30th Apr 2014 07:01
30th April 2014
STYLES & WOOD GROUP PLC
("Styles&Wood" or the "Group")
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2013
Styles & Wood Group plc, the integrated property services and project delivery specialist announces its preliminary results for the year ended 31 December 2013.
Financial Highlights
· Revenue at £94.0m (2012: £97.9m)
· Operating profit at £1.2m (2012: £2.3.m)
· Underlying* profit before tax at £0.7m (2012: £2.0m)
· (Loss)/Profit before tax £(0.5m) (2012: £0.8m)
· (Loss)/ Earnings per share at (1.2p) (2012: 0.5p)
· Order book at year end of £66.5m (2012: £61.9m)
1underlying profit is before charging non-recurring items and preference share accounting
Operational Highlights
· Banking Frameworks: extensions secured of between two and four years with each of our three blue chip high street banking customers. New framework success with national remit for the Post Office for estate enhancements and property improvements
· Public Sector: remodelling of Barnsley Accident and Emergency department recognised as best in class, major refurbishment project secured for the Royal Northern College of Music
· Energy: new solar Photovoltaic panel array designed, installed and commissioned to the roof of Booths Supermarkets distribution centre
· Business Systems: iSite recognised as an award winner in the field of innovation by the British Institute of Facilities Management, this award positions Styles&Wood at the forefront of best practice in the property support services arena
· Retail:strategic relationships now delivering workload through allocation with Tesco, Waitrose and Lidl, on site with a fifth consecutive project for one of the UK's leading luxury brands
· International: new management team established for our Joint Venture with Dutco in Dubai. The business is now well positioned to capitalise on the improved market outlook for the region.
Stock Exchange Listing
· The Board, after consultation with major shareholders and advisors, has decided to seek shareholder approval for a transfer of the listing of the Ordinary Shares from the Official List to the Alternative Investment Market ("AiM") of The London Stock Exchange.
Board Changes
· Jim Martin, Chairman, to retire following Company's move to AiM, to be succeeded by Paul Mitchell with Robert Hough continuing as Senior Non-Executive Director.
Tony Lenehan, CEO of Styles & Wood Group plc, said:
"While the volatility and uncertainty in our markets during the first half of the year had a negative impact on full year trading, I am pleased to report a much stronger profit and cash performance in the second half. This improvement was due to the success of our diversification strategy and assisted by the first signs of growth in the construction sector for a number of years.
"We have continued to invest in the future in order to build capacity for growth, with positive references now established in our new strategic sectors. I am confident that we now have a strong platform in place to further enhance the Group's service line range and selectively develop interests in other strategic segments. Our performance during the second half along with the opening order book for 2014, which is tracking ahead of last year, provides positive indicators for future growth potential.
"The proposed move to AiM is considered by the Board to be more appropriate for the Group and in the best interests of the Shareholders in potentially providing a greater degree of corporate flexibility and a more attractive proposition for investors.
"After a number of years of valued and constructive contribution to the Board, Jim Martin will be retiring. I am delighted to report that Paul Mitchell has accepted the Board's invitation to become Chairman and that Robert Hough will continue as Senior Non-Executive Director."
Enquiries:
Styles & Wood Group plc Tony Lenehan, Chief Executive Officer Philip Lanigan, Group Finance Director
| Tel 0161 926 6000 |
Shore Capital Pascal Keane/ Edward Mansfield
| Tel 0207 408 4090 |
FTI Consulting Oliver Winters/ Georgina Goodhew
| Tel 0203 727 1000 |
CHAIRMAN'S STATEMENT
"Our core capabilities align well with the needs and requirements of our customers in the strategic sectors within which we operate."
Revenue for the year is £94.0m against £97.9m last year with underlying Profit before Tax of £0.7m compared with £2.0m in 2012. All of this shortfall in profit arose in the first half of the year due mainly to a further contraction in the construction industry along with costs associated with our entry into new markets including public sector and energy. In addition the allocation of contracts was deferred by some of our customers who were cautious about economic conditions.
Notwithstanding this disappointing first half I am pleased to report a much improved second half which was due to the success of our diversification strategy and assisted by the first signs of growth in the construction sector for a number of years.
The Relevance of our Approach
The lack of investment in real estate generally over the last four to five years has created an increasing demand for improvements to existing properties. This is compounded by a lack of new properties coming to market and a drive for efficiency gain in how existing spaces are utilised. The skill sets provided by the Group in design and space planning, property programme management and project delivery are ideally placed to address new demand for the refurbishment, fit out and refresh of property portfolios.
Strategic Sectors
Our core capabilities align well with the needs and requirements of our customers in the strategic sectors within which we operate. Retail, Office, Banking & Finance and Public Sector are currently all showing some of the highest levels of activity in property remodelling for over five years. It has been necessary to continue to invest in the future in order to build capacity for growth. We now have positive references in our selected new markets and are prioritising particular segments for future growth.
Differentiation
The combination of our service lines, including our specialist expertise in Business Systems has enabled us to differentiate our offer and provide customers with a genuine value adding approach. We now sell our full service line to a number of blue chip organisations and have recently been appointed as preferred bidder for a national equipment and technologies upgrade for one of the major high street banks
Outlook
Many of our customers are experiencing an improved level of confidence in the economy and a return to growth in UK construction output during the last quarter of 2013 which has continued into 2014. We believe that these factors will positively influence our business result for the second half of 2014 and provide better prospects for the business going forward. The diversification strategy successfully adopted by the Executive Team has established a strong position for Styles&Wood from which to provide broader engagement with our customers as markets become more predictable.
Our success relies on our people and on behalf of the Board I would like to thank our talented and committed colleagues for their contribution over the last year. We have added new colleagues to the team to help create a blend of skills and experience with those who have been with us for many years.
The Board, after consultation with major shareholders and advisors, has decided to seek shareholder approval for a transfer of the listing of the Ordinary Shares from the Official List to the Alternative Investment Market ("AiM"). The Board considers that AiM is a more appropriate and cost effective listing for a Company such as Styles&Wood. A Circular setting out the details of the transfer to AiM is being issued today with a general meeting to be held before our Annual General Meeting on 28th May.
Board
After eight enjoyable years on the Board, of which the last five have been as Chairman, I have decided to retire and it seems appropriate to hand over to my successor on a date following our move to AiM. I am delighted that Paul Mitchell has accepted the Board's invitation to becomes Chairman and also that Robert Hough will continue as Senior Non-Executive Director.
Paul has been a Non-Executive Director since October 2006 and Chairman of the Audit Committee since 2009. He brings to the role considerable experience of business and corporate finance which will be of great value to the Company in the next stage of its development.
Paul retains the role as Chairman of the Audit Committee and Robert will continue to be Chairman of the Remuneration and Nomination Committees.
I would like to wish Paul, Robert and their colleagues every success
CHIEF EXECUTIVE OFFICER'S REVIEW
2013 Summary
2013 has been a challenging year with uncertainty and volatility in our markets accompanying the significant reversal in non-housing construction output encountered during the first half of the year. This was compounded by the necessity to invest in new sectors in order to provide greater resilience for the future. However, the approach adopted has underpinned a stronger profit performance in the second half which was in line with prior year. Our core banking framework relationships with three of the major high street retail banks were all subject to retender during the reporting period. Whilst we were successful on all fronts, the consequent disruption to allocated workload and deferral of programme activity directly impacted our business performance. However, we were able to make good progress in our new strategic sectors and our previous high dependency on Retail has been reduced.
Performance through the second half was in line with market expectations. Relative to prior year, full year revenue reduced by 4% to £94m and operating profit at £1.2m was lower than 2012 (£2.3m).
The group has undergone organisational change through the period in order to improve focus and realise overhead efficiencies. As a consequence, a new enhanced Executive Leadership Team is now in place which provides the business with a solid platform from which to address the opportunities presented by improving market conditions. The positive experience gained in diversifying over the last two years and the good reference points established in new segments positions the Group well to further enhance our service line range and selectively develop interests in other strategic segments.
Challenges and Opportunities
The customers in our markets have a need for delivery partners who can respond to a workload which is to a degree cyclical by nature. As such our organisational model is now reconfigured to reflect a requirement which going forward is expected to be heavily weighted towards the second half of the year in terms of profit and revenue.
In order to differentiate our offer we have pursued a strategy that promotes the integration of our full service offering. We are now in a position where a number of our longer term client relationships are geared to an offer which integrates Design, Project & Programme Delivery and Business Systems. This establishes a point of difference for Styles&Wood and enables the business to create added value.
We have redefined our renewable energy offer and are now rolling out rooftop PV installations across geographically concentrated social housing clusters. Additionally we have now secured contracts for commercial premises' roof top arrays.
Our Joint Venture with Dutco in Dubai now has a new management team and the market outlook for
Dubai is at its most positive for a number of years. The team is focussing its efforts on a more selective approach to new business, given a stronger workload pipeline, in order to establish more
predictable income streams.
London is undergoing sustainable growth in all of our strategic markets and we have invested in a dedicated management team to take advantage of this ongoing resurgence in the Capital. Our plans are to establish London and the South as an equivalent operational centre to our current main office in the North within the next two to three years.
Service Line Profile
Our service line offer constitutes a broad range of property support services. Through the period we have been able to combine our services to provide integrated solutions which are better aligned with our customers' requirements and a basis for longer term relationships. This also creates a model for evaluating sustainability impacts which are undoubtedly becoming a key consideration for responsible business. An ability to articulate the performance of the built environment as designs and life cycle profiles are developed could potentially provide clear differentiation for Styles&Wood for the short to medium term.
Growth Strategy
The fundamental challenge remains the same in that our customers require property support service providers to achieve more with less. A lack of new building stock coming to market will maintain a high demand for refresh, remodel and refurbishment of existing facilities and growth will be secured through service differentiation and outstanding delivery. The increasing level of opportunities manifest in a recovering economy will provide a deal flow to support higher volumes. The key to success will be through careful selection and prioritisation of the right opportunities, and maintenance of a predictable conversion ratio.
Sectors and Outlook
The opening order book for 2014 at £42m compares with £40m for 2013 and the current cumulative position is tracking in excess of 10% ahead of prior year, albeit with a further bias to the second half. Around 28% of our revenue for 2013 was secured in our new strategic sectors: Public and Community. This positively endorses our diversification agenda and provides a positive indicator for future growth potential.
· Banking and Finance
Styles&Wood has maintained its position as one of the market leaders in the provision of property support services in this sector. During the reporting period we have had our frameworks extended to between two and four years duration. With improved certainty regarding the formal conversion of allocated workload and new relationships with organisations such as the Post Office this sector has the potential to create more predictable sources of income. Our integrated solution continues to provide a clear point of difference which enhances our credentials for future work.
· Commercial
There are a significant number of lease events programmed over the next few years which will stimulate demand for better office space not only in the Capital but throughout the major cities in the regions. We have successfully completed a number of office fit outs for blue chip customers and are seeing an increasing number of tender opportunities coming to market which create potential for the development of long term customer relationships.
· Public Sector
Central Government and Local Authority budgetary constraints will continue to limit capital investment for new buildings. Changes to working practices associated with reductions in revenue spending will drive organisational efficiencies which will, in turn, necessitate the rationalisation and remodelling of existing buildings. We now have successful reference projects in Local Government, Health and Education and are able to leverage this experience to secure new business.
· Retail and Leisure
Discount retailers are actively challenging the dominance of major grocery retailers in the food market. In response, the market leaders in food retail are investing in format optimisation to create improved income streams through enhanced facilities. Additionally, new convenience type formats are providing a profitable enhancement for existing super store networks. Our existing relationships with Waitrose and Lidl and a developing position with Tesco place Styles&Wood in a strong position to take advantage of these opportunities.
GROUP FINANCE DIRECTOR'S REVIEW
Financial Performance
Revenue for the year ended 31 December 2013 reduced by 4.0% to £94.0m (2012: £97.9m). The reduction in second half of 2013 compared to 2012 was in Frameworks where a retender exercise combined with delays due to technology and format changes from our Banking customers saw deferrals in release of work to the Group.
The results reflect the difficult trading environment experienced by the Group in the first half of 2013 and the investments made in diversifying into new sectors. Our performance in the second half of 2013 was creditable with an underlying Profit Before Tax of £2.0m (2012: £2.0m), and cash generated in this period of £2.8m (2012: £0.5m). Gross margin reduced from last year's 8.7% to 7.4%, due to the investment made in diversification and widening the service offer. The margin position improved in the second half of 2013 back to 2012 levels.
Underlying administrative expenses were reduced by 10.8% to £5.4m (2012: £6.1m) as the cost base was reviewed, and actions were taken to reduce headcount. This management of overhead expenditure, assisted in reducing the impact of the fall in revenue and gross margin, resulting in a reduction in underlying operating profit of £1.0m to £1.5m (2012: £2.5m).
The results from our international joint venture in Dubai were a loss to the Group of £0.2m (2012: profit £0.03m) being our share of the joint venture's result. The loss of £0.2m was incurred in the first six months of 2013, with the position stabilising in the latter half of the year.
Underlying profit before tax fell by £1.3m to £0.7m (2012: £2.0m). Non-recurring expenditure on restructuring of £0.4m (2012: £0.2m) and accounting for notional interest on preference shares of £0.8m (2012: £1.0m) reduced the result to a loss before taxation of £0.5m (2012: profit £0.8m).
Financing Costs
Net financing costs for the year were £1.5m (2012: £1.5m) and included £0.8m (2012: £1.0m) of notional interest on preference shares. Net interest and fees on bank borrowings were £0.1m (2012: £0.1m). Finance costs include the payment of interest on the preference shares of £0.45m (2012: £0.15m), being the 3% cash coupon on outstanding preference shares which became payable from 1 September 2012.
Accounting for Preference Share Capital
The 15,000,000 convertible redeemable preference shares of £1 each carry a cash coupon of 3% from 1 September 2012, are redeemable in tranches from December 2013 through to December 2019 or convertible into ordinary shares at a price of 93.75p at any time between August 2012 and July 2019.
As the preference shares have a conversion option, the Group has to account for them in accordance with IAS 39 with the result that a proportion of the preference share capital is classed as debt with the remainder treated as equity. At 31 December 2013 £1,000,000 (2012: £1,000,000) of the preference
share capital was classified as a current liability, being repayable on 31 December 2014 and £9,197,000 (2012: £9,377,000) of the preference share capital was classified as non-current liabilities
with the balance of £3,803,000 (2012: £4,623,000) shown as shareholders' equity.
In addition, IAS 32 requires that notional interest payable on the debt component is calculated based on a notional interest rate, which is significantly higher than the actual coupon rate, on the preference shares. The notional interest is charged through the Income Statement. The notional interest charge on the preference shares in 2013 was £820,000 (2012: £1,008,000) with the cash dividend paid on the preference shares being £450,000 (2012: £150,000). An amount corresponding to the notional interest charge, to the extent it exceeds the cash coupon, is credited to reserves, ensuring that the distributable reserves and net assets of the Group are unaffected by the accounting treatment.
Taxation
The tax charge for the year amounted to £0.2m (2012: £0.5m). This results in an effective tax charge on the profit before tax of -40.8% (2012: 63.0%). The largest factor affecting the effective tax rate compared to the UK corporation tax rate of 23.25% (2012: 24.5%) is the preference share interest charge of £0.8m (2012: £1.1m) which being part notional charge and part preference share coupon does not qualify for tax relief. Other factors impacting the effective rate are non-deductible expenses and the tax treatment of losses incurred by the joint venture.
Dividend
No dividends on ordinary shares have been proposed in respect of the year ended 31 December 2013 (2012: £nil) and it is not currently envisaged that a dividend will be proposed on ordinary shares in the new financial year.
Earnings Per Share
(Loss)/earnings per share was (1.2p) (2012: 0.5p). Underlying earnings per share was 0.6p (2012: 2.4p).
Net Cash and Cash Flow
The Group closed the year with net cash at 31 December 2013 of £2.5m (2012: £3.6m) with a reduction of £1.1m. However, net cash inflow increased by £2.8m (2012: £0.4m) in the second half of the
financial year after redemption of preference shares (£1.0m) and payment of preference share coupon (£0.45m).
The business generated/(utilised) net cash of £1.1m from operations (2012: utilised £3.3m) of which £4.4m was generated in the second half of the year. Capital expenditure reduced to £0.36m (2012: £0.48m) with expenditure primarily on IT equipment and software.
The scheduled first redemption of Preference Shares was on 31 December 2013.
The facility, with The Royal Bank of Scotland, was due to expire on 30 June 2014 and was reviewed with the bank following the 2013 year end. A new facility of £3.5m reducing to £3.0m by 30th June 2015 has now been agreed.
International
The Group's joint venture operation in the UAE was established in May 2009. The business has now established credentials providing interior fit out services to a range of markets including commercial premises, leisure and hospitality and education. The share of losses/profits included within the consolidated results is a loss of £0.16m (2012: profit £0.03m).
Jim Martin Chairman 29 April 2014
| Tony Lenehan Chief Executive 29 April 2014 |
Consolidated income statement for the year ended 31 December 2013
2013 | 2012 | |||||||
Underlying | Non-recurring items and preference share accounting
| Total | Underlying | Non-recurring items and preference share accounting
| Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Revenue | 93,983 | - | 93,983 | 97,937 | - | 97,937 | ||
Cost of sales | (87,018) | - | (87,018) | (89,379) | - | (89,379) | ||
Gross profit | 6,965 | - | 6,965 | 8,558 | - | 8,558 | ||
Administrative expenses | (5,420) | (359) | (5,779) | (6,073) | (211) | (6,284) | ||
Operating profit | 1,545 | (359) | 1,186 | 2,485 | (211) | 2,274 | ||
Finance costs | (720) | (820) | (1,540) | (498) | (1,008) | (1,506) | ||
Finance income | 2 | - | 2 | 8 | - | 8 | ||
Share of results of joint venture | (163) | - | (163) | 30 | - | 30 | ||
Profit/(loss) before taxation | 664 | (1,179) | (515) | 2,025 | (1,219) | 806 | ||
Taxation | (294) | 84 | (210) | (562) | 54 | (508) | ||
Profit/(loss) for the year attributable to equity shareholders | 370 | (1,095) | (725) | 1,463 | (1,165) | 298 | ||
Basic and diluted earnings/(loss) per share expressed in pence per share | 0.6p | (1.8)p | (1.2)p | 2.4p | (1.9)p | 0.5p | ||
There is no difference between the profit for the year and the total comprehensive income for the period.
Consolidated balance sheet As at 31 December 2013
2013 | 2012 | |||
£'000 | £'000 | |||
Non current assets | ||||
Intangible assets - software | 443 | 423 | ||
Property, plant and equipment | 375 | 383 | ||
Deferred tax asset | 135 | 173 | ||
953 | 979 | |||
Current assets | ||||
Trade and other receivables | 30,468 | 29,513 | ||
Amounts owed by joint venture | 1,431 | 1,463 | ||
Cash and cash equivalents | 2,535 | 3,641 | ||
34,434 | 34,617 | |||
Current liabilities | ||||
Trade and other payables | (31,542) | (30,886) | ||
Financial liabilities: preference shares | (1,000) | (1,000) | ||
Current income tax liabilities | (459) | (423) | ||
(33,001) | (32,309) | |||
Net current assets | 1,433 | 2,308 | ||
Total assets less current liabilities | 2,386 | 3,287 | ||
Non current liabilities | ||||
Financial liabilities: preference shares | (9,197) | (9,377) | ||
(9,197) | (9,377) | |||
Net liabilities | (6,811) | (6,090) | ||
Shareholders' equity | ||||
Ordinary share capital | 20,456 | 20,456 | ||
Preference share capital | 3,803 | 4,623 | ||
Share premium | 16,300 | 16,300 | ||
Capital redemption reserve | 1,000 | - | ||
Reverse acquisition reserve | (66,665) | (66,665) | ||
Retained earnings | 18,295 | 19,196 | ||
Total shareholders' deficit | (6,811) | (6,090) |
Consolidated cash flow statement for the year ended 31 December 2013
2013 | 2012 | |||
£'000 | £'000 | |||
Cash generated from/(used in) operations | 1,291 | (2,637) | ||
Income taxes paid | (144) | (650) | ||
Net cash generated from/(used in) operating activities | 1,147 | (3,287) | ||
Cash flows from investing activities | ||||
Purchase of property, plant and equipment | (176) | (238) | ||
Purchase of intangible assets - software | (178) | (242) | ||
Amounts (advanced to)/repaid by joint ventures | (131) | (266) | ||
Net cash used in investing activities | (485) | (746) | ||
Cash flows from financing activities | ||||
Interest received | 2 | 8 | ||
Interest paid | (68) | (50) | ||
Redemption of preference share capital | (1,000) | - | ||
Preference share coupon | (600) | - | ||
Prepaid debt issue costs | (74) | - | ||
Other bank fees and charges | (28) | (41) | ||
Cash collateral deposits repaid | - | 1,101 | ||
Net cash (used in)/ generated from financing activities | (1,768) | 1,018 | ||
Net decrease in cash and cash equivalents | (1,106) | (3,015) | ||
Cash and cash equivalents at beginning of year | 3,641 | 6,656 | ||
Cash and cash equivalents at end of year | 2,535 | 3,641 | ||
Ordinary share capital | Preference share capital | Share premium | Capital Redemption Reserve | Reverse acquisition reserve | Retained earnings | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 January 2012 | 20,456 |
5,631 | 16,300 |
- | (66,665) | 17,826 | (6,452) |
Comprehensive income | |||||||
Profit for the year | - |
- | - |
- | - | 298 | 298 |
Total comprehensive income | - |
- | - |
-
| - | 298 | 298 |
Transactions with owners | |||||||
Share option scheme - value of share awards | - |
- | - |
- | - | 69 | 69 |
Share option scheme - tax on share awards | - |
- | - |
- | - | (5) | (5) |
Preference share notional interest | - |
(1,008) | - |
- | - | 1,008 | - |
Total transactions with owners | - |
(1,008) | - |
- | - | 1,072 | 64 |
At 31 December 2012 | 20,456 |
4,623 | 16,300 |
- | (66,665) | 19,196 | (6,090) |
Comprehensive income | |||||||
Loss for the year | - |
- | - |
- | - | (725) | (725) |
Total comprehensive loss | - |
- | - |
- | - | (725) | (725) |
Transactions with owners | |||||||
Share option scheme - value of share awards | - |
- | - |
- | - | 12 | 12 |
Share option scheme - tax on share awards | - |
- | - |
- | - | (8) | (8) |
Redemption of preference shares
| - | - | - | 1,000 | - | (1000) | - |
Preference share notional interest | - |
(820) | - |
- | - | 820 | - |
Total transactions with owners | - |
(820) | - |
1,000 | - | (176) | 4 |
At 31 December 2013 | 20,456 | 3,803 | 16,300 | 1,000 | (66,665) | 18,295 | (6,811) |
Notes to the preliminary results
1. Basis of Preparation
The financial information included in this preliminary announcement does not constitute statutory accounts of the Group for the years ended 31 December 2013 and 2012 but is derived from those accounts. Statutory accounts for 2012 have been delivered to the registrar of companies and those for 2013, which are available on the Group's website www.stylesandwood.co.uk, will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
Segmental reporting
Segmental reporting disclosures have been made for the following operating segments.
Contracting Services
• Projects and Renewables: Styles&Wood fulfils the role of Principal Contractor for projects with typical project values ranging from less than £100,000 to over £10m. Projects range from minor refresh to comprehensive refurbishment, shell fit-out, acquisition conversion, or complex structural re-configuration and renewable solutions.
Professional Services
• Frameworks: Formal framework agreements with contractors and suppliers create the ideal forum for sharing best practice in planning, procurement and delivery. Styles&Wood delivers major roll-out programmes for its framework customers and has been actively providing collaborative services to many of these customers through systems developed and refined in over a decade of Partnering and formal Framework Agreements.
• Design: Design provides outsourced design and development services including architectural services, space planning, retail initiative design and models & standards work.
• Building Intelligence: iSite provides clients with technology based property information solutions that store, manage and communicate critical data relating to their property portfolio and associated property activities. This data can include design models, supplier allocations as well as project specific data.
The Group's trade is generated primarily in the United Kingdom and as such the Group has only one geographical segment. The Group has a joint venture in Dubai and its results are currently immaterial to those of the Group. Its business segments are therefore its reportable segments. Segment revenues, results, assets and liabilities include amounts directly attributable to a segment and amounts that can be reasonably allocated to a segment. Amounts that cannot be allocated to segments are included as unallocated.
2. Segmental reporting
Year ending 31 December 2013 | ||||||
CONTRACTING SERVICES | PROFESSIONAL SERVICES | |||||
Projects and Renewables | Frameworks | Design |
Building Intelligence | Unallocated | Group | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Revenue | 37,001 | 52,548 | 2,723 | 1,711 | - | 93,983 |
Underlying segment result | (165) | 5,086 | 170 |
279 | (3,825) | 1,545 |
Non-recurring items | - | - | - | - | (359) | (359) |
Segment result | (165) | 5,086 | 170 | 279 | 4,184 | 1,186 |
Finance costs | (1,540) | |||||
Finance income | 2 | |||||
Share of results of joint venture | (163) | |||||
Loss before taxation | 515 | |||||
Taxation | (210) | |||||
Loss for the year from continuing operations | (725) | |||||
Net loss attributable to equity shareholders | (725) | |||||
Segment assets | 16,052 | 11,791 | 1,113 | 304 | - | 29,260 |
Unallocated assets | - | - | - | - | 6,127 | 6,127 |
Total assets | 16,052 | 11,791 | 1,113 | 304 | 6,127 | 35,387 |
Segment liabilities | (11,509) | (15,638) | (198) | (57) | - | (27,402) |
Unallocated liabilities | - | - | - | - | (14,796) | (14,796) |
Total liabilities | (11,509) | (15,638) | (198) | (57) | (14,796) | (42,198) |
Year ending 31 December 2012 | ||||||
CONTRACTING SERVICES | PROFESSIONAL SERVICES | |||||
Projects and Renewables | Frameworks | Design |
Building Intelligence | Unallocated | Group | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Revenue | 36,319 | 57,304 | 2,848 | 1,466 | - | 97,937 |
Underlying segment result | 1,138 | 5,129 | 492 |
107 | (4,381) | 2,485 |
Non-recurring items | - | - | - |
- | (211) | (211) |
Segment result | 1,138 | 5,129 | 492 | 107 | (4,592) | 2,274 |
Finance costs | (1,506) | |||||
Finance income | 8 | |||||
Share of results of joint venture | 30 | |||||
Profit before taxation | 806 | |||||
Taxation | (508) | |||||
Profit for the year from continuing operations | 298 | |||||
Net profit attributable to equity shareholders | 298 | |||||
Segment assets | 13,050 | 13,823 | 739 | 254 | - | 27,866 |
Unallocated assets | - | - | - | - | 7,730 | 7,730 |
Total assets | 13,050 | 13,823 | 739 | 254 | 7,730 | 35,596 |
Segment liabilities | (10,022) | (17,664) | (220) | (93) | - | (27,999) |
Unallocated liabilities | - | - | - | - | (13,688) | (13,688) |
Total liabilities | (10,022) | (17,664) | (220) | (93) | (13,688) | (41,687) |
All revenue arises from external customers for the provision of property related services in the UK. All assets are domiciled in the UK. Operating segments are reported in a manner consistent with the internal reporting to the Chief Executive who is the chief operating decision maker. The segments reflect internal management, the business and contractual characteristics of the groups' operations.
Unallocated assets and liabilities include property, plant and equipment, software, cash and cash equivalents, interest payable, current and deferred tax liabilities and borrowings. Unallocated segment result reflects expenses relating to overall operation of the Group rather than a particular segment and includes central people costs, professional fees and share option expenses.
Transactions between segments are eliminated on consolidation.
In 2013 revenue of £47,252,000 was generated from two external customers, each of which contributed more than 10% of Group revenue. The most significant contributed revenue of £36,982,000 and the other £10,270,000. In 2012 two external customers each contributed
more than 10% of Group revenue; the total revenue from these two customers was £44,569,000.
3. Non-recurring items and preference share accounting
The Group's results include the following items:
2013 | 2012 | |||
£'000 | £'000 | |||
Charged to operating profit | ||||
Restructuring, redundancy and related costs | (359) | (211) | ||
Total charged to operating profit | (359) | (211) | ||
Finance costs | ||||
Notional interest on preference shares | (820) | (1,008) | ||
(820) | (1,008) | |||
Total non-recurring items before tax | (1,179) | (1,219) | ||
Tax on non-recurring items | 84 | 54 | ||
Total non-recurring items after tax | (1,095) | (1,165) |
(a) In both 2013 and 2012, restructuring costs relate to exercises to restructure the management within the Group's trading subsidiary, Styles & Wood Limited.
(b) Tax on non-recurring items reflects the tax credit available on the restructuring and redundancy costs.
4. Finance costs
2013 | 2012 | |||
£'000 | £'000 | |||
Interest expense: | ||||
Interest on bank borrowings | 45 | 49 | ||
Fees on bank facilities | 47 | 27 | ||
Amortisation of prepaid debt issue costs: | 178 | 272 | ||
Cash coupon on preference shares | 450 | 150 | ||
720 | 498 | |||
Notional interest on preference shares | 820 | 1,008 | ||
Total finance costs | 1,540 | 1,506 | ||
Interest income: | ||||
Interest receivable on bank deposits | (2) | (8) | ||
Total finance income | (2) | (8) |
5. Taxation
2013 | 2012 | ||
£'000 | £'000 | ||
Taxation comprises: | |||
Current tax | |||
In respect of the current year | 183 | 456 | |
Adjustments in respect of prior years | (3) | (24) | |
180 | 432 | ||
Deferred tax | |||
In respect of the current year | 52 | 44 | |
Adjustments in respect of prior years | (22) | 32 | |
30 | 76 | ||
Total taxation | 210 | 508 | |
The standard rate of Corporation Tax in the UK changed from 24% to 23% with effect from 1 April 2013. Accordingly the standard rate of tax applied for the year ended 31 December 2013 is 23.25% (2012: 24.5%). The effective tax rates tax for the years ended 31 December 2013 (-40.8%) and 31 December 2012 (63%) are different from the standard rate of corporation tax. The differences are explained as follows.
2013 | 2012 | ||
£'000 | £'000 | ||
(Loss)/Profit on ordinary activities before tax | (515) | 806 | |
Profit on ordinary activities multiplied by rate of corporation tax in the UK (23.25%, 2012: 24.5%) | (120) | 197 | |
Effects of: | |||
Expenses not deductible for tax purposes | 13 | 26 | |
Non cash notional interest on preference shares | 191 | 247 | |
Cash coupon on preference shares | 105 | 37 | |
Profits of Joint Venture | 38 | (7) | |
Adjustments in respect of prior periods | (17) | 8 | |
Total taxation | 210 | 508 | |
Changes to the UK Corporation tax system were announced in the Autumn statement 2012, including a further reduction to the main corporation tax rate to reduce the rate to 21% from 1 April 2014 and following the March 2013 Budget, the main rate of Corporation Tax in the UK will be further reduced by 1% to 20% by 1 April 2015. Of the deferred tax charge of £30,000, £24,000 relates to changes in the tax rate in the year.
6. Earnings per share
Reconciliations of the earnings and the number of shares used in the calculation are set out below:
2013 | Underlying | Non-recurring items and Preference share accounting | Total | |||
Profit attributable to equity holders of the Group (£'000) | 370 |
(1,095) | (725) | |||
Weighted average number of shares in issue | 61,823,831 | 61,823,831 | 61,823,831 | |||
Basic and diluted earnings per share (pence per share) | 0.6 |
(1.8) | (1.2) | |||
2012 | Underlying | Non-recurring items and Preference share accounting | Total | |||
Profit attributable to equity holders of the Group (£'000) | 1,463 |
(1,165) | 298 | |||
Weighted average number of shares in issue | 61,823,831 | 61,823,831 | 61,823,831 | |||
Basic and diluted earnings per share (pence per share) | 2.4 |
(1.9) | 0.5 | |||
On 29 June 2009 the Company issued 15,000,000 convertible preference shares which are convertible into 16,000,000 ordinary shares. On 31 December 2013 1,000,000 of the shares were redeemed leaving 14,000,000 shares in issue which are convertible into 14,933,333 ordinary shares. These shares are not currently dilutive and neither are share options that are currently in issue in the Group. Hence there is no difference between basic and diluted earnings per share (2012: no difference).
7. Dividends
No interim dividend on ordinary shares was paid during the year (2012: nil) and no final ordinary dividend is proposed (2012: nil). A dividend on the preference shares accrued from 1 September 2012 at a rate of 3%. The charge for the year ended 31 December 2013 was £450,000 (2012: £150,000).
8. Cash flow from operating activities
Group | 2013 | 2012 | ||
£'000 | £'000 | |||
(Loss)/profit before tax for the year | (515) | 806 | ||
Adjustments for: | ||||
Finance costs | 1,540 | 1,506 | ||
Finance income | (2) | (8) | ||
Depreciation and amortisation | 342 | 283 | ||
Share option charge | 12 | 69 | ||
Share of loss/(profit) of joint venture | 163 | (30) | ||
Operating cash flows before movement in working capital | 1,540 | 2,626 | ||
Changes in working capital: | ||||
Increase in trade and other receivables | (1,056) | (3,993) | ||
Increase/(decrease) in trade and other payables | 807 | (1,271) | ||
Cash generated from/(used in) operations | 1,291 | (2,637) | ||
9. Net cash
Group
Net cash represents cash at bank and in hand and excludes preference shares classified as debt.
2013 | 2012 | |||
£'000 | £'000 | |||
The movement in net cash is | ||||
At 1 January | 3,641 | 6,656 | ||
Decrease in cash and cash equivalents excluding restricted cash | (1,106) | (3,015) | ||
At 31 December | 2,535 | 3,641 | ||
10. Related party transactions
In the year ended 31 December 2013 the Company paid fees of £35,000 (2012: £34,688) to Rickitt Mitchell & Partners Limited in respect of Paul Mitchell's services as a non executive director.
The following transactions have taken place between the Group and entities over which Paul Bell, who has a 35% shareholding in the Company and who is a director of the Group's trading subsidiary Styles & Wood Limited, has significant influence and are therefore considered to be related parties. All transactions were undertaken in the ordinary course of business with normal commercial terms and with no security given.
2013 | 2012 | |||
£'000 | £'000 | |||
Sales made to related parties | - | - | ||
Purchases from related parties | 1,239 | 856 | ||
Balances owed by related parties at the balance sheet date | - | - | ||
Balances owed to related parties at the balance sheet date | 239 | 67 | ||
The Company received a dividend from its subsidiary company Styles & Wood Investments Limited during the year of £7.5m (2012: none).
There were no sales and purchases between Group companies during the year (2012: nil). Movements in intercompany balances occur in relation to the loan of cash, the transfer of group relief for taxation purposes (£174,000 in total) and where certain expenses of the Company are paid for by a subsidiary company (£880,000 expenses for Styles&Wood Group plc and £50,000 for Maraq Limited paid for by Styles&Wood Limited).
Additional disclosures
Risks and uncertainties
As with any business, risk assessment and the implementation of mitigating actions and controls are vital to the achievement of the Group's strategy. Information on the key risks and mitigating factors can be found in the 2013 annual report and financial statements that has been published on the website www.stylesandwood.co.uk today.
Statement of Directors' responsibilities
The Directors confirm that to the best of their knowledge the information set out in this announcement has been prepared in accordance with the Disclosure and Transparency Rules of the UK Financial Services Authority, International Financial Reporting Standards (IFRS) and the International Financial Reporting Interpretation Committee (IFRIC) Interpretations, as endorsed by the European Union (EU). Except as described in the basis of preparation, the accounting policies applied are consistent with those set out in the annual report and financial statements for the year ended 31 December 2012. In preparing this announcement the Directors have also made reasonable and prudent judgements and estimates. The financial information, Chairman's statement, Chief Executive's statement and the Financial Review contained herein give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group.
The Directors of Styles & Wood Group plc at the date of this announcement are as set out below:
Jim Martin | Non-Executive Chairman |
Tony Lenehan | Chief Executive Officer |
Philip Lanigan | Group Finance Director |
Robert Hough | Non-Executive Director |
Paul Mitchell | Non-Executive Director |
Related Shares:
Styles & Wood Group