REG - Volvere PLC - Final Results <Origin Href="QuoteRef">VLE.L</Origin> - Part 3
16/07/2015 08:23
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borrowings (including lease obligations) and shares classed as
financial liabilities, net of cash and cash equivalents. The Group has not
made any changes to its capital management during the year. The Group is not
subject to any externally imposed capital requirements.
An analysis of what the Group manages as capital is outlined below:
2014£'000 2013£'000
Total debt 2,979 1,941
Less cash and cash equivalents (12,215) (11,280)
Net debt/(funds) (9,236) (9,339)
Total equity (capital) 18,999 17,583
Net debt/(funds) to capital ratio (48.6)% (53.1)%
18 Financial assets and liabilities - numerical disclosures
Analysis of financial assets by category:
2014£'000 2013£'000
Available for sale investments 921 955
Loans and receivablesCash and cash equivalents 6,27312,215 3,53811,280
Total financial assets 19,409 15,773
Fair values
The Directors consider the carrying values of all financial assets and
liabilities to be a reasonable approximation of their fair values.
Investments held at fair value are all listed on a recognised market and hence
their valuation is not subject to significant judgement or uncertainty. Such
investments are therefore considered to fall under Level 1 in the IFRS 7 fair
value hierarchy.
Maturity of financial assets
The maturities and denominations of financial assets at the year end, other
than cash and cash equivalents, and loans and receivables (note 15 above) are
as follows:
2014£'000 2013£'000
Sterling
No fixed maturity 921 955
Maturity of financial liabilities
The maturity of borrowings (including finance leases) carried at amortised
cost is as follows:
2014£'000 2013£'000
Less than six months 2,072 819
Six months to one yearOne to two yearsTwo to five yearsMore than five years 85103164555 119175204624
2,979 1,941
The above borrowings are analysed on the balance sheet as follows:
Loans and other borrowings (current) Finance leases (current)Loans and other borrowings (non-current)Finance leases (non-current) 1,999159821- 81712194657
2,979 1,941
Borrowings are secured on certain assets of the Group, and interest was
charged at rates of between 2.5% and 3.2% during the year.
The maturity of other financial liabilities, excluding loans and borrowings,
carried at amortised cost is as follows:
2014£'000 2013£'000
Less than six monthsSix months to one yearOne to two years 2,407-- 1,957-860
2,407 2,817
19 Deferred tax
Movements in deferred tax assets are outlined below:
Accelerated tax depreciation Other timing differences Losses Total
£'000 £'000 £'000 £'000
At 1 January 2013 58 20 773 851
Derecognised on disposal of discontinued operations in 2013 (58) (20) (773) (851)
At 31 December 2013 and 31 December 2014 - - - -
In addition, there are unrecognised net deferred tax assets as follows:
2014£'000 2013£'000
Tax losses carried forward 600 1,179
Excess of depreciation over capital allowances 7 (321)
Short term temporary differences 11 22
Net unrecognised deferred tax asset 618 880
Deferred tax assets and liabilities have been calculated using the rate of
corporation tax expected to apply when the relevant temporary differences
reverse. Deferred tax assets and liabilities are only offset where there is a
legally enforceable right of offset and there is an intention to settle the
balances net.
The unrecognised element of the deferred tax assets have not been recognised
because there is insufficient evidence that they will be recovered.
20 Share capital
Authorised
2014Number 2014£'000 2013Number 2013£'000
Ordinary shares of £0.0000001 each 100,100,000 - 100,100,000 -
A shares of £0.49999995 each 50,000 25 50,000 25
B shares of £0.49999995 each 50,000 25 50,000 25
Deferred shares of £0.00000001 each 4,999,999,500,000 50 4,999,999,500,000 50
100 100
Issued and fully paid
2014Number 2014£'000 2013Number 2013£'000
Ordinary shares of £0.0000001 each 6,207,074 - 6,207,074 -
Deferred shares of £0.00000001 each 4,999,994,534,696 50 4,999,994,534,696 50
50 50
Shares issued in the year
No shares were issued in the current year.
During 2013, the last remaining 455 A shares and 455 B shares were converted
to 3,708 ordinary shares and 45,499,958,388 deferred shares, in accordance
with the right attaching to the A and B shares.
In addition, 3,000 ordinary shares were issued for cash consideration of
£4,125 on exercise of share options.
Treasury shares
During the year the Company acquired 114,000 (2013: 559,028) of its own
Ordinary shares for total consideration of £307,000 (2013: £1,616,000). This
brings the total number of Ordinary shares held in treasury to 2,121,116
(2013: 1,947,116) with an aggregate nominal value of less than £1.
Rights attaching to deferred shares
The Deferred shares carry no rights to participate in the profits or assets of
the Company and carry no voting rights.
21 Reserves
All movements on reserves are disclosed in the consolidated statement of
changes in equity.
The following describes the nature and purpose of each reserve within owners'
equity:
Reserve Nature and purpose
Share premium Amount subscribed for share capital in excess of nominal value
Revaluation reserve Cumulative net unrealised gains and losses arising on the revaluation of the Group's available for sale investments
Retained earnings Cumulative net gains and losses recognised in the consolidated income statement
22 Business combinations (2013)
The Group acquired the business and certain assets of JMP Consultants Limited
(a transport planning and consultancy business) on 15 May 2013 for total cash
consideration of £415,000. The fair values of assets and liabilities
acquired, and resulting gain on bargain acquisition (credited to the income
statement), are set out below:
Book value£'000 Fair value adjustments£'000 Fair values£'000
Property, plant and equipment 28 (7) 21
Trade and other receivablesTrade and other payables 1,191(638) 386(128) 1,577(766)
Net assets acquired 581 251 832
Gain on bargain acquisition (417)
Consideration (settled in cash) 415
A gain on bargain acquisition arose because the business was in financial
distress at the time of the acquisition and because of limited visibility of
its financial performance. As the acquisition was of a business and not of a
separate legal entity it is not possible to reliably disclose the results of
the acquired business in the period before the acquisition. The results of
the acquired business after the acquisition form the results of the transport
planning and engineering segment as disclosed in note 5.
23 Leases
Operating leases - lessee
The Group leases most of its properties. The terms of property leases vary,
although they all tend to be tenant repairing with rent reviews every 2 to 5
years; some have break clauses. The total future values of minimum lease
payments are due as follows:
Land and buildings2014£'000 Other 2014£'000 Land and buildings2013£'000 Other2013£'000
Not later than one year 127 - 66 -
Later than one year and not later than five years 670 - 699 -
Later than five years 14 - - -
811 - 765 -
24 Share-based payments
The Company has operated two share-based payment schemes, an approved EMI
equity-settled share-based remuneration scheme for certain employees and an
unapproved equity-settled share scheme for certain management. Under the EMI
scheme, the options vested on achievement of employee-specific targets subject
to a compulsory 2.5 or 3 year vesting period and can be exercised for a
further 7.5 or 7 years after vesting. All options issued have now either
lapsed or been exercised, such that there are no options in issue as at 31
December 2014 (2013: 31,000).
Options in issue during the year are summarised below:
Weighted average exercise price2014 Number2014 Weighted average exercise price2013 Number2013
Outstanding at beginning of the year 187.5p 31,000 183.1p 34,000
Granted during the year - - - -
Exercised during the year - - 137.5p (3,000)
Lapsed during the year (187.5)p (31,000) - -
Outstanding at the end of the year N/A - 187.5p 31,000
All options in issue were fully vested prior to 1 January 2013, hence there is
no share based payment charge in 2014 or 2013, in respect of share options.
The share based payment charge of £158,000 in the income statement for 2014 is
in respect of shares issued in JMP Consultants Limited to certain management
of that business. In determining the Group's share-based payment charge
arising in respect of the shares issued to non-controlling interests (as set
out in note 24), the Group has evaluated the enterprise value of JMP. This
evaluation has considered the range of possible earnings multiples that could
apply on an exit to a business such as JMP, the rights attaching to the shares
issued, the proportion of the resulting equity participation and the existence
of a single large shareholder with significant influence.
25 Related party transactions
Details of amounts payable to Directors are disclosed in note 4. Other than
their remuneration and participation in the Group's share option schemes (note
24), there are no transactions with key members of management.
There were no other material transactions with related parties.
26 Contingent liabilities
The Group had no material contingent liabilities as at the date of these
financial statements.
27 Non-controlling interests
The non-controlling interests of £1,141,000 (2013: £542,000 ) relate to the
net assets attributable to the shares not held by the Group at 31 December
2014 in the following subsidiary undertakings:
Name of subsidiary undertaking 2014£'000 2013£'000
NMT Group Limited 75 76
JMP Consultants Limited 271 -
Shire Foods Limited 795 466
1,141 542
Summarised financial information (before intra-group eliminations) in respect
of those subsidiaries with material non-controlling interests is presented
below. Comparative figures for JMP Consultants Limited are not disclosed as
there was no non-controlling interest at any point during 2013.
JMP Consultants Limited Shire Foods Limited
2014£'000 2014£'000 2013£'000
Property, plant and equipmentCurrent assetsNon-current liabilitiesCurrent liabilities 2314,295-(3,444) 5,1294,424(822)(4,748) 5,3732,884(1,864)(4,061)
Net assets (equity) 1,082 3,983 2,332
Attributable to:
GroupNon-controlling interests 811271 3,188795 1,866466
1,082 3,983 2,332
Revenue 11,761 12,133 8,531
Profit for the year (stated after intra-group management and interest charges) 293 1,651 117
Profit for the year attributable to non-controlling interests 73 330 23
28 Events after the balance sheet date
On 25 March 2015, the Group announced the acquisition of Impetus Automotive
Limited ("IAL"). IAL's principal activity is the provision of consulting
services to the automotive sector, including vehicle manufacturers,
dealerships and national sales companies. The company, which has UK offices in
Warwick and Cranfield, employs approximately 200 people serving clients in the
UK and a number of other international markets. Further information on the
IAL's activities can be found at www.impetusautomotive.com.
Volvere, through a wholly-owned subsidiary, settled certain debt obligations
of IAL's parent company and acquired the entire share capital of IAL for a
total cash consideration of £1.26 million, satisfied from Volvere's
existing cash resources. It is expected that Volvere's shareholding in IAL
will reduce through the issue of new equity to key stakeholders in due
course.
Volvere has made working capital facilities available to IAL. For the 10 month
period ended 31 January 2015, IAL's unaudited net revenue was £9.7 million
with an adjusted loss before tax of £0.1 million. For the 12 month period
ended 31 March 2014, being the period representing the last audited annual
financial information, IAL reported £15.6 million of revenue and profit before
tax of £1.5 million. The reported profit figure excludes any allocation of
certain central overhead costs which were previously borne by IAL's parent
company.
The provisional fair values of the net assets acquired are as follows:
Book value£'000 Fair value adjustments£'000 Fair values£'000
Property, plant and equipment 182 - 182
Trade and other receivablesTrade and other payables (Note (a)) 2,590(1,702) -- 2,590(1,702)
Net assets acquired 1,070 - 1,070
Goodwill 190
Consideration (settled in cash) 1,260
Note (a): the creditors of IAL noted above do not include debt obligations
held in another Impetus group company, which Volvere settled as part of the
acquisition. The consideration of £1.26 million includes a debt settlement of
£1.06 million.
-ENDS-
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