3rd Dec 2008 07:00
Embargoed until 0700 hrs |
3 December 2008 |
THE INNOVATION GROUP PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2008
The Innovation Group plc ("Innovation" or "the Group"), the leading technology-led Business Process Outsourcing ("BPO") provider for the insurance sector, today announces its preliminary results for the 12 months ended 30 September 2008. The results show strong organic growth in revenues as the Group's combined software/BPO offering continues to gain traction, and other financial indicators are in line with expectations.
Financial Highlights
2008 |
2007 |
|
Revenues |
£139.9m |
£110.5m |
Adjusted profit before tax * |
£10.1m |
£16.1m |
(Loss)/profit before tax |
(£3.8m) |
£10.4m |
Adjusted earnings per share |
0.52p |
1.93p |
(Loss)/Earnings per share |
(1.06p) |
1.17p |
Dividend per share (full year) |
0.2p |
0.3p |
Net Cash |
£10.7m |
£16.9m |
*Adjusted profit before tax is (loss)/profit before tax after adding back the amortisation charge of £3.4m, exceptional costs of £6.3m, impairment charge of £1.2m, a share based payments charge of £2.5m and utilisation of pre-acquisition brought forward tax losses of £0.5m as analysed on the face of the income statement.
Performance Indicators
2008 |
2007 |
|
Organic revenue growth |
15.2% |
10.5% |
Outsourcing revenues |
77% |
68% |
Recurring revenues |
84% |
77% |
Operating cash flow |
£12.1m |
£15.2m |
Corporate Highlights
Hassan Sadiq, Chief Executive Officer, commented:
"In a year of unprecedented turbulence, our profits were impacted by strategic investments, economic issues and customer contract delays. However, we have experienced strong growth in organic revenue, clients and contract wins which positions us well to deal with the global economy and gives us good momentum for 2009 and beyond".
The Innovation Group Hassan Sadiq Jane Hall |
Tel: +44 (0) 1489 898300 |
Financial Dynamics Ed Bridges / Juliet Clarke / Matt Dixon |
Tel: +44 (0) 20 7831 3113 |
Notes to Editors
The Innovation Group plc ("Innovation" or "the Group") provides BPO services and software solutions to insurers and other risk carriers. The software solutions are designed for the handling of policy and claims administrative processes within the insurance industry. The solutions can be utilised in connection with the Group's BPO operations or implemented on a stand alone basis. Approximately 84% of the Innovation Group's total revenues are now recurring with the remainder coming from the sale and support of its software solutions. The Group provides software and outsourcing services on a non-branded basis.
Industry analysts expect the BPO market to continue to grow across all geographic areas. According to a Gartner* report (July 2008) in the financial services industry this is forecast to be 10.5% compound annual growth rate (CAGR).
Innovation has over 1,000 global clients including Allstate, LeasePlan, The Ford Motor Company, Aviva, AXA Insurance, RSA, Toyota (South Africa) and Zurich (UK). The Group processes more than 4 million claims per year with 20% direct claims cost saving achieved. The software operates in 8 languages and the Group has approximately 2,400 people across offices in United Kingdom, Australia, Belgium, Canada, France, Germany, Japan, Netherlands, Pakistan, South Africa, Spain, United States.
*Gartner: Insurance BPO: Key Trends by Kimberly Harris Ferrante, July 2008
www.innovation-group.com
Chairman's Statement
The Innovation Group is a technology-led Business Process Outsourcer ("BPO") that provides software and outsourcing services to the insurance industry. Our vision is to provide technology and best practice for the administration of policies and claims for the world's insurers and risk carriers. The Group is totally focussed on this market and delivers its two broad offerings through a single client-centric organisation. We are a multinational player operating in the world's largest insurance markets with a strong proportion of our clients being international in nature. Our 2,400 people across the world have extensive insurance experience and they are ably supported by our partners.
The year in review
During 2008 we made strong progress in expanding our brand across global markets. We grew our revenue by 27%, expanded into three new European geographies, gained over 70 contracts with new and existing clients and launched new auto and property services in the US. However, the year also witnessed unprecedented turbulence with resultant operational challenges. Whilst we saw strong organic revenue growth and the successful integration of Nobilas Claims and Fleet Solutions Limited ("Nobilas") and National Service Network Holdings Limited ("NSN"), performance was impacted by contract delays, slower than expected volume ramp in the North American BPO business and other issues caused by both internal and external factors.
In December 2007 we completed the acquisition of Nobilas, the accident management business of Akzo Nobel, which has expanded our European footprint into France, Benelux and Spain and has also taken us into the fleet management and leasing markets. We have now fully integrated this acquisition with our existing motor operations to give us a truly pan-European offering.
In June 2008 we acquired NSN, the company which manages the largest centrally controlled network of independent maintenance and repair garages in the UK. This acquisition expands our offering to include regular repair, servicing and maintenance of our client's vehicles in addition to accident management.
Project Enterprise is the implementation of our own services orientated architecture ("SOA") based Innovation Insurer technology as a common platform to support our global BPO business. This multi-year global project is continuing to meet all our expectations in terms of quality, timescales and budgets. Project Enterprise will give us the most technically advanced capability in our sector and will provide significant flexibility and operational efficiencies for our clients.
Financial Results
Total revenues for 2008 are £139.9m (2007: £110.5m) an increase of 27%. Recurring revenues represent 84% (2007: 77%). Organic growth was 15.2% (2007: 10.5% restated). Adjusted profit is £10.1m (2007: £16.1m), and the loss before tax was £3.8m (2007: profit £10.4m). We are disappointed with these reductions which reflect increased investment in both BPO and technology capacity, investment into new BPO products in the US, a customer contract settlement, delayed contracts and acquisition integration costs.
Towards the end of the year, we undertook a restructuring of the business to reflect the current conditions and improve operational efficiency, the benefits of which will be felt in 2009.
*Adjusted profit before tax is (loss)/profit before tax after adding back the amortisation charge of £3.4m, impairment charge of £1.2m, a share based payments charge of £2.5m, exceptional charges of £6.3m and the utilisation of pre-acquisition tax losses of £0.5m as analysed on the face of the income statement.
Organisation and employees
I would like to pay tribute to the outstanding teamwork and commitment to clients displayed by our employees during a year which presented a very challenging economic environment. I would also like to compliment our partners' employees who are working with us on client engagements. Innovation continues to attract and retain some of the best people in the industry and we recognise them as the foundation of our success.
Corporate Governance and the Board
The Group has been in full compliance with the provisions of the Combined Code throughout the year.
On 10th October 2008 Paul Hemsley resigned as Group Finance Director and Jane Hall was appointed Acting Group Finance Director with immediate effect.
Dividend policy
The Board has recommended a final dividend of 0.05 pence per share. When combined with the interim dividend of 0.15 pence per share this equates to full year dividends of 0.20 pence per share (2007: 0.30p per share). This final dividend will be proposed at the Annual General Meeting on 16th March 2009 and if approved, paid on 31st March 2009. The record date will be 27th February 2009.
Outlook
The Board is pleased with the increase in demand for its products and services, although it has been a challenging year to turn this revenue into profit and cash generation. In addition, we have made strategic investments during the year on distribution (Nobilas), services (NSN) and their integration and also technology infrastructure.
The outlook for the global economy is uncertain, which in common with other businesses is creating difficulty in forecasting. Nevertheless our clients are being driven more sharply to seek cost savings and efficiency gains, and we are well placed to benefit from these trends in 2009 and beyond.
Geoff Squire, OBE
Chairman
Chief Executive's Statement
Overview
2008 has been a mixed year for Innovation and we were disappointed with the reduction in adjusted profit. Adjusted profit is £10.1m (2007: £16.1m), and the loss before tax was £3.8m (2007: profit 10.4m). These reductions reflect increased investment in BPO new products, technology capacity, a customer contract settlement and acquisition integration costs.
Innovation Group provides technology enabled outsourcing to the global insurance industry and our offerings are attracting record demand. We have seen significant organic growth and product innovation and we have also successfully completed the integration of our businesses to become a unified global player in the insurance and risk carrier market.
Revenues for the year have risen 27% and organic growth is 15.2%, up from 10.5% in 2007. We have expanded our customer base, which is now in excess of 1,000 customers, managing over four million transactions worldwide, whilst our recurring revenues have continued to increase year-on-year.
We have successfully integrated two substantial acquisitions, Nobilas and NSN, and through the restructuring of our business this year, we have expanded our capacity and service portfolio to meet the record demand for our services across all geographies.
The US BPO business was impacted by a number of major contracts either being delayed or signed later than expected. Whilst this led to a reduction in profits for 2008, the rising volumes from these contracts are helping to underpin our 2009 expectations, with revenues already beginning to flow through.
Company Strategy
As a leading specialist technology-led BPO provider, we continue to innovate and create new products for use by our clients. We licence these products both directly to clients and through partners such as IBM. In addition, we have set up a multi-year programme called Project Enterprise for use within our own outsourcing business.
Our focus is on developing new solutions where appropriate and providing a responsive and sustainable service which exceeds customer expectations, and helps them to meet their needs for efficiency, productivity and profitability.
Operating as a single client-centric organisation our key objective and goal is to service more clients with more incidents globally. We now have unrivalled global capabilities, expanded and enhanced this year through our acquisitions of Nobilas and NSN.
Market Drivers and Business Model
Despite the economic downturn, industry analysts expect the BPO market to continue to grow across all geographic areas. According to a Gartner report (July 2008) in the financial services industry this is forecast to be 10.5% compound annual growth rate (CAGR) which we expect to exceed.
With increasing competition and decreasing investment returns, insurance companies are looking to reduce overheads and are striving to improve risk management in the wake of recent financial pressures. Commercial challenges faced by insurers include the need to strengthen customer relationships and develop tailored and targeted products and services in the face of more exacting customer demands and increased competition. Pressure from regulators and rating agencies alike sees more focus on technology-enabled BPO to provide consistency, automation and improved quality.
Our combination of technology efficient BPO capability and specialist insurance knowledge offers clients flexibility, together with innovative new products, reduced cost, improved service and opportunities to enter new markets on a multinational basis.
Operational Review
Our excellent momentum from 2007 has led to good overall revenue growth in 2008. As pioneers of the combined BPO and software business model, our overall positioning is resulting in significant global demand and sustainable growth. This year it has brought us multi-million pound contract wins with blue-chip organisations across all areas of our business. In Europe we achieved revenue growth of 62% to £70.4m (2007: £43.4). In North America, revenue growth was up 4% to £26.5m (2007: £25.6m) despite contract delays and, building on the FNS acquisition, the Group has become established in the BPO market and is achieving significant customer wins. Good performances have also come from Asia Pacific, where our Australian business performed to expectations with revenue growth of 21% to £8.8m (2007: £7.3m). As a consequence of regional economic conditions, which affected consumer driven lines of business, our South African operations were flat at £34.2m (2007: £34.2m).
Key customer contracts
This year we have won some significant contracts and in the UK these include one in conjunction with IBM for a leading insurer, worth £4.7m over 2008 and 2009 and a five-year contract renewal with CIS General Insurance Limited (CISGIL) estimated to be worth £7m. Our UK subsidence division was recently awarded Best in Class in the service provider category at the RSA Supply Chain Collaboration Supplier Conference in the UK, while our UK motor services division has won two accident management awards for customer service.
New business developments in the US include a five-year contract with Avis Budget Group, a leading provider of vehicle rental services with operations in more than 70 countries, and an agreement worth $3m with Western Computer Services (WCSI) to deliver our technology solutions to Farm Bureaus in the United States. We have also signed an extended relationship with American Modern Insurance Group (AMIG).
Partnerships
Innovation Group has been selected as a component services provider for IBM's Insurance ISV ecosystem and insurance industry solutions. The intent is to offer a repeatable solution that is content rich, delivering high value to customers, while reducing delivery risk and lowering costs. A collaboration between Innovation Group and IBM to develop our core capabilities has led to the establishment of our Innovation Centre in India. We now have access to leading expertise and the massive worldwide IBM presence which should help us to expand our global reach.
Innovation has partnered with Symbility to create a mobile estimating capability for processing property claims.
One Company
We have completed the transition to a 'one company' culture evidenced by satisfied customers and staff. Project Enterprise, common forecasting business systems and the flattening of the Group organisation structure have all been launched in 2008. Going forward, our focus in 2009 will be predominantly short to medium term, delivering growth from existing and recently secured contracts, without making any material acquisitions or incurring further exceptional restructuring charges.
Investments
In 2008, we have made strategic cash investments, which we are confident will accelerate our growth and profitability into 2009 and beyond.
New Products
We have launched two new services in the US, Auto Claims Management and Property Claims Management, the latter of which expands our capability with a solution which provides mitigation and contractor services to the insurance industry, including a fully integrated, managed network of providers, along with end-to-end property solutions.
Additionally during the year we have invested £3.2m (2007: £3.1m) globally in software research and development, all of which has been expensed.
Project Enterprise
The implementation of our own common technology platform to support our global BPO business using our new Innovation Insurer software platform is continuing to meet all our expectations in terms of quality, timescales and budgets. When implemented across the Group, it will lead to significant operational efficiencies and flexibility. This will benefit both our customers, as well as our own operations and will be the most technically advanced solution in our sector. Innovation Insurer, a new release of our SOA based system is to be launched to the market in the Spring of 2009.
Acquisitions and integration
We have completed the acquisition and full integration of Nobilas over a nine-month period, which now provides us with new innovative BPO capabilities in France, Spain and Benelux. In Germany and the UK, Nobilas is now operating successfully within the Innovation Group Motor Services Division.
In the UK, the acquisition and successful integration over a 120-day period of NSN, the largest centrally controlled network of independent maintenance and repair garages in the UK, has helped us provide a compelling proposition to our customers. NSN has in excess of 25 customers including LeasePlan, the world's largest vehicle management and leasing provider. We were recently awarded a platinum score for managing LeasePlan's network of garages and a gold score for their Service Booking Line.
In the US we integrated FNS, Sureplan and Nobilas US into one single BPO business. With these complex steps completed, our US region is now well established as a single integrated business, fully prepared for the volume ramp up in 2009 from recently signed contracts.
Risks and uncertainties
The Board monitors the risk factors faced by the business and takes appropriate action to mitigate them where possible. As with any company, risk may affect the Group, its results and the Board's ability to deliver strategy.
Key risks and uncertainties include:
In addition to the above, in common with all companies, the Group is exposed to uncertainty in the global economy as evidenced by the recent market turmoil.
Summary
2008 has been a challenging year for our business as our ambitious operating model coincided with unprecedented macro economic turbulence.
We are disappointed with the reduction in adjusted profit levels, but are encouraged by the revenue growth which was driven by demand for our products and services from both new and existing clients.
We have been integrating strategic acquisitions, adapting the corporate structure to create a unified company and investing in new products, all against the backdrop of this economic turmoil.
We have re-financed our debt, turned around a first half operating cash outflow to a full year operating cash inflow and significantly cut back on acquisitions. We also carried out a restructuring exercise at the end of the year to lower the cost run rate.
Our combined software and BPO offering is building strong momentum both in Europe and the US and we see volumes building rapidly as we move into 2009. Whilst the outlook for the global economy remains uncertain, it is clear to us that our insurance industry customers remain very sharply focused on saving costs and improving efficiencies.
Our opportunity pipeline and recurring revenues remain strong. This gives the Board confidence in the significant long term growth prospects for our business.
Hassan Sadiq
Chief Executive Officer
Finance Director's Review
Financial Overview
Total revenues for the year are £139.9m (2007: £110.5m) an increase of 27%. Revenue from recurring transaction streams represent 84% (2007: 77%). Organic growth was 15.2% (2007: 10.5% restated). Adjusted profit is £10.1m (2007: £16.1m), down 37%. The loss before tax was £3.8m (2007: profit £10.4m) and adjusted earnings per share is 0.52 pence (2007: 1.93 pence) with basic loss per share 1.06 pence (2007 earnings: 1.17 pence).
The Group's gross margin was 42% (2007: 47%) whilst adjusted margin was 7% (2007: 15%). The reduction in profitability reflects increased investment into BPO capacity, new products in the US, a customer contract settlement, acquisition integration costs, and trading losses in Poland. As in prior years the 2008 result was weighted towards the second half of the year which generated adjusted profit of £6.1m (2007: £10.0m).
Adjusted profit is (loss)/profit before tax after adding back amortisation on acquired intangible assets of £3.4m (2007: £2.9m), impairment of £1.2m (2007: £1.2m), share based payments charge of £2.5m (2007: £1.4m), utilisation of pre-acquisition brought forward tax losses of £0.5m (2007: £0.2m) and exceptional costs of £6.3m (2007: Nil). Included within exceptional costs are £2.6m in respect of the Nobilas acquisition, staff restructuring costs of £1.2m and £2.5m arising from the restructuring of offshore facilities in South Africa and the closure of the Polish operation.
Organic revenue growth for 2008 at 15.2% was ahead of the 2007 figure of 10.5% using consistent definitions. In calculating organic revenue growth, revenues from acquisitions in the current year are excluded. In the comparator year, revenues from the prior year acquisitions are adjusted to reflect a full year of revenue.
In line with our strategic shift to a recurring revenue model, there has been a 37% increase in our recurring revenues to £116.8m (2007: £85.0m). Recurring revenues being outsourcing revenues plus recurring licences and maintenance now represent 84% (2007: 77%) of total revenues.
Key Indicators
|
2008 |
2007 |
Organic revenue growth |
15.2% |
10.5% |
Outsourcing revenues |
77% |
68% |
Recurring revenues |
84% |
77% |
Software revenues |
16% |
23% |
Gross margin |
42% |
47% |
Segment Information
In the Outsourcing segment, revenues were £107.4m (2007: £75.4m), an increase of 42%, reflecting the impact of both organic growth and acquisitions. Nobilas and NSN contributed £7.9m and £0.8m to revenues respectively. Adjusted segment profit was £4.4m (2007: £11.4m) and represents 44% (2007: 71%) of Group adjusted profit.
Software revenues were £32.5m (2007: £35.1m) which is a reduction of 7%. Our software segment now represents 23% of Group revenue (2007: 32%). One-time licence fees increased by £2.9m to £6.6m largely as a result of the UK technology win with IBM. Adjusted segment profit was £5.7m (2007: £4.7m) and represents 56% (2007: 29%) of Group adjusted profit.
Foreign Currencies
The Group undertakes operations on a global basis and the results for the year are subject to movements in exchange rates. The Group has a policy of not hedging translation movements that arise either positive or negative, although all material transactions are hedged at the point they become more than likely to occur. In contrast to 2007, the impact of foreign currency movements on revenue and profit in the year was not material.
Taxation
The Group tax charge is £1.3m (2007: £2.3m). The Group's effective tax rate, being the tax charge prior to deferred tax on IFRS acquired intangibles of £0.8m (2007: £0.9m), expressed as a percentage of adjusted profit remains at 20% (2007: 20%). The Group continues to carry forward significant tax losses in certain UK and US entities. The forecast effective tax rate for 2009 is expected to be in the range of 22%-27%.
Investment activity
In December 2007 the Group acquired certain business and assets of Nobilas Claims and Fleet solutions from Akzo Nobel for €0.85m (£0.6m) cash excluding working capital adjustments. Our 2008 results reflect nine months of activity from Nobilas which incurred a statutory loss of £3.2m.
In June 2008 the Group acquired a 100% equity interest in NSN Holdings Ltd the largest UK centrally controlled network of independent maintenance and repair garages from management, Aftermarket UK limited and South East Growth Fund Managers, for an initial consideration of £1.1m excluding acquisition costs. In addition, there is contingent deferred consideration payable, details of which are given in note 7.
In May 2008 the Group acquired for cash, Choice Certified Contractors, a US provider of property contracting services from management for $0.7m (£0.4m). The goodwill arising on this acquisition has been impaired although the underlying business model has been retained.
Cash flow and capital management
The Group had a strong net cash position at year end which reflects a combination of tighter working capital management throughout the second half and delayed supplier payments in September. During the year we successfully refinanced long term debt and secured a new revolving credit facility. The net cash balance at the year end was £10.7m (2007: £16.9m). The operating cash inflow of £12.1m (2007: £15.2m) reflects operating losses of £4.2m (2007: profit £8.6m) adjusted for non-cash items, taxation and a working capital increase.
Investment expenditure, net of interest received of £2.0m (2007: £1.8m), was £8.2m (2007: £42.7m). This includes net fixed asset additions of £7.5m (2007: £2.8m) and acquisition related expenditure of £2.7m (2007: £41.6m). Included within fixed asset expenditure is £4.3m (2007: £0.5m) relating to Project Enterprise.
Financing cash out/inflows of £9.2m (2007: £45.3m) includes net repayment of borrowings of £4.0m (2007: £9.9m new debt) and parent company dividend payments of £2.9m (2007: £nil).
Overall cash and cash equivalents decreased by £5.1m (2007 increase: £20.8m) and after reflecting opening cash of £39.8m (2007: £19.0m), adjusted for the effect of exchange rates, resulted in closing cash of £34.7m. Included in closing cash is £6.0m (2007: £7.9m) of balances held in Innovation bank accounts for which there is a corresponding balance sheet liability for the settlement of future claims.
In 2008, operating cash conversion was 120% (2007: 95%) of adjusted profit. This includes timing differences on working capital and taxation payments. Accordingly in 2009, the Group anticipates an operating cash outflow for the first half, and a modest cash inflow for the full year.
Project Enterprise
In 2007 we commenced Project Enterprise to implement Innovation Insurer technology within our own global outsourcing businesses. These costs have continued to be capitalised and will be amortised over the useful life when available for use. Included in intangible fixed assets is an amount of £4.8m (2007: £0.5m).
Jane Hall
Acting Group Finance Director
The Innovation Group plc
Consolidated Income Statement
For the year ended 30 September 2008
2008 |
2007 |
|||
Note |
£'000 |
£'000 |
||
Revenue |
2 |
139,859 |
110,466 |
|
Cost of sales |
(81,356) |
(58,662) |
||
Gross profit |
58,503 |
51,804 |
||
Administrative expenses excluding exceptional costs |
(56,505) |
(43,206) |
||
Exceptional costs |
3 |
(6,246) |
- |
|
Administrative expenses |
(62,751) |
(43,206) |
||
Operating (loss)/profit |
(4,248) |
8,598 |
||
Finance income |
2,166 |
2,090 |
||
Finance costs |
(2,271) |
(1,240) |
||
Share of profit of associate |
570 |
953 |
||
(Loss)/profit before tax |
2 |
(3,783) |
10,401 |
|
UK income tax credit |
2,174 |
178 |
||
Overseas income tax expense |
(3,462) |
(2,510) |
||
Total tax expense |
4 |
(1,288) |
(2,332) |
|
(Loss)/profit for the year |
(5,071) |
8,069 |
||
Attributable to: |
||||
Equity holders of the parent |
(6,831) |
7,161 |
||
Minority interests |
1,760 |
908 |
||
(5,071) |
8,069 |
|||
Adjusted profit: |
||||
(Loss)/profit before tax |
(3,783) |
10,401 |
||
Amortisation of acquired intangible assets |
3,403 |
2,877 |
||
Exceptional costs |
6,246 |
- |
||
Impairment of goodwill and investments |
1,228 |
1,119 |
||
Share based payments |
2,520 |
1,464 |
||
Utilisation of pre-acquisition brought forward tax losses |
451 |
191 |
||
Adjusted profit for the year |
2 |
10,065 |
16,052 |
|
Earnings per share (pence) |
||||
Basic |
5 |
(1.06) |
1.17 |
|
Diluted |
5 |
(1.06) |
1.14 |
|
Adjusted |
5 |
0.52 |
1.93 |
|
Adjusted diluted |
5 |
0.51 |
1.90 |
|
All amounts relate to continuing operations. |
Dividends paid or authorised are shown in the consolidated statement of changes in equity.
The Innovation Group plc
Balance Sheet
At 30 September 2008
|
30 September
|
|
30 September
|
|
|
|
2008
|
|
2007
|
|
Note
|
£’000
|
|
£’000
|
ASSETS
|
|
|
|
|
Non current assets
|
|
|
|
|
Property, plant and equipment
|
|
14,069
|
|
13,045
|
Goodwill
|
|
77,846
|
|
70,575
|
Other intangible assets
|
|
19,558
|
|
16,886
|
Investments accounted for using the equity method
|
|
1,641
|
|
1,609
|
Financial assets
|
|
530
|
|
301
|
Deferred tax assets
|
|
2,316
|
|
730
|
|
|
115,960
|
|
103,146
|
Current assets
|
|
|
|
|
Trade and other receivables
|
8
|
44,072
|
|
28,197
|
Prepayments
|
|
3,292
|
|
2,344
|
Other financial assets
|
|
262
|
|
245
|
Cash and cash equivalents
|
|
34,749
|
|
39,826
|
|
|
82,375
|
|
70,612
|
TOTAL ASSETS
|
2
|
198,335
|
|
173,758
|
|
|
|
|
|
EQUITY AND LIABILITIES
|
|
|
|
|
Attributable to equity holders of the parent
|
|
|
|
|
Equity share capital
|
|
13,000
|
|
12,877
|
Share premium
|
|
37,717
|
|
36,034
|
Merger reserve
|
|
2,121
|
|
2,121
|
Foreign currency translation
|
|
447
|
|
(290)
|
Put option reserve
|
|
(2,225)
|
|
(2,225)
|
Retained earnings
|
|
37,834
|
|
45,052
|
|
|
88,894
|
|
93,569
|
Minority interests
|
|
2,422
|
|
1,527
|
TOTAL EQUITY
|
|
91,316
|
|
95,096
|
|
|
|
|
|
Non current liabilities
|
|
|
|
|
Trade and other payables
|
9
|
266
|
|
1,719
|
Deferred income
|
|
1,320
|
|
5,841
|
Interest bearing loans and borrowings
|
10
|
16,127
|
|
17,876
|
Deferred tax liabilities
|
|
4,223
|
|
4,996
|
Provisions
|
|
1,033
|
|
486
|
|
|
22,969
|
|
30,918
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
9
|
58,680
|
|
20,952
|
Deferred income
|
|
9,849
|
|
15,978
|
Interest bearing loans and borrowings
|
10
|
7,925
|
|
5,066
|
Income tax payable
|
|
2,881
|
|
3,321
|
Provisions
|
|
4,715
|
|
2,427
|
|
|
84,050
|
|
47,744
|
|
|
|
|
|
TOTAL LIABILITIES
|
2
|
107,019
|
|
78,662
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITES
|
|
198,335
|
|
173,758
|
The results were approved by the Board of Directors on 2 December 2008.
The Innovation Group plc
Consolidated statement of changes in shareholders equity
At 30 September 20
Attributable to equity holders of the parent
Issued Capital |
Share premium |
Merger reserve |
Retained earnings |
Translation reserves |
Put Option reserve |
Total |
Minority interest |
Total equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 1 October 2006 |
9,030 |
2,706 |
561 |
36,427 |
(2,523) |
- |
46,201 |
795 |
46,996 |
Currency translation differences on foreign currency intangibles |
- |
- |
- |
- |
1,313 |
- |
1,313 |
- |
1,313 |
Currency translation differences on net investments including loans to foreign subsidiaries |
- |
- |
- |
- |
920 |
- |
920 |
(22) |
898 |
Total income and expense for the year recognised directly in equity |
- |
- |
- |
- |
2,233 |
- |
2,233 |
(22) |
2,211 |
Profit for the year |
- |
- |
- |
7,161 |
- |
- |
7,161 |
908 |
8,069 |
Total income and expense for the year |
- |
- |
- |
7,161 |
2,233 |
- |
9,394 |
886 |
10,280 |
Fair value of put option |
- |
- |
- |
- |
- |
(2,225) |
(2,225) |
- |
(2,225) |
Dividends (note 6) |
- |
- |
- |
- |
- |
- |
- |
(562) |
(562) |
Issue of share capital |
3,847 |
35,674 |
1,560 |
- |
- |
- |
41,081 |
- |
41,081 |
Share issue costs |
- |
(2,346) |
- |
- |
- |
- |
(2,346) |
- |
(2,346) |
Share based payments |
- |
- |
- |
1,464 |
- |
- |
1,464 |
- |
1,464 |
Minority interest acquired with subsidiary |
- |
- |
- |
- |
- |
- |
- |
408 |
408 |
At 30 September 2007 |
12,877 |
36,034 |
2,121 |
45,052 |
(290) |
(2,225) |
93,569 |
1,527 |
95,096 |
Currency translation differences on foreign currency intangibles |
- |
- |
- |
- |
2,136 |
- |
2,136 |
- |
2,136 |
Currency translation differences on net investments including loans to foreign subsidiaries |
- |
- |
- |
- |
(1,399) |
- |
(1,399) |
(180) |
(1,579) |
Total income and expense for the year recognised directly in equity |
- |
- |
- |
- |
737 |
- |
737 |
(180) |
557 |
Loss for the year |
- |
- |
- |
(6,831) |
- |
- |
(6,831) |
1,760 |
(5,071) |
Total income and expense for the year |
- |
- |
- |
(6,831) |
737 |
- |
(6,094) |
1,580 |
(4,514) |
Dividends (note 6) |
- |
- |
- |
(2,907) |
- |
- |
(2,907) |
(685) |
(3,592) |
Issue of share capital |
123 |
1,683 |
- |
- |
- |
- |
1,806 |
- |
1,806 |
Share based payments |
- |
- |
- |
2,520 |
- |
- |
2,520 |
- |
2,520 |
At 30 September 2008 |
13,000 |
37,717 |
2,121 |
37,834 |
447 |
(2,225) |
88,894 |
2,422 |
91,316 |
The Innovation Group plc
Consolidated Cash Flow Statement
For the year ended 30 September 2008
Year to |
Year to |
||
30 September |
30 September |
||
2008 |
2007 |
||
£'000 |
£'000 |
||
Cash flows from operating activities |
|||
Group operating (loss)/profit |
(4,248) |
8,598 |
|
Adjustments to reconcile group operating profit to net cash inflows from operating activities |
|||
Depreciation of property, plant and equipment |
2,979 |
2,124 |
|
Profit/(loss) on disposal of property, plant and equipment |
28 |
(25) |
|
Amortisation of intangible assets |
3,602 |
3,033 |
|
Impairment of goodwill and financial assets |
1,228 |
1,119 |
|
Share based payments |
2,520 |
1,464 |
|
Share of profit from associate |
570 |
- |
|
Utilisation of pre-acquisition brought forward tax losses |
451 |
191 |
|
Increase in receivables |
(2,854) |
(6,463) |
|
Increase in payables |
12,245 |
7,899 |
|
Income taxes paid |
(4,397) |
(2,750) |
|
Net cash flows from operating activities |
12,124 |
15,190 |
|
Cash flows from investing activities |
|||
Sale of property, plant and equipment |
72 |
369 |
|
Purchases of tangible and intangible assets |
(7,562) |
(3,166) |
|
Payment of deferred consideration |
(7,642) |
(1,430) |
|
Purchase of subsidiary undertakings |
- |
(41,854) |
|
Cash acquired with subsidiaries |
5,168 |
1,725 |
|
Purchase of associated undertaking |
- |
(519) |
|
Purchase of fixed asset investments |
(240) |
(254) |
|
Sale of current asset investment |
- |
685 |
|
Interest received |
2,024 |
1,792 |
|
Net cash flows from investing activities |
(8,180) |
(42,652) |
|
Cash flows from financing activities |
|||
Interest paid |
(2,098) |
(1,206) |
|
Dividend paid to minorities |
(283) |
(523) |
|
Dividends paid to shareholders |
`(2,907) |
- |
|
Repayment of borrowings |
(17,416) |
(4,026) |
|
New bank loans |
14,000 |
14,794 |
|
Repayment of capital element of finance leases |
(568) |
(853) |
|
Proceeds from issue of shares |
37 |
37,112 |
|
Net cash flows from financing activities |
(9,235) |
45,298 |
|
Net (decrease)/increase in cash and cash equivalents |
(5,291) |
17,836 |
|
Cash and cash equivalents at beginning of year |
39,826 |
18,999 |
|
Effect of exchange rates on cash and cash equivalents |
214 |
2,991 |
|
Cash and cash equivalents at the year end |
34,749 |
39,826 |
Cash and cash equivalents include £6,034,000 (2007: £7,873,000) representing amounts due to repairers and funds held to settle future maintenance claims as part of the normal administration of the outsourcing businesses. An equal amount representing the liability to the third parties involved is included as part of the Group's current and long term liabilities.
Cash held and available for use within the business in our South African operation of £4,903,000 (2007: £4,853,000) 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 2008
1. BASIS OF PREPARATION
The preliminary announcement was approved by the Board of Directors on 2 December 2008.
The financial information set out in this announcement does not constitute the Group's financial statements as defined by s240 of the Companies Act 1985 for the years ended 30 September 2008 or 2007. The results for the years ended 30 September 2008 and 2007 are extracted from the audited accounts of The Innovation Group plc, on which the auditors have issued an unqualified opinion which did not contain a statement under s237 (2) or (3) of the Companies Act 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 2007 have been delivered to the Registrar of Companies. The Annual Report for the year ended 30 September 2008 will be mailed to shareholders in January 2009 and will be delivered to the Registrar of Companies following the Annual General Meeting which will be held in March 2009 at the Company's office at Yarmouth House, 1300 Parkway, Solent Business Park, Whiteley, Hampshire, PO15 7AE.
2. SEGMENT INFORMATION
The Group operates within into two primary reporting segments, namely Outsourcing and Software. These are the Group's primary reporting format for segment information. Secondary segment information is reported geographically.
Primary basis - business segments
Year ended 30 September 2008
Outsourcing |
Software |
Total |
|||
£'000 |
£'000 |
£'000 |
|||
External segment revenue |
107,433 |
32,426 |
139,859 |
||
Segment results |
(8,339) |
4,091 |
(4,248) |
||
Finance revenue |
1,696 |
470 |
2,166 |
||
Finance costs |
(1,668) |
(603) |
(2,271) |
||
Share of profit of associate |
570 |
- |
570 |
||
(Loss)/profit before tax |
(7,741) |
3,958 |
(3,783) |
||
Tax expense |
(1,288) |
||||
Loss after tax (before minority interest) |
(5,071) |
||||
Adjusted profit |
|||||
(Loss)/profit before tax |
(7,741) |
3,958 |
(3,783) |
||
Amortisation of intangible assets |
3,306 |
97 |
3,403 |
||
Exceptional costs |
6,078 |
168 |
6,246 |
||
Impairment of goodwill and investments |
1,228 |
- |
1,228 |
||
Share based payments |
1,099 |
1,421 |
2,520 |
||
Utilisation of pre-acquisition brought forward tax losses |
451 |
- |
451 |
||
4,421 |
5,644 |
10,065 |
|||
Assets and liabilities |
|||||
Segment assets |
144,447 |
49,139 |
193,586 |
||
Unallocated assets |
4,749 |
||||
198,335 |
|||||
Segment liabilities |
58,222 |
17,641 |
75,863 |
||
Unallocated liabilities |
31,156 |
||||
107,019 |
|||||
Other segment information |
|||||
Capital expenditure: |
|||||
Property, plant and equipment |
2,481 |
1,559 |
4,040 |
||
Intangible fixed assets |
9,415 |
4,288 |
13,703 |
||
Depreciation |
2,189 |
790 |
2,979 |
||
Amortisation and impairment |
4,725 |
105 |
4,830 |
Central costs have been allocated on a 75:25 (2007: 75:25) basis between outsourcing and software.
Unallocated assets comprise fixed asset and current asset investments and deferred tax assets. Unallocated liabilities include interest bearing loans and borrowings and taxation creditors.
Primary basis - business segments
Year ended 30 September 2007
Outsourcing |
Software |
Total |
|||
£'000 |
£'000 |
£'000 |
|||
External segment revenue |
75,411 |
35,055 |
110,466 |
||
Segment results |
4,969 |
3,629 |
8,598 |
||
Finance revenue |
1,507 |
583 |
2,090 |
||
Finance costs |
(625) |
(615) |
(1,240) |
||
Share of profit of associate |
953 |
- |
953 |
||
Profit before tax |
6,804 |
3,597 |
10,401 |
||
Tax expense |
(2,332) |
||||
Profit after tax (before minority interest) |
8,069 |
||||
Adjusted profit |
|||||
Profit before tax |
6,804 |
3,597 |
10,401 |
||
Amortisation of intangible assets |
2,789 |
88 |
2,877 |
||
Impairment of goodwill and investments |
1,119 |
- |
1,119 |
||
Share based payments |
477 |
987 |
1,464 |
||
Utilisation of pre-acquisition brought forward tax losses |
191 |
- |
191 |
||
11,380 |
4,672 |
16,052 |
|||
Assets and liabilities |
|||||
Segment assets |
112,008 |
58,864 |
170,872 |
||
Unallocated assets |
2,886 |
||||
173,758 |
|||||
Segment liabilities |
34,426 |
12,977 |
47,403 |
||
Unallocated liabilities |
31,259 |
||||
78,662 |
|||||
Other segment information |
|||||
Capital expenditure: |
|||||
Property, plant and equipment |
3,084 |
1,970 |
5,054 |
||
Intangible fixed assets |
44,821 |
4,758 |
49,579 |
||
Depreciation |
879 |
1,245 |
2,124 |
||
Amortisation and impairment |
4,058 |
94 |
4,152 |
Unallocated assets comprise fixed asset investments and deferred tax assets. Unallocated liabilities include interest bearing loans and borrowings and taxation creditors.
Secondary format - geographical segments
The following table presents an analysis of revenue and an analysis of the carrying amount of segment assets and capital expenditure by the geographical area in which those assets are located.
Revenue by origin and destination |
2008 |
2007 |
|
£'000 |
£'000 |
||
Africa |
34,239 |
34,165 |
|
Europe |
70,403 |
43,427 |
|
Americas |
26,444 |
25,596 |
|
Asia Pacific |
8,773 |
7,278 |
|
139,859 |
110,466 |
Segment assets |
2008 |
2007 |
|
£'000 |
£'000 |
||
Africa |
19,932 |
29,668 |
|
Europe |
109,138 |
77,810 |
|
Americas |
57,622 |
55,940 |
|
Asia Pacific |
6,894 |
7,454 |
|
193,586 |
170,872 |
||
Unallocated assets |
4,749 |
2,886 |
|
198,335 |
173,758 |
Capital expenditure - property, plant and equipment |
2008 |
2007 |
|
£'000 |
£'000 |
||
Africa |
684 |
1,545 |
|
Europe |
1,987 |
1,879 |
|
Americas |
1,092 |
1,369 |
|
Asia Pacific |
277 |
261 |
|
4,040 |
5,054 |
Capital expenditure - intangibles and goodwill |
2008 |
2007 |
|
£'000 |
£'000 |
||
Africa |
- |
4,521 |
|
Europe |
13,112 |
6,099 |
|
Americas |
543 |
38,569 |
|
Asia Pacific |
48 |
390 |
|
13,703 |
49,579 |
The following table provides disclosure of the Group's revenue analysed by the type of service. All revenue relates to services
Revenue by type of service |
2008 |
2007 |
|
£'000 |
£'000 |
||
Outsourcing |
107,433 |
75,411 |
|
Software |
|||
Licence |
6,566 |
3,669 |
|
Solution delivery |
16,453 |
21,797 |
|
Licence rental |
3,595 |
3,642 |
|
Maintenance |
2,546 |
2,529 |
|
Hosting and bureau services |
3,266 |
3,418 |
|
32,426 |
35,055 |
||
Total revenue |
139,859 |
110,466 |
3. EXCEPTIONAL COSTS
2008 |
2007 |
||
£'000 |
£'000 |
||
Nobilas restructuring costs |
2,572 |
- |
|
Other restructuring costs |
3,028 |
- |
|
Poland closure costs |
646 |
- |
|
6,246 |
- |
4. TAXATION
2008 |
2007 |
||
£'000 |
£'000 |
||
Current tax expense |
|||
UK corporation tax |
(19) |
(178) |
|
Foreign tax |
3,938 |
3,090 |
|
Current tax on income in the year |
3,919 |
2,912 |
|
Adjustments in respect of prior years |
(232) |
141 |
|
Total current tax |
3,687 |
3,053 |
|
Deferred taxation |
|||
Original and reversal of UK temporary differences |
(689) |
- |
|
Previously unrecognised tax losses and other temporary differences |
(1,466) |
- |
|
Original and reversal of temporary differences |
(244) |
(721) |
|
Total deferred tax credit |
(2,399) |
(721) |
|
Total income tax in the income statement |
1,288 |
2,332 |
|
2008 £'000 |
2007 £'000 |
||
Reconciliation of total tax charge |
|||
Group (loss)/ profit before tax |
(3,783) |
10,401 |
|
Income tax using UK corporation tax rate of 29% (2007: 30%) |
(1,097) |
3,120 |
|
Tax effects of: |
|||
Permanent differences |
541 |
(294) |
|
Goodwill impairment |
356 |
336 |
|
Non-taxable income |
(168) |
(571) |
|
Rate differences on overseas earnings |
(62) |
557 |
|
Current year tax losses, no deferred tax recognised |
2,427 |
1,141 |
|
Previously unrecognised tax losses and other temporary differences |
(1,466) |
- |
|
Temporary differences |
1,181 |
212 |
|
Utilisation of brought forward tax losses |
(1,129) |
(2,607) |
|
Share based payments |
705 |
438 |
|
Total income tax expense |
1,288 |
2,332 |
5. EARNINGS PER SHARE
2008 |
2007 |
||
pence |
pence |
||
Basic earnings per share |
(1.06) |
1.17 |
|
Adjustment for dilutive potential ordinary shares |
|||
- add share options |
(0.03) |
||
Diluted earnings per share |
(1.06) |
1.14 |
|
Basic earnings per share |
(1.06) |
1.17 |
|
Adjustments |
|||
- amortisation |
0.53 |
0.48 |
|
- impairment of assets |
0.19 |
0.18 |
|
- exceptional costs |
0.96 |
- |
|
- share based payments |
0.39 |
0.24 |
|
- utilisation of pre-acquisition brought forward tax losses |
0.07 |
0.03 |
|
- tax effect of the above |
(0.56) |
(0.17) |
|
Adjusted basic earnings per share |
0.52 |
1.93 |
|
Adjustment for dilutive potential ordinary shares |
(0.01) |
(0.03) |
|
Adjusted diluted earnings per share |
0.51 |
1.90 |
Number of shares (thousand) |
2008 |
2007 |
|
Average number of shares in issue used to calculate basic, diluted and adjusted basic earnings per share |
646,847 |
612,449 |
|
Dilutive potential ordinary shares |
|||
- add share options |
18,339 |
12,632 |
|
Shares used to calculate diluted and adjusted diluted earnings per share |
665,186 |
625,081 |
|
Basic and diluted earnings (£'000) |
2008 |
2007 |
|
Basic and diluted earnings for the year |
(6,831) |
7,161 |
|
- add amortisation |
3,403 |
2,877 |
|
- add impairment of assets |
1,228 |
1,119 |
|
- add share based payments |
2,520 |
1,464 |
|
- exceptional costs |
6,246 |
- |
|
- add utilisation of pre-acquisition brought forward tax losses |
451 |
191 |
|
- less tax effect of the above |
(3,605) |
(1,054) |
|
Adjusted and adjusted diluted earnings for the year |
3,412 |
11,758 |
At 30 September 2008 there were 650,018,142 shares in issue (2007: 643,837,477).
6. DIVIDENDS
2008 £'000 |
2007 £'000 |
||
Declared and paid during the year |
|||
The Innovation Group PLC |
|||
Equity dividends on ordinary shares |
|||
Final dividend of 0.3p per share for 2007 (2006: nil) |
1,932 |
- |
|
Interim dividend of 0.15p per share for 2008 (2007: nil) |
975 |
- |
|
2,907 |
- |
||
Equity dividends on ordinary shares paid to minority shareholders: |
|||
Travest Investments (PTY) Limited |
|||
Interim dividend for 2008: 76,000 South African Rand per share (2007: nil) |
197 |
- |
|
Final dividend for 2008: 105,545 South African Rand per share (2007: nil) |
274 |
- |
|
Travel Insurance Consultancy (Pty) Limited |
|||
Interim dividend for 2008: 45,000 South African Rand per share (2007:nil) |
86 |
- |
|
Final dividend for 2008: 67,500 South African Rand per share (2007: nil) |
128 |
- |
|
Holmswood and Back and Manson |
|||
Final dividend for 2008: nil (2007: 4,500 Rand per share) |
- |
148 |
|
685 |
148 |
||
Approved by shareholders at the subsidiaries AGM |
|||
TiG - Netsol Pvt Limited - nil (2007: 33.26 Pakistan Rupees per share) |
- |
414 |
7. INTANGIBLE ASSETS
On 3 December 2007, the group acquired certain businesses and assets of Nobilas Claims and Fleet Solutions for a total cash consideration, including acquisition costs of £5,962,000. This includes £600,000 for the acquisition, £3,196,000 for working capital acquired and £2,166,000 acquisition costs. The investment has been included in the balance sheet at its fair value at the date of acquisition. This resulted in the creation of goodwill and separately identifiable intangible assets of £2,427,000 and £127,000 respectively. The acquisition is attributable to the outsourcing segment of the group. From the date of acquisition the Nobilas European based group has contributed a loss of £3,218,000 (£1,858,000 of which is within the statutory Nobilas European group and £1,360,000 has been incurred within a fellow subsidiary relating to Nobilas head office costs) to the loss before tax of the group. Included within this loss is an exceptional charge of £983,000. The European based group has contributed £7,947,000 to revenue. The revenue and loss information is not available for the Nobilas US operations as this business has been immediately integrated into other US BPO operations. However, pre integration restructuring costs have resulted in an exceptional charge of £1,589,000 in the US.
On 10 June 2008 the group acquired 100% of the share capital of National Service Network Limited for a total cash consideration, including acquisition costs of £1,276,000. In addition to the cash consideration already paid there exists a deferred consideration payment based on the performance of the company over the period to 30 September 2012. The earn-out is subject to a maximum of £5.75m. The investment has been included in the balance sheet at its fair value date of acquisition. This resulted in the creation of goodwill and separately identifiable intangible assets of £5,600,000 and £387,000 respectively. The acquisition is attributable to the outsourcing segment of the group. From the date of acquisition the company has contributed a loss of £197,000 to the loss before tax of the group and £817,000 to its revenues.
8. TRADE AND OTHER RECEIVABLES
2008 |
2007 |
||
£'000 |
£'000 |
||
Trade receivables |
30,309 |
16,795 |
|
Other debtors |
2,821 |
3,146 |
|
Accrued income |
10,942 |
8,256 |
|
44,072 |
28,197 |
All amounts are due within one year.
9. TRADE AND OTHER PAYABLES
2008 |
2007 |
||
£'000 |
£'000 |
||
Current |
|||
Trade payables |
27,982 |
5,662 |
|
Other payables |
17,418 |
5,303 |
|
Accruals |
9,512 |
7,382 |
|
Proposed dividend |
397 |
448 |
|
Social security and other taxes |
3,371 |
2,157 |
|
58,680 |
20,952 |
||
Non current |
|||
Other payables |
266 |
1,719 |
10. INTEREST BEARING LOANS AND BORROWINGS
2008 |
2007 |
||
£'000 |
£'000 |
||
Current |
|||
Bank loans |
7,011 |
3,293 |
|
Other loans |
- |
1,148 |
|
Obligations under finance leases and hire purchase agreements |
914 |
625 |
|
7,925 |
5,066 |
||
Non current |
|||
Bank loans |
15,394 |
14,820 |
|
Other loans |
- |
2,004 |
|
Obligations under finance leases and hire purchase agreements |
733 |
1,052 |
|
16,127 |
17,876 |
Responsibility Statement by the Management Board
To the best of our knowledge, and in accordance with the applicable reporting principles for financial reporting, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group, and the management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities, risks and uncertainties associated with the expected development of the Group.
Hassan Sadiq |
Chief Executive |
Geoff Squire |
Non-Executive Chairman |
Chris Banks |
Non-Executive Director |
David Thorpe |
Non-Executive Director |
Kurt Lauk |
Non-Executive Director |
James Morley |
Non-Executive Director |
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