REG - Volvere PLC - Preliminary Results <Origin Href="QuoteRef">VLE.L</Origin> - Part 3
27/05/2016 11:03
- Part 3: For the preceding part double click ID:nRSa4754Zb
-- 188863 368955
Disposals - - (24) (24)
Disposals - discontinued operations (222) - (216) (438)
At 31 December 2015 180 2,430 4,640 7,250
Accumulated depreciation
At 1 January 2014 11 53 566 630
Disposals (9) - (9) (18)
Charge for the year 24 22 370 416
At 31 December 2014 and 1 January 2015AcquisitionsDisposals 2654- 75-- 927131(8) 1,028185(8)
Disposals - discontinued operations (52) - (138) (190)
Charge for the year - including discontinued operations 35 20 407 462
At 31 December 2015 63 95 1,319 1,477
Net book value
At 31 December 2015 117 2,335 3,321 5,773
At 31 December 2014 104 2,355 2,902 5,361
The net book value of property, plant and equipment held on finance leases was
£695,000 (2014: £501,000). Freehold property was subjected to an independent
valuation on 15 April 2014. The valuation was £2,450,000. The net book value
of the revalued property is £2,335,000 (2014: £2,355,000) and its historical
cost was £1,964,200.
13 Inventories
2015£'000 2014£'000
Raw materials Finished products 360746 378559
1,106 937
14 Financial assets (current)
2015£'000 2014£'000
Available-for-sale investments 4,313 921
During the year the Group invested in equity funds pursuant to its treasury
management policies. At the year end the cost of these investments was
£4,930,000 (2014: £603,000).
15 Trade and other receivables
2015£'000 2014£'000
Trade receivables 6,400 5,151
Less: provision for impairment of trade receivables (1) (75)
Net trade receivables 6,399 5,076
Other receivables 1,166 119
Amounts recoverable on contracts 260 1,078
Prepayments and accrued income 248 337
8,073 6,610
The fair value of trade receivables approximates to carrying value at 31
December 2015 and 2014.
The Group is exposed to credit risk with respect to trade receivables due from
its customers, primarily in the automotive consulting and food manufacturing
segments. Both segments have a relatively large number of customers, however
there is a significant dependency on a small number of large customers who can
and do place significant contracts. Provisions for bad and doubtful debts are
made based on management's assessment of the risk taking into account the
ageing profile, experience and circumstances. There were no significant
amounts due from individual customers where the credit risk was considered by
the Directors to be significantly higher than the total population.
There is no significant currency risk associated with trade receivables as the
vast majority are denominated in Sterling.
The ageing analysis of trade receivables is disclosed below:
2015£'000 2014£'000
Up to 3 months 6,206 5,057
3 to 6 months 190 64
6 to 12 months 4 27
Over 12 months - 3
6,400 5,151
16 Trade and other payables
2015£'000 2014£'000
Current:
Trade payables 1,200 997
Other tax and social security 729 755
Other payables 84 655
Accruals 1,479 1,169
Deferred income 566 490
4,058 4,066
One of the Group's subsidiaries, Shire Foods Limited ("Shire"), entered into a
company voluntary arrangement ("CVA") in January 2012. Under the terms of the
CVA Shire were to pay £350,000 over a maximum 3 year period in satisfaction of
unsecured liabilities of approximately £1,200,000.
During 2014 Shire made the final payments due under the CVA and, in so doing,
was released from all remaining liabilities that were subject to the CVA. The
balances released totalled £852,000 and the associated credit is shown
separately in the income statement, under the caption "exceptional items".
The fair value of all other trade and other payables approximates to book
value at 31 December 2015 and at 31 December 2014.
17 Financial instruments - risk management
The Group's principal financial instruments are:
· Trade receivables
· Cash at bank
· Current asset investments
· Loans and finance leases
· Trade and other payables
The Group is exposed through its operations to one or more of the following
financial risks:
· Cash flow interest rate risk
· Foreign currency risk
· Liquidity risk
2015£'000 2014£'000
Tax losses carried forward 619 600
Excess of depreciation over capital allowances 5 7
Short term temporary differences 9 11
Net unrecognised deferred tax asset 633 618
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 elements of the deferred tax assets have not been recognised
because there is insufficient evidence that they will be recovered.
20 Share capital
Authorised
2015Number 2015£'000 2014Number 2014£'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
2015Number 2015£'000 2014Number 2014£'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
Treasury shares
During the year the Company acquired 60,000 (2014: 114,000) of its own
Ordinary shares for total consideration of £180,000 (2014: £307,000). This
brings the total number of Ordinary shares held in treasury to 2,121,116
(2014: 2,061,116) 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 short-term 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
The Group acquired Impetus Automotive Limited (an automotive consultancy
business) on 26 March 2015 for total consideration of £1.18 million comprising
cash and the settlement of certain liabilities of IAL's parent company.
The provisional fair values of assets and liabilities acquired and resulting
goodwill are summarised below:
Book value£'000 Fair value adjustments£'000 Fair values£'000
Intangible assets 95 - 95
Property, plant and equipment 185 - 185
Cash and cash equivalents 234 - 234
Trade and other receivables 3,042 - 3,042
Trade and other payables (note (a)) (2,754) - (2,754)
Net assets acquired 802 - 802
Goodwill recognised 380
Consideration (settled in cash) 1,182
Note (a): the creditors of IAL noted above include the debt obligations held
in another former Impetus group company, which Volvere settled as part of the
acquisition. The consideration of £1.18 million includes a debt settlement of
£1.08 million. Costs of undertaking the transaction amounting to £0.07
million have been charged to the income statement as administrative expenses.
It is not practicable, because of the changes in IAL's former group structure
and management, to disclose the revenue and profit or loss for the Group as if
IAL had been acquired on 1 January 2015.
The cash flows associated with the acquisition are as follows:
Book value£'000
Consideration (settled in cash) 1,182
Purchase of intellectual property 65
Cash acquired (234)
Net cash outflow 1,013
Goodwill arose on the acquisition because of value inherent in the acquired
business' staff and reputation, neither of which are considered to be
separately identifiable intangible assets under IFRS 3 (Revised).
The acquired business' revenue and profit for the period from acquisition to
the balance sheet date are disclosed in note 5 as the acquired business forms
the entire Automotive Consulting segment.
23 Leases
Operating leases - lessee
The Group leases certain 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 buildings2015£'000 Other 2015£'000 Land and buildings2014£'000 Other2014£'000
Not later than one year 170 108 127 -
Later than one year and not later than five years 658 51 670 -
Later than five years 543 - 14 -
1,371 159 811 -
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 2015 (2014: nil).
Options in issue during the year are summarised below:
Weighted average exercise price2015 Number2015 Weighted average exercise price2014 Number2014
Outstanding at beginning of the year - - 187.5p 31,000
Granted during the year - - - -
Exercised during the year - - - -
Lapsed during the year - - (187.5)p (31,000)
Outstanding at the end of the year N/A - N/A -
All options in issue were fully vested prior to 1 January 2014, hence there is
no share based payment charge in 2015 or 2014, in respect of share options.
A share based payment charge of £158,000 was included in the income statement
for 2014 (discontinued activities) 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 27), the Group evaluated the
enterprise value of JMP. This evaluation 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. There were
no other transactions with key members of management, and 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 £1,046,000 (2014: £1,141,000 ) relate to the
net assets attributable to the shares not held by the Group at 31 December
2015 in the following subsidiary undertakings:
Name of subsidiary undertaking 2015£'000 2014£'000
NMT Group Limited 74 75
JMP Consultants Limited - 271
Shire Foods Limited 972 795
1,046 1,141
Summarised financial information (before intra-group eliminations) in respect
of those subsidiaries with material non-controlling interests is presented
below.
JMP Consultants Limited Shire Foods Limited
2014£'000 2015£'000 2014£'000
Property, plant and equipmentCurrent assetsNon-current liabilitiesCurrent liabilities 2314,295-(3,444) 5,5914,569(1,988)(3,023) 5,1294,424(822)(4,748)
Provisions - (277) -
Net assets (equity) 1,082 4,872 3,983
Attributable to:
Group 811 3,901 3,188
Non-controlling interests 271 971 795
1,082 4,872 3,983
Revenue 11,761 15,476 12,133
Profit for the year (stated after intra-group managementand interest charges) 293 888 1,651
Profit for the year attributable to non-controlling interests 73 177 330
28 Post balance sheet events
Following the end of the year, Impetus Automotive Limited ("IAL") issued
shares to certain of its management, which are subject to vesting conditions.
Upon full vesting, the Group's share of IAL is expected to reduce to
approximately 79%. The financial effect will be to reduce the Group's
participation in the results of IAL and its net assets.
- ENDS -
This information is provided by RNS
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