RNS Number : 4791Q
Aquila Services Group PLC
30 November 2016
For Immediate Release
30 November 2016
Aquila Services Group plc
Unaudited Interim Results for the six months ended 30 September 2016
Aquila Services Group plc (''the Company''), previously General Industries plc, is the holding company for Altair Consultancy & Advisory Services Ltd (''Altair'') and Murja Ltd ("Murja") which form the Group (''the Group'').
The Group's particular expertise is in the provision, financing and management of affordable housing by housing associations, local authorities, government agencies and other non-profit organisations as well as high level business advice to the property sector.
Results Highlights
6 months to 30 September 2016 (unaudited)
6 months to 30 September 2015 (unaudited)
Year ended 31 March 2016 (audited)
000s
000s
000s
Revenue
2,796
2,261
4,746
Gross Profit
673
464
1,288
Operating Profit
239
205
290
EPS (before deemed cost of listing)
0.53p
0.66p
0.61p
Declared Dividend per Share
0.24p
0.22p
0.66p
Cash Balances
2,173
1,974
2,552
For further information please visit www.aquilaservicesgroup.co.uk. or contact:
Aquila Services Group plc
Fiona Underwood
Tel: 020 7934 0175
Beaumont Cornish Limited, Financial Adviser
Roland Cornish
Tel: 020 7628 3396
Chairman's Statement and Interim Management Report
For the six months ended 30 September 2016
I am delighted to announce the half year results for the Group, which has continued to perform strongly.
Altair, a leading provider of consultancy services to the property sector, specifically the provision of affordable housing, has grown organically in the first half in response to an increased order book. Expansion has been focused on the North of England to enable Altair to better serve its clients in the Midlands, Northern England and Scotland.
Murja, acquired in December 2015, has seen further opportunities arise, particularly in Northern Ireland and the Republic of Ireland, and as a result has increased its consulting capacity.
We are also seeing both subsidiaries benefitting from the expanded client base.
Trading results
The Group saw a 23% increase in turnover for the 6 months to 30 September 2016. Gross profit rose to 673k (September 2015: 464k, March 2016: 1,288k) with operating profit of 307k (September 2015: 250k, March 2016: 545k). Operating profits took into account investment in new staff for Altair and Murja and, as required under IFRS 2, before the share option charge as set out below.
The comparison between this reporting period, the year-end position and the previous year's half-year results for the Group are as follows:
6 months to 30 September 2016 (unaudited)
6 months to 30 September 2015 (unaudited)
Year ended 31 March 2016 (audited)
000s
000s
000s
Turnover
2,796
2,261
4,746
Gross profit
673
464
1,288
Operating profit (before share option charge)
307
250
545
Share option charge
68
45
255
Operating profit (after share option charge)
239
205
290
The Group is in a very strong net asset position, with over 2.17m in cash held at 30 September 2016.
Dividend
The Directors propose to declare an interim dividend of 0.24p per share which will be paid on 19 December 2016 to shareholders on the register at 9 December 2016.
The Company is committed to a progressive dividend policy to enhance shareholder value.
Business Review
The underlying business remains strong and there has been continued growth of the client base in Altair's consultancy business. The acquisition of Murja has expanded our offering into the education sector and we are beginning to see the opportunities of the treasury offering complementing Altair's business activities within the housing sector. We are also pleased that new projects are being won both in the UK and Republic of Ireland by Murja.
Altair has invested in and expanded its consultancy capacity through recruitment of new consultants focusing on increasing its national coverage and developing new products and services to reflect the changing operational and political environment of our clients. These new products have provided opportunities to bid for larger contracts and, as a consequence, has extended the consultancy pipeline. The core consultancy and interim business remains strong and the client base continues to grow in number and range.
Murja has similarly expanded its specialist treasury management services. A significant number of clients are on retained contracts and additional fees are secured once specific projects have been completed. During the six months under review, a number of these specific projects have commenced with fees expected to accrue during the next twelve months.
Risk and Uncertainties
The Directors do not consider that the principal risks and uncertainties have changed since the publication of the annual report for the year ended 31 March 2016, which contains a detailed explanation of the risks relevant to the Group on page 6, and is available at:
http://aquilaservicesgroup.co.uk/wp-content/uploads/2016/07/General-Industries-plc-2016-Accounts.pdf
Outlook
The Group is aware of the varied and changing policy landscape brought about by the impact of welfare reform, reducing government grants for home-ownership, further devolved funding and decision making to local authorities.
The Government's Autumn Statement has confirmed new money for the affordable homes programme, with flexibility of tenure which is good news for the housing sector. There is also encouragement for new building and a raft of housing policies relating to right to buy and welfare reform.
A forthcoming housing White Paper will provide more detail, but will almost certainly involve housing associations, local authorities and traditional housebuilders. The enhanced spending on infrastructure announced by the Chancellor is welcomed.
These on-going changes mean that clients will continue to need services that the Group supplies and the provision of value-for-money, high quality services continues to be fundamental to the Group's offering to the market.
The Group continues to look at opportunities to expand its consultancy base through acquisition. Initial discussions have been held with a number of parties. Most of these businesses are privately owned and it is hoped that they will be attracted to the benefits of joining a well-established and listed group.
Jeff Zitron
Chairman
30 November 2016
Directors' Report
Substantial Shareholdings
As at 30 September 2016, the Company was aware of the following notifiable interests in its voting rights:
Number of
Percentage of
Nature of
Ordinary shares
Voting rights
holding
Richard Wollenberg*
3,808,406
11.7%
Direct
Steven Douglas
3,279,440
10.1%
Direct
Chris Wood
3,279,440
10.1%
Direct
Susan Kane
3,279,440
10.1%
Direct
Fiona Underwood
3,279,440
10.1%
Direct
Derek Joseph
2,870,403
8.8%
Direct
Jeffrey Zitron
2,798,403
8.8%
Direct
Cardiff Property plc**
1,000,000
3.1%
Direct
*Includes shares held by immediate family members of Richard Wollenberg
**Richard Wollenberg holds 44.17% of the issued share capital and voting rights of Cardiff Property plc.
The Company is not aware of any changes to the above holdings between 30 September 2016 and the date of this report.
Related Party Transactions
During the 6 months to 30 September 2016, the non-executive directors were paid fees of 6,139 (6 months to September 2015: 2,250)
During the 6 months to 30 September 2016, the Group charged 12,030 (6 months to September 2015: 12,030) to DMJ Consultancy Services Limited for office costs and secretarial services, a company in which Derek Joseph is a director and shareholder.
Remuneration of Directors and key management personnel
The remuneration of the directors, who are the key management personnel of the Group, is set out below.
6 months to 30 September 2016 (unaudited)
6 months to 30 September 2015 (unaudited)
Year ended 31 March 2016 (audited)
Short-term employee benefits
268,637
230,000
586,283
Share-based payments
39,452
28,683
212,116
Post-retirement benefits
6,000
10,552
22,934
314,089
269,235
821,333
Corporate Governance
The UK Corporate Governance Code (September 2014) (the code), as appended to the listing rules, sets out Principles of Good Corporate governance and code provisions which are applicable to listed companies incorporated in the United Kingdom. As a standard listed company, the Company is not subject to the UK Corporate Governance Code but the Board recognises the value of applying the principles of the code where appropriate and proportionate and endeavours to do so where practicable.
Responsibility Statement
The Directors, being Jeffrey Curtis Zitron, Steven Franklyn Douglas, Fiona May Underwood, Susan Margaret Kane, Derek Maurice Joseph and John Richard Wollenberg, are responsible for preparing the Unaudited Interim Condensed Consolidated Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial reporting (IAS34). The Directors confirm that, to the best of their knowledge, this unaudited interim condensed consolidated report has been prepared in accordance with IAS34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 namely:
an indication of key events occurred during the period and their impact on the unaudited interim condensed consolidated financial statements and a description of the principal risks and uncertainties for the second half of the financial year, and
related party transactions that have taken place during the period and that have materially affected the financial position or the performance of the business during that period.
Susan Kane
Director
30 November 2016
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 September 2016
Six months to 30 September 2016
Six months to 30 September 2015
Year ended 31 March 2016
(unaudited)
(unaudited)
(audited)
Revenue
2,795,959
2,261,202
4,746,144
Cost of sales
(2,123,315)
(1,797,636)
(3,458,532)
Gross profit
672,644
463,566
1,287,612
Administrative expenses
(434,100)
(258,403)
(997,786)
Operating profit
238,544
205,163
289,826
Deemed cost of listing
-
(3,104,527)
(3,104,527)
Finance income
2,507
305
1,713
Profit/(loss) before taxation
241,051
(2,899,059)
(2,812,988)
Taxation
(69,756)
(50,074)
(124,319)
Profit/(loss) and total comprehensive income/(loss) for the period
171,295
(2,949,133)
(2,937,307)
Earnings/(loss) per share attributable to equity shareholders
Weighted average number of shares:
- Basic
32,615,625
23,449,223
27,566,749
- Diluted
36,916,490
23,449,223
27,566,749
Basic earnings/(loss) per share
0.53p
(12.58p)
(10.66p)
Diluted earnings/(loss) per share
0.46p
(12.58p)
(10.66p)
Condensed Consolidated Statement of Financial Position
As at 30 September 2016
30 September 2016
30 September 2015
31 March 2016
(unaudited)
(unaudited)
(audited)
Non-current assets
Intangible assets
317,688
-
317,688
Property, plant and equipment
15,936
5,494
14,654
333,624
5,494
332,342
Current assets
Trade and other receivables
1,358,670
1,159,457
1,158,836
Deferred tax assets
3,774
-
11,671
Cash and cash equivalents
2,173,626
1,974,234
2,552,642
3,536,070
3,133,691
3,723,149
Current liabilities
Trade and other payables
930,663
969,583
1,276,501
Corporation tax
228,628
159,374
166,769
1,159,291
1,128,957
1,443,270
Net Current assets
2,376,779
2,004,734
2,279,879
Net assets
2,710,403
2,010,228
2,612,221
Equity and Liabilities
Share capital
1,632,550
1,575,000
1,630,434
Share premium account
533,235
464,960
533,235
Reverse acquisition reserve
(4,771,473)
(4,786,176)
(4,771,473)
Merger relief reserve
7,184,334
6,890,000
7,184,334
Share-based payment reserve
342,989
56,825
281,586
Accumulated losses
(2,211,232)
(2,190,381)
(2,245,895)
Equity attributable to owners of the parent
2,710,403
2,010,228
2,612,221
Condensed Consolidated Statement of Changes in Equity
Share capital
Share premium account
Reverse acquisition reserve
Merger relief reserve
Share based payments reserve
Retained profits/ (Accumulated) losses
Total equity
As at 1 April 2015
515,000
464,960
(852,336)
-
11,923
758,752
898,299
Group reconstruction
1,060,000
-
(3,933,840)
6,890,000
-
-
4,016,160
Share based payment
-
-
-
-
44,902
-
44,902
Loss for the period
-
-
-
-
-
(2,949,133)
(2,949,133)
As at 30 September 2015
1,575,000
464,960
(4,786,176)
6,890,000
56,825
(2,190,381)
2,010,228
Issue of shares
55,434
68,275
-
294,334
-
-
418,043
Group reconstruction
-
-
14,703
-
-
-
14,703
Share based payment
-
-
-
-
226,721
-
226,721
Transfer on exercise of options
-
-
-
-
(1,960)
1,960
-
Profit for the period
-
-
-
-
-
11,826
11.826
Dividend
-
-
-
-
-
(69,300)
(69,300)
As at 1 April 2016
1,630,434
533,235
(4,771,473)
7,184,334
281,586
(2,245,895)
2,612,221
Issue of shares
2,116
-
-
-
-
-
2,116
Share based payment
-
-
-
-
68,249
-
68,249
Transfer on exercise of options
-
-
-
-
(6,846)
6,846
-
Profit for the period
-
-
-
-
-
171,295
171,295
Dividend
-
-
-
-
-
(143,478)
(143,478)
As at 30 September 2016
1,632,550
533,235
(4,771,473)
7,184,334
342,989
(2,211,232)
2,710,403
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 September 2016
Six months to 30September
Six months to 30September
Year ended 31March
2016
2015
2016
(unaudited)
(unaudited)
(audited)
Cash flow from operating activities
Profit/(loss) for the period
171,295
(2,949,133)
(2,937,307)
Finance income received
(2,507)
(305)
(1,713)
Income tax expense
69,756
50,074
124,319
Share option charge
68,249
44,902
254,606
Deemed cost of listing
-
3,104,527
3,104,527
Depreciation
4,050
-
5,457
Operating cash flows before movement in working capital
310,843
250,065
549,889
Increase in trade and other receivables
(199,834)
(110,305)
(76,254)
(Decrease)/increase in trade and other payables
(345,838)
(188,924)
99,878
Cash (used in)/generated by operations
(234,829)
(49,164)
573,513
Taxation paid
-
(34,443)
(179,445)
Net cash flow from operating activities
(234,829)
(83,607)
394,068
Cash flow from investing activities
Interest received
2,507
305
1,713
Cash acquired on reverse acquisition
-
795,690
795,690
Cash acquired on purchase of subsidiary
-
-
785,262
Purchase of subsidiary
-
-
(899,696)
Purchase of property, plant and equipment
(5,332)
(5,494)
(16,344)
Proceeds from disposal of investments
-
-
207,834
Net cash flow from investing activities
(2,825)
790,501
874,459
Cash flow from financing activities
Proceeds of share issue
2,116
153,381
239,456
Dividends paid
(143,478)
-
(69,300)
Net cash flow from financing activities
(141,362)
153,381
170,156
Net increase in cash and cash equivalents
(379,016)
860,275
1,438,683
Cash and cash equivalents at beginning of the period
2,552,642
1,113,959
1,113,959
Cash and cash equivalents at end of the period
2,173,626
1,974,234
2,552,642
Notes to the Condensed set of Financial Statements
for the six months ended 30 September 2016
1. General information
The Company and its subsidiaries (together ''the Group'') are a major provider of consultancy services to organisations that develop, fund or manage affordable housing.
The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number 08988813 in England and Wales. The Company's registered office is Tempus Wharf, 29a Bermondsey Wall West, London, SE16 4SA.
The Company changed its name from General Industries plc to Aquila Services Group plc on 30 August 2016.
2. Basis of preparation
The unaudited condensed consolidated interim financial statements of the Group have been prepared on the basis of the accounting policies, presentation, methods of computation and estimation techniques used in the preparation of the audited accounts for the period ended 31 March 2016 and expected to be adopted in the financial information by the Company in preparing its annual report for the year ending 31 March 2017.
This interim consolidated financial information for the six months ended 30 September 2016 has been prepared in accordance with IAS 34, 'Interim financial reporting'. This interim consolidated financial information is not the Group's statutory financial statements and should be read in conjunction with the annual financial statements for the year ended 31 March 2016, which have been prepared in accordance with International Financial Reporting Standard (IFRS) and have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis of matter without qualifying their report and did not contain statements under section 498(2) or (3) of the Companies Act 2006.
The interim consolidated financial information for the six months ended 30 September 2016 is unaudited. In the opinion of the Directors, the interim consolidated financial information presents fairly the financial position, and results from operations and cash flows for the period.
The Directors have made an assessment of the Group's ability to continue as a going concern and are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group, therefore, continues to adopt the going concern basis in preparing its consolidated financial statements.
The financial statements are presented in sterling, which is the Group's functional currency as the UK is the primary environment in which it operates.
3. Segmental analysis
The Directors are of the opinion that the business of the Group is in a single activity. Nearly all business is conducted in sterling and within the UK. Some fees are received in Euros and US Dollars but in the director's opinion these amounts are not significant and any changes in exchange rates would not have a material impact on the Group.
4. Share capital
The Company has one class of share in issue being ordinary shares with a par value of 5p.
Allotted, issued and called up ordinary shares of 0.05 each:
Number
As at 1 April 2015
10,300,000
515,000
Issued during the period
21,200,000
1,060,000
As at 30 September 2015
31,500,000
1,575,000
Issued during the period
1,108,688
55,434
As at 31 March 2016
32,608,688
1,630,434
Issued during the period
42,315
2,116
As at 30 September 2016
32,651,003
1,632,550
As at 1 April 2016, 4,300,815 options were held by Directors and employees of the group.
On 24 June 2016, 500,000 options were issued to employees of Altair, of these 10,000 were returned by an employee who left the business.
On 4 July 2016, 20,000 options were issued to employees of Altair.
On 31 August 2016, 42,315 share options were exercised at an exercise price of 5p each.
As at 30 September 2016 a total of 4,768,550 options were held by Directors and employees of the group.
Option exercise price are in a range of 5p to 29.5p.
5. Going concern
The Group has sufficient financial resources to enable it to continue its operational activities for the foreseeable future. Accordingly, the Directors consider it appropriate to adopt the going concern basis in preparing these interim accounts.
6. Dividend
An interim dividend of 0.24p will be paid on 19 December 2016 to shareholders on the register at 9 December 2016 at a cost of 78,362.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014
Financial Calendar
Year
Date
Comments
2016
30 November
Interim results 2016 announced
9 December
Ex-dividend date
19 December
Payment date for interim
2017
31 March
End of accounting year
By 30 July
2017 Annual Financial Report to be published and announced
July / August
Annual General Meeting
September
Final dividend to be paid
Editor's notes
The Group Members
Aquila Services Group plc
Aquila is the holding company for Altair Consultancy & Advisory Services Ltd and Murja Ltd which form the Group.
Altair Consultancy and Advisory Services Limited
Altair is a specialist management consultancy providing professional services to local authorities, housing associations, charities, property companies, regulators and government departments. It advises on all aspects of the development and management of affordable housing for rent and sale, and on the effective management of organisations operating in this sector.
Altair was the company's first acquisition, achieved by a reverse takeover in August 2015, before which the company had not traded.
Murja Limited
Murja is a specialist treasury management consultancy authorised and regulated by the Financial Conduct Authority. It advises local authorities, housing associations, colleges and other bodies on their capital funding requirements and supports them in securing debt finance. Murja was the company's second acquisition which was completed in December 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
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