

-

(867)

At 30 September 2010

18,709

42,332

2,121

28,743

(895)

5,517

-

96,527

2,467

98,994

 

 

 

The Innovation Group plc

Consolidated Cash Flow Statement

For the year ended 30 September 2010

 

Year to

Year to

30 September

30 September

2010

2009

£'000

£'000

Operating activities

Group operating loss

(1,269)

(19,794)

Adjustments to reconcile group operating loss to net cash inflows from operating activities

Depreciation of property, plant and equipment

3,392

3,623

Loss on disposal of property, plant and equipment

(29)

(50)

Amortisation of intangible assets

5,756

5,000

Impairment of investments and goodwill

400

21,470

Share-based payments

(867)

2,829

Share of profit from associate

-

234

Utilisation of pre-acquisition brought forward tax losses

-

98

Decrease/(increase) in receivables

7,632

(2,766)

(Decrease)/increase in payables

(3,854)

2,411

Income taxes paid

(3,499)

(4,744)

 

 

Net cash flow from operating activities

7,662

8,311

Investing activities

Sale of property, plant and equipment

124

68

Purchases of tangible and intangible fixed assets

(7,483)

(10,148)

Purchase of subsidiary undertakings

(324)

-

Payment of contingent consideration

(183)

(200)

Purchase of associated undertaking

(115)

-

Purchase of fixed asset investments

-

(66)

Interest received

860

1,120

 

 

Net cash flow from investing activities

(7,121)

(9,226)

Financing activities

Interest paid

(1,816)

(1,973)

Dividend paid to non-controlling interests

(866)

(804)

Dividends paid to shareholders

-

(325)

Repayment of borrowings

(11,390)

(1,804)

Repayment of capital element of finance leases

(812)

(1,084)

Proceeds from issue of shares

19,770

4,754

 

 

Net cash flow from financing activities

4,886

(1,236)

Net increase/(decrease) in cash and cash equivalents

5,434

(2,151)

Cash and cash equivalents at beginning of year

36,519

34,749

Effect of exchange rates on cash and cash equivalents

280

3,921

 

 

Cash and cash equivalents at the year end

42,226

36,519

 

 

 

 

Cash held and available for use within the business in our South African operation of £10,770,000 (2009: £7,875,000) continues to be subject to the normal government imposed exchange controls for that country.

 

 

 

The Innovation Group plc

Notes to the Results

For the year ended 30 September 20010

 

1. BASIS OF PREPARATION

 

The preliminary announcement was approved by the Board of Directors on 6 December 2010.

 

The financial information set out in this Annual Financial Report announcement for the year ended 30 September 2010 does not constitute the Group's statutory accounts as defined by s435 of the Companies Act but has been extracted from the 2010 statutory accounts on which an unqualified audit report has been made by the auditors, and which did not contain an emphasis of matter paragraph nor a statement under section 498(2) or (3) of CA 2006. The financial information included in the annual report announcement for the prior year ended 30 September 2009 has been extracted from the 2009 stat accounts on which an unqualified audit report has been made by the auditors, and which did not contain an emphasis of matter paragraph nor a statement under section 237(2) or (3) of CA 1985.

 

The Group's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"). The accounting policies have been consistently applied to all periods presented.

 

The audited financial statements for the year ended 30 September 2009 have been delivered to the Registrar of Companies. The Annual Report for the year ended 30 September 2010 will be mailed to shareholders at the end of January 2011 and will be delivered to the Registrar of Companies following the Annual General Meeting which will be held in March 2011 at the Company's office at Yarmouth House, 1300 Parkway, Solent Business Park, Whiteley, Hampshire, PO15 7AE.

 

2. SEGMENT INFORMATION

 

The Group is organised into regional business units and a central cost centre. The Group has six reportable operating segments which are separately disclosed together with a central cost centre which includes unallocated corporate costs, expensed development costs and transfer pricing royalties. Operating segments have been aggregated where the aggregation criteria have been met. More specifically, Asia Pacific includes Australia, India and Japan, the Rest of Europe includes France, Spain and Benelux and North America includes the US and Canada.

 

Management monitors the operating results of its business units separately for the purposes of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on adjusted profit which is the Group's internal principal measure of profit. Segment revenue excludes transactions between business segments. Segment adjusted profit as reflected below, includes both royalty charges and transfer pricing adjustments for reallocating corporate costs to the regional business units. Royalty charges are made by the Central Costs segment to: UK £0.8m, (2009: £0.6m), Asia Pacific £1.2m, (2009: £1.2m) and North America £1.0m (2009: £1.8m). Transfer pricing adjustments for reallocating corporate costs of £1.3m (2009: £1.8m) from the Central Costs segment to: UK £0.4m (2009: £0.5m), Germany £0.1m (2009: £0.1m), Rest of Europe £0.1m (2009: £0.1m), South Africa £0.3m (2009: £0.3m), North America £0.3m (2009: £0.7m) and Asia Pacific £0.1m (2009: £0.1m).

 

Management do not monitor the balance sheets of its business units separately for the purposes of making decisions and therefore segmental assets, additions to non-current assets and segmental liabilities have not been disclosed. Non-current assets in the segmental disclosure comprise of investments, intangible assets and property, plant and equipment.

 

The Group's revenues are derived from the following products and services:

 

- Motor Business Process Outsourcing (BPO) and networks;

- Property Business Process Outsourcing (BPO) and networks;

- Other Business Process Outsourcing (BPO) and networks; and

- Software.

 

Information regarding the Group's six operating segments and its central cost centre is reported below.

 

The Group's revenues are attributed to business units based on customer location. The total external revenue attributable to all countries other than the UK was £128.9m (2009: £116.4m).

 

 

Year ended 30 September 2010

 

UK

Germany

Rest of

Europe

South Africa

North

America

Asia

Pacific

Central

Costs**

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Segment revenue:

Motor BPO & networks ***

13,821

38,298

9,875

30,951

11,915

8,543

-

113,403

Property BPO & networks

9,969

5,645

-

-

1,719

-

-

17,333

Other BPO & networks

547

-

-

4,773

5,821

-

-

11,141

Software ***

8,938

-

-

2,126

6,996

2,207

-

20,267

 

 

 

 

 

 

 

 

Total external revenue

33,275

43,943

9,875

37,850

26,451

10,750

-

162,144

Segment result:

EBITDA*

3,328

6,025

980

7,242

625

635

(2,932)

15,903

Depreciation

(1,171)

(153)

(112)

(767)

(611)

(201)

(377)

(3,392)

Net finance (costs)/income

(149)

(11)

2

(818)

(28)

46

681

(277)

Share of profit/(loss) of associate

-

-

-

(167)

-

17

-

(150)

Amortisation non-acquired intangibles

(98)

(211)

(26)

-

-

(12)

(1,913)

(2,260)

 

 

 

 

 

 

 

 

Adjusted profit / (loss)

1,910

5,650

844

5,490

(14)

485

(4,541)

9,824

 

 

 

 

 

 

 

 

EBITDA %

10%

14%

10%

19%

2%

6%

-

10%

Non-current assets

53,941

18,043

1,706

9,696

19,636

3,424

-

106,446

 

* EBITDA is shown before share-based payments credit, impairment of goodwill and financial assets and exceptional items

** Central costs include unallocated corporate costs, expensed development costs and transfer pricing royalties.

*** Included within Motor BPO & networks and Software are amounts relating to the sale of goods (motor parts and software licences) of £19,541,000 and £1,788,000 respectively.

 

 

Year ended 30 September 2009

 

UK

Germany

Rest of Europe

South Africa

North America

Asia Pacific

Central Costs**

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Segment revenue:

Motor BPO & networks ***

14,007

33,885

7,729

24,535

10,834

6,418

-

97,408

Property BPO & networks

9,845

6,329

-

-

1,125

-

-

17,299

Other BPO & networks

1,274

-

-

4,238

4,774

-

-

10,286

Software ***

14,350

-

-

1,807

12,161

2,554

-

30,872

 

 

 

 

 

 

 

 

Total external revenue

39,476

40,214

7,729

30,580

28,894

8,972

-

155,865

Segment result:

EBITDA*

6,323

6,106

190

4,995

(1,206)

630

(1,288)

15,750

Depreciation

(1,147)^

(145)

(135)

(671)

(835)

(137)

(553)

(3,623)

Net finance income / (costs)

8

42

10

(222)

(46)

15

(69)

(262)

Share of profit of associate

-

-

-

234

-

-

-

234

Amortisation non-acquired intangibles

(16)

(189)

-

-

-

(23)

(698)

(926)

Utilisation of pre-acquisition brought forward tax losses

-

-

98

-

-

-

-

98

 

 

 

 

 

 

 

 

Adjusted profit / (loss)

5,168

5,814

163

4,336

(2,087)

485

(2,608)

11,271

 

 

 

 

 

 

 

 

EBITDA %

16%

15%

2%

16%

(4)%

7%

-

10%

Non current assets

52,421

22,067

19,555

2,921

9,497

1,095

-

107,556

 

* EBITDA is shown before share based payments costs, impairment of goodwill and financial assets and exceptional items

** Central costs include unallocated corporate costs, expensed development costs and transfer pricing royalties.

*** Included within Motor BPO & networks and Software are amounts relating to the sale of goods (motor parts and software licences) of £17,403,000 and £10,012,000 respectively.

^ An adjustment has been made to reallocate £698,000 of amortisation of non-acquired intangibles from the UK to the central costs segment. This is offset by an adjustment to reallocate £698,000 of depreciation from the central costs segment to the UK. This adjustment has been made to bring the comparative disclosure in line with the reporting methodology used in the current year. There has been no change to segmental EBITDA and adjusted profit.

 

 

3. EXCEPTIONAL COSTS

 

2010

2009

£'000

£'000

Other restructuring costs

4,178

2,070

Property restructuring costs

4,313

501

Poland closure costs

-

51

 

 

8,491

2,622

 

 

 

Other restructuring costs mainly relate to employee redundancy costs in underperforming divisions during the first half of the year. These costs and the right-sizing of operations across all regions have generated savings to adjusted profit during the last six months of the financial year. As a result of this restructuring the Group reviewed its property requirements in the US, UK and Germany and consolidation opportunities were identified to reduce the number of occupied leased properties. The property restructuring costs include the discounted future cash flows that will arise until the end of the leases along with the write down of associated fixed assets. The discounted future cash flows may be partly offset by any future sub-leasing income.

 

In 2009 a global cost reduction programme was undertaken during the last quarter in response to the reduced claims volumes experienced by the Group due to external economic factors. The costs shown above are the costs incurred in implementing the cost reduction plan and relate mainly to employee redundancy costs and office closure

 

 

4. TAXATION

 

2010

2009

£'000

£'000

Current tax expense

UK corporation tax (income)/expense

35

-

Foreign tax expense

3,391

2,078

 

 

Current tax on income in the year

3,426

2,078

Adjustments in respect of prior years

(9)

19

 

 

Total current tax expense

3,417

2,097

Deferred tax credit

Origination and reversal of UK temporary differences

(124)

425

Previously unrecognised tax losses and other temporary differences

-

(190)

Origination and reversal of temporary differences

(639)

(107)

 

 

Total deferred tax (credit)/charge

(763)

128

 

 

Total income tax in the income statement

2,654

2,225

 

 

2010

£'000

2009

£'000

Reconciliation of total tax charge

Group loss before tax

(1,696)

(19,822)

Income tax using UK corporation tax rate of 28% (2009: 28%)

(474)

(5,550)

Tax effects of:

Permanent differences

1,646

461

Goodwill impairment

112

6,825

Non-taxable income

(90)

(388)

Rate differences on overseas earnings

(215)

(547)

Current year tax losses, no deferred tax recognised

1,757

1,769

Temporary differences

877

912

Utilisation of brought forward tax losses

(707)

(2,089)

Adjustments in respect of prior years

(9)

41

Share-based payments

(243)

791

 

 

Total income tax expense

2,654

2,225

 

 

 

 

5. EARNINGS PER SHARE

 

2010

2009

pence

pence

Basic loss per share

(0.58)

(3.19)

Adjustment for dilutive potential ordinary shares

-

-

 

 

Diluted loss per share

(0.58)

(3.19)

 

 

Basic loss per share

(0.58)

(3.19)

 Adjustments

- amortisation of acquired intangible assets

0.40

0.58

- impairment of investments and goodwill

0.05

3.07

- share-based payments

(0.10)

0.40

- exceptional costs

0.96

0.39

- utilisation of pre-acquisition brought forward tax losses

-

0.01

 - tax effect of the above

(0.10)

(0.21)

 

 

Adjusted basic earnings per share

0.63

1.05

Adjustment for dilutive potential ordinary shares

-

(0.02)

 

 

Adjusted diluted earnings per share

0.63

1.03

 

 

Number of shares (000's)

2010

2009

Average number of shares in issue used to calculate basic, diluted and

adjusted basic earnings per share

 

884,642

 

698,659

Dilutive potential ordinary shares

- add share options

6,575

13,506

 

 

Shares used to calculate diluted and adjusted diluted earnings per share

891,217

712,165

 

 

Basic and diluted earnings (£'000)

2010

2009

Basic and diluted earnings for the year

(5,098)

(22,308)

- add amortisation of acquired intangible assets

3,496

4,074

- add impairment of investments and goodwill

400

21,470

- add share-based payments

(867)

2,829

- exceptional costs

8,491

2,622

- add utilisation of pre-acquisition brought forward tax losses

-

98

 - less tax effect of the above

(845)

(1,439)

 

 

Adjusted and adjusted diluted earnings for the year

5,577

7,346

 

 

At 30 September 2010 there were 935,427,013 shares in issue (2009: 714,167,456).

 

 

6. DIVIDENDS

 

2010

£'000

2009

£'000

Declared and paid during the year

Equity dividends on ordinary shares

Final dividend of nil pence per share for 2009 (2008: 0.05 pence per share)

-

325

 

 

-

325

 

 

Equity dividends on ordinary shares paid to non-controlling shareholders:

Travest Investments (Pty) Limited

Interim dividend for 2010: nil South African Rand per share (2009: 45,150 Rand per share)

-

126

Final dividend for 2010: 13,500 South African Rand per share (2009: 69,660 Rand per share)

379

194

Travel Insurance Consultancy (Pty) Limited

Interim dividend for 2010: nil South African Rand per share (2009: 26,250 Rand per share)

-

54

Final dividend for 2010: 67,500 South African Rand per share (2009: 40,500 Rand per share)

162

83

Netsol Innovation (private) Limited

Final dividend for 2009: nil Pakistan Rupees per share (2008: 22.435 Pakistan Rupees per share)

-

270

 

 

541

727

 

 

 

 

7. TRADE AND OTHER RECEIVABLES

 

2010

2009

£'000

£'000

Trade receivables

29,629

36,555

Other debtors

3,472

3,945

Accrued income

10,896

12,188

 

 

43,997

52,688

 

 

 

 

8. TRADE AND OTHER PAYABLES

 

2010

2009

£'000

£'000

Current

Trade payables

32,636

35,058

Other payables

14,578

21,691

Accruals

10,254

10,417

Dividend to Non-controlling interests

-

320

Social security and other taxes

4,020

4,532

 

 

61,488

72,018

 

 

Non-current

Other payables

192

231

 

 

 

 

9. INTEREST BEARING LOANS AND BORROWINGS

 

2010

2009

£'000

£'000

Current

Bank loans

1,964

7,042

Obligations under finance leases and hire purchase agreements

829

927

 

 

2,793

7,969

 

 

Non-current

Bank loans

10,136

15,877

Obligations under finance leases and hire purchase agreements

526

967

 

 

10,662

16,844

 

 

 

 

10. RELATED PARTY TRANSACTIONS

 

The remuneration of Directors and other members of key management, recognised in the income statement, is set out below in aggregate. Key management are defined as the Board of the Innovation Group plc and those persons, directly or indirectly, having authority and responsibility for planning, directing and controlling the activities of the Group.

 

2010

£'000

2009

£'000

Short-term employee benefits

2,435

1,841

Post-employment benefits

96

79

Share-based payments

500

1,123

Termination payments

939

116

 

 

3,970

3,159

 

 

 

 

Statement of Directors' Responsibilities

 

The 2010 Annual Report contains a responsibility statement in compliance with DTR4.1.12 signed on behalf of the Board by the Company Secretary. This states that on 6 December 2010, the date of approval of the 2010 Annual Report, each of the Directors (whose names and functions are listed below) confirms that, to the best of each person's knowledge and belief

 

 

·; the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and

 

·; the Chairman's Review, Operational and Financial Review and Directors' report include a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties faced by the Group.

 

 

Andrew Roberts

Executive Chairman

Jane Hall

Group Finance Director

David Thorpe

Non-executive Chairman

Chris Banks

Non-executive Director

James Morley

Non-executive Director

 

This information is provided by RNS
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