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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Chelford | LSE:CHR | London | Ordinary Share | GB00B02TW537 | ORD 100P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 207.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:0910B Chelford Group PLC 06 April 2006 FOR IMMEDIATE RELEASE 6 April 2006 Chelford Group plc PRELIMINARY RESULTS FOR 2005 Chelford Group plc ("Chelford" or the "Group"), the specialist IT solutions group, announces its audited for the year to 31 December 2005. Key points: * Results show continued growth in turnover and profits. * These results are reported under IFRS. * Revenues increased 22% to #14.5m (2004: #11.9m). * Group operating profit before tax and amortisation of goodwill increased 49% to #1.50m (2004: #1.01m). Profit before tax increased 35% to #1.37m (2004: #1.01m). * Acquisitions during the year contributed to both revenue and profit. If Agility Systems and Shian has been in the Group for the full year, annualised revenue would have been #18.0m and EBTA #1.81m. * Basic earnings per share before goodwill amortisation were 22% higher at 17.98p (2004: 14.68p). * Net cash at 31 December 2005 was #0.90m (2004: #2.10m) after investing #2.68m on acquisitions during the year. * New customer wins in 2005 included JT Blakeman, Kettle Produce, Uniq, George Adams, Glisten Confectionery, Firth Rixson, Supercook, Findel, Neopost and Findus. * Creation of RFID Solution Centre as a Group centre of excellence to drive activities in the emerging RFID market for applications ranging from asset tracking to supply chain automation. On outlook, William Birkett, Chelford's Chairman stated: "Orders received in the first quarter are encouraging and we are engaged with numbers of good opportunities across all operating divisions. The Board is confident of the prospects of the Group for 2006 and anticipates a satisfactory outcome for the full year." About Chelford Chelford Group plc, the specialist IT solutions provider is headquartered in Basingstoke, Hampshire and its shares are quoted on AIM (stock code: CHR). Chelford provides specialist systems solutions for its target markets based upon its own IPR, SAP, Microsoft and RFID technologies. For further information, please contact: Trevor Lewis, Chief Executive today: 020-7367-8888 thereafter: 01256-685400 Steve Liebmann or Susan Scott, 020-7367-8883 or 07802-888159 Bankside CHAIRMAN'S STATEMENT Introduction Continuing the previous two years of strong growth, Chelford Group made excellent organic progress during 2005 and also expanded the Group product and service offerings into the complementary areas of Microsoft technology services, SAP Near Shore support services and RFID through acquisition. The acquisition of Agility Systems Limited and Shian Limited made during the year fit well with existing activities, providing greater depth, breadth and resources. The addition of RFID technologies to Chelford's portfolio takes the group into an emerging high-growth business segment which introduces asset tracking opportunities and complements its supply chain solutions businesses. Acquisitions In line with our strategy of acquiring complementary businesses capable of organic growth, 2005 saw the addition of two new acquisitions to the Group. In August 2005, we acquired Agility Systems Limited specialising in Supply Chain, Radio Frequency (RF) and Radio Frequency Identification (RFID) solutions. In October 2005, we acquired Shian Limited, which specialises in two areas of operation: Microsoft technologies and Business Systems plus SAP Near Shore support. These acquisitions are complementary to the SSI and SAP Divisions and offer opportunities for cross-selling, cross-servicing and bidding. Agility Systems' subsidiary, RFID Solution Centre, becomes the Group centre of excellence for RFID, and Shian becomes the Group centre of excellence for Microsoft technologies and Microsoft Business Systems. In 2006, the Shian SAP Near Shore operation will be merged into Chelford SAP Solutions. Results and Finance The segmental analysis of revenue and profit for 2005 reported under IFRS is: 2005 2004 Change Revenue: SSI Division #7.96m #7.35m +8% SAP Division #5.36m #4.50m +19% Acquisitions #1.17m - - ---------------------------------------------------------- Total #14.49m #11.85m +22% ---------------------------------------------------------- Operating SSI Division #1.04m #0.67m +55% profit*: SAP Division #0.04m #0.29m -87% Acquisitions #0.36m - - ---------------------------------------------------------- Total #1.44m #0.96m +50% ---------------------------------------------------------- * Before amortisation of intangible assets and interest Group turnover for the year increased by 22 per cent to #14,494,000 (2004: #11,852,000). Earnings before tax and amortisation of intangible assets were #1,503,000 (2004: #1,008,000), an increase of 49 per cent. Intangible asset amortisation was #136,000 (2004: Nil). The profit before tax was #1,367,000 (2004: #1,008,000). Basic earnings per share were 17.98p (2004: 14.68p) and earnings per share before amortisation of goodwill were 19.99p (2004: 14.68p). The acquisitions during the year contributed #1,175,000 to revenue and #358,000 to operating profit. On a pro forma basis, had Agility Systems and Shian been in the Group for the full year, annualised turnover would have been #17,964,000 (an increase of 52 per cent) and EBTA #1,814,000 (an increase of 80 per cent). The Group continues to be debt free and cash generative, with year end net cash of #869,000 (2004: #2,078,000) after investing a net #2,539,000 in acquisitions during the second half of the year. Strategy The Group is committed to a strategy of developing its business by organic growth and through acquisitions. The results for 2005 show good progress in both respects. The Group will continue to develop its business organically and seek complementary acquisitions with the potential for further growth. Staff In 2005, we welcomed to the Group the management teams and staff of Agility Systems and Shian. The Group now employs in excess of 160 people at its offices in Basingstoke, Darlington and Glasgow. I would like to extend my thanks to the management team and staff for their commitment and expertise in continuing to take the business forward during the year. Outlook In 2006, the Group will continue to invest in developing our operating divisions and in bringing to market the new product and service offerings presented by our recent acquisitions. We will continue to seek new business opportunities in our target markets and to take advantage of the excellent opportunities within our extended customer base. Orders received in the first quarter are encouraging and we are engaged with numbers of good opportunities across all operating divisions. The Board is confident of the prospects of the Group for 2006 and anticipates a satisfactory outcome for the full year. William Birkett Chairman CHIEF EXECUTIVE'S REVIEW Group Development Over the past year, Chelford's business has developed further to offer core system solutions for target vertical markets based on Chelford's own IPR in TROPOS and Agility's supply chain products plus solutions based on SAP and Microsoft software. Underlying technology and support services have been strengthened through the acquisition of a Microsoft Gold Partner in Shian and through the strong RF and RFID capabilities of Agility and RFID Solution Centre. Agility Systems and Shian have both been integrated successfully into the Group. Good progress is being made in developing opportunities for cross-selling between Group companies and as RFID begins to accelerate its penetration of supply chain, we are confident that our new RFID Solutions business will benefit from access to existing group customers. In order to develop group-wide new business opportunities, a Group Marketing Director has been appointed. On an operational level, Shian's SAP Near Shore support activities are expected to assist in reducing the expenditure on outside SAP contracting staff incurred by the SAP Division in the second half of 2005 (see below). SSI Division In 2005, SSI achieved an 8 per cent growth in revenue to #7,963,000 (2004: #7,350,000) and a 55 per cent increase in operating profit to #1,037,000 (2004: #667,000). The business continued to reinforce its position as a leading supplier of Enterprise and Supply Chain solutions to the Food and Drink, Chemicals and Pharmaceuticals and Mills and Metals sectors, with significant contract wins with J T Blakeman, Kettle Produce, Uniq, George Adams, Glisten Confectionery, Naturally Best, C&D Foods, Dairy Farmers of Britain, Inter Link Foods, PDMS and Firth Rixson. During the year, SSI further developed its Managed Services business which now accounts for 19 per cent of SSI revenues. It is an opportunity which we will continue to develop. Further investment was made in developing TROPOS, SSI'S Enterprise and Supply Chain Solution, focused on meeting the needs of its target markets. In addition, during 2006, the integration of TROPOS with Microsoft technology was further strengthened. Research and Development costs expensed totalled #525,000 (2004: #613,000). SAP Division The SAP Division continued its strong top-line growth, with revenue up by 19 per cent at #5,357,000 (2004: #4,502,000). New licence returns to SAP increased by 85 per cent but operating profit was disappointing at #38,000 (2004: #289,000). This reflected a significant increase in expenditure on sub-contractors, particularly in the second half year, to deliver the increase in demand. These costs are expected to reduce in 2006, helped both by increased direct recruitment and by Shian's SAP team in Scotland. The SAP Division is focused on the Wholesale and Distribution and Consumer Packaged Goods market sectors and achieved significant contract wins at Supercook, Findel, Neopost and Findus. To supplement the All-in-One SAP qualified solutions we offer in Healthcare, Mail Order, Consumer Products and High Tech, in 2005 a further qualified solution was developed for Grocery Distribution. Development costs of #355,000 relating to qualified solutions were capitalised under IFRS and will be amortised over a three year period from initial sale. During 2006, we will continue to invest in strengthening SAP delivery management and delivery capacity and in providing improved support offerings to our customers. With the acquisition of Shian, we will expand our SAP services to offer Near Shore support services. For 2006, the Shian SAP operation will be reported as part of the SAP Division. Agility Systems Agility Systems (Agility) was acquired at the end of August 2005 and in its first four months in the Group, delivered a strong performance, with revenue of #909,000 and operating profit of #330,000. For the full year, Agility had revenues of #2,777,000 and profit before taxation of #424,000. Agility provides Supply Chain Solutions based on product packs and Radio Frequency (RF) hardware. Agility is a Premier Honours Partner of Intermec, a leading supplier of RF and Radio Frequency Identification (RFID) hardware. During 2005, Agility formed a new business, RFID Solution Centre Limited ("RFIDSC"), to bring to market Agility's solutions for RFID. RFID is a new technology with broad applicability to a wide range of applications from asset tracking to supply chain automation. The introduction of RFID technology involves the optimisation of key variables including a range of radio frequencies, read distances, product and tag variability in a variety of physical environments. RFIDSC have developed a tool set to address these issues in establishing a Blueprint for optimising RFID-automated processes. In addition, RFIDSC provide process design consultancy, have tools to configure automated processes and supply the hardware as only one of three UK partners of Intermec authorised to sell RFID equipment. RFIDSC has implemented its first solution for Geopost at a parcel distribution hub and has sold pilot licences to Intermec for sales engineers in the USA and Europe to use the Agility tool set for assessing RFID feasibility in any given environment. RFID in 2006 is an emerging market in which Chelford will invest, in addition to strengthening the Agility and RFIDSC go-to-market model. Shian Shian Limited was acquired at the end of October 2005 and in its first two months with the Group delivered operating profit of #28,000 on revenue of #265,000. For the 12 months to 31 December 2005, Shian had revenues of #1,868,000 and profit before taxation of #246,000. Shian is a Microsoft Gold Certified Partner for Data Management Solutions, Custom Development, Business Intelligence, Web Development, Microsoft Business Solutions and also provides SAP Near Shore support services. The SAP Near Shore Support operation will be merged with the SAP Division during 2006 and the Microsoft business will become Chelford for Microsoft, the Group centre of excellence for Microsoft technologies and Dynamics AX. The Group will invest in strengthening the Shian management structure and go-to-market model, as well as building additional delivery capacity to offer SAP Near Shore support services to a broader range of customers. Outlook for 2006 With a clear focus on our target vertical markets and with 86 per cent of revenues in 2006 anticipated to come from our extended Customer Base, we will continue to invest for growth based on the capability of our extended solutions, the expertise of our people and the strength of our processes. Additional investment in 2006 will strengthen our management teams, provide a stronger Group-led go-to-market focus and further develop Managed Services, RFID products and services and a SAP Near Shore support operation. The extended Group has complementary opportunities for contributing to growth and we look forward to further performance improvement in 2006. Trevor Lewis Chief Executive Officer FINANCE DIRECTOR'S REVIEW In 2005, the Group delivered a strong financial performance and excellent cash flow through good operating performance and management of working capital, which strengthened shareholders funds' on the Balance Sheet. Group Results * Full year turnover increase by 22 per cent. to #14,494,000 (2004: #11,852,000) * Continuing operations revenue increased by 12 per cent. to #13,319,000 (2004: #11,852,000) * Group profit before tax and amortisation of intangible assets improved by 49 per cent. to #1,503,000 (2004: #1,008,000) * The intangible assets amortisation of #136,000 is in respect of the acquisition of Agility and Shian; the intangible assets are being amortised over the expected period of useful economic life * Earnings per share before amortisation of goodwill increased by 36 per cent. to 19.99p (2004: 14.68p) * Basic earnings per share increased by 22.5 per cent. to 17.98p (2004: 14.68p) Balance Sheet * Non current assets increased by #5,953,000 in 2005 to #11,591,000. Intangible assets increased by #5,721,000 to #10,928,000. This mainly represents the intangible asset associated with the acquisition of Agility and Shian, less #136,000 of intangible amortisation. * The balance contained within non current liabilities of #1,935,000 represents the maximum deferred consideration payable to the vendors of Agility - #800,000 and Shian of #1,135,000. * The share capital has increased by #486,000 due to the issue of 486,000 ordinary #1 shares for the acquisition of Agility. Cash Flow * The Group's net cash outflow for 2005 was #1,209,000 (2004 inflow: #726,000) * During 2005, the Group spent #2,539,000 on the acquisition of Agility and Shian. If acquisition monies are written back, then cash increased by #1,330,000. This represents an 88 per cent. conversion to EBTA (2004: 72 per cent.). * Net Bank interest received for the Group in the year was #68,000 (2004: #46,000) * Capital expenditure for the Group in 2005 amounted to #91,000 (2004: #124,000) International Financial Reporting Standards Chelford Group elected to prepare its accounts under IFRS from 1 January 2005. The main change is that due to the adoption of IFRS, the goodwill carried prior to the adoption to IFRS is now reviewed by the Board for impairment rather than being amortised over its expected period of useful economic life. As mentioned above, the current amortisation change relates to the acquisition of Agility and Shian. Martin Anderson Finance Director & Company Secretary Consolidated income statement for year ended 31 December 2005 2005 2004 #000 #000 Revenue 14,494 11,852 Cost of sales (8,153) (6,491) Gross profit 6,341 5,361 Other operating income 81 - Administrative expenses (5,123) (4,402) Operating profit 1,299 959 Financial income 72 49 Financial expenses (4) - Net financing costs 68 49 Profit before tax 1,367 1,008 Income tax expense (147) (36) Profit for the year 1,220 972 Basic earnings per share 17.98p 14.68p Consolidated statement of recognised income and expense for year ended 31 December 2005 2005 2004 #000 #000 Net income recognised directly in equity - - Profit for the year 1,220 972 Total recognised income and expense 1,220 972 Consolidated balance sheet at 31 December 2005 2005 2004 #000 #000 Non-current assets Property, plant and equipment 466 431 Intangible assets 10,928 5,207 Investments - - Deferred tax assets 197 - 11,591 5,638 Current assets Trade and other receivables 6,322 3,849 Cash and cash equivalents 869 2,078 7,191 5,927 Total assets 18,782 11,565 Current liabilities Trade and other payables (5,525) (3,138) Income tax payable (499) (26) (6,024) (3,164) Non-current liabilities Trade and other payables (1,935) - Deferred tax liabilities (2) - (1,937) - Total liabilities (7,961) (3,164) Net assets 10,821 8,401 Equity attributable to equity holders of the parent Share capital 7,108 6,622 Share premium 3,326 2,612 Retained earnings 387 (833) Total equity 10,821 8,401 Consolidated cash flow statement for year ended31 December 2005 2005 2004 #000 #000 Cash flows from operating activities Profit for the year 1,220 972 Adjustments for: Depreciation, amortisation and impairment 276 165 Financial income (72) (49) Financial expense 4 - Taxation 147 36 Operating profit before changes in working capital and provisions 1,575 1,124 Decrease in stock 2 - Increase/(decrease) in trade and other (1,540) (17) receivables Increase/(decrease) in trade and other 1,581 (306) payables Cash generated from the operations 1,618 801 Interest paid (4) - Tax paid 131 - Net cash from operating activities 1,745 801 Cash flows from investing activities Interest received 32 49 Acquisition of subsidiary - - Acquisition of subsidiary - net of cash (2,539) (124) acquired Acquisition of property, plant and (91) - equipment Development expenditure acquisition of intangible assets (355) - Net cash from investing activities (2,953) (75) Net increase in cash and cash equivalents (1,209) 726 Cash and cash equivalents at 1 January 2,078 1,352 Cash and cash equivalents at 31 December 869 2,078 NOTES 1 Segmental analysis Segment information is presented in respect of the Group's business and geographical segments. The primary format, business segments is based on the Group's management and internal reporting structure. Segment results and assets and liabilities include items directly attributable to a segment. Unallocated items comprise mainly amortisation and tax charges. Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to be used for more than one period. All activities were in respect of continuing operations. 2 Business Segments 2005 Chelford SSI SAP Agility Shian Group plc Limited Solutions Group Limited Total #000 #000 #000 #000 #000 #000 Revenue - 7,963 5,357 909 265 14,494 Profit before tax and amortisation 70 1,037 38 330 28 1,503 2004 Chelford SSI SAP Group plc Limited Solutions Total #000 #000 #000 #000 Revenue - 7,350 4,502 11,852 Profit before tax and amortisation 52 667 289 1,008 3 Acquisitions of subsidiaries On 31 August 2005, the Group acquired all the shares in Agility Systems Limited for #3,800,000 excluding acquisition cost of #136,000. The company provides computer hardware and software consultancy services. In the 4 months to 31 December 2005 the subsidiary contributed a net profit of #232,000 to the consolidated net profit for the year. Effect of acquisitions The acquisitions had the following effect on the Group's assets and liabilities. Acquiree's Fair value Acquisition book values adjustments amounts #000 #000 #000 Acquiree's net assets at the acquisition date: Property, plant and equipment 73 (4) 69 Stocks 2 - 2 Trade and other receivables 547 - 547 Cash and cash equivalents 589 - 589 Trade and other payables (503) - (503) Net identifiable assets and 708 (4) 704 liabilities Goodwill on acquisition 2,385 Intangible on acquisition - Customer relationships and contracts 204 Intangible on acquisition - IT related intangible assets 643 3,936 Consideration paid - Including legal fees of #47k satisfied in; Cash 1,800 Shares 1,200 Deferred consideration 800 Acquisition costs 136 Cost of Investment 3,936 The residual goodwill will represent: * the expectation of winning contracts and generating relationships with new customers in the future; * the ability to identify new products over the coming years and take them to market; * the proportion of the total synergy related value paid in the purchase price; and * the value of the acquired work force. On 31 October 2005, the Group acquired all the shares in Shian Limited for #2,500,000 excluding acquisition cost of #74,000. The company provide computer consultancy services. In the 2 months to 31 December 2005 the subsidiary contributed net profit of #18,000 to the consolidated net profit for the year. Effect of acquisitions The acquisitions had the following effect on the Group's assets and liabilities. Acquiree's Fair value Acquisition book values adjustments amounts #000 #000 #000 Acquiree's net assets at the acquisition date: Property, plant and equipment 15 15 Trade and other receivables 368 (23) 345 Cash and cash equivalents 247 - 247 Trade and other payables (303) - (303) Net identifiable assets and 327 (23) 304 liabilities Goodwill on acquisition 1,981 Intangible on acquisition - Customer relationships and contracts 289 2,574 Consideration paid including legal fees of #32k, satisfied in; Cash 1,365 Deferred consideration 1,135 Acquisition costs 74 Cost of Investment 2,574 The residual goodwill will represent: * the expectation of winning contracts and generating relationships with new customers in the future; * the ability to identify new products over the coming years and take them to market; * the proportion of the total synergy related value paid in the purchase price; and * the value of the acquired work force. 4 Explanation of transition to Adopted IFRS These are the Group's first consolidated financial statements prepared in accordance with Adopted IFRSs. The accounting policies have been applied in preparing the financial statements for the year ended 31 December 2005, the comparative information presented in these financial statements for the year ended 31 December 2004and in the preparation of an opening IFRS balance sheet at 1 January 2004 (the Group's date of transition). In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (UK GAAP). An explanation of how the transition from UK GAAP to Adopted IFRS has affected the Group's financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables. Reconciliation of equity 1 January 2004 31 December 2004 UK Effect of Adopted UK Effect of Adopted GAAP ransition IFRSs GAAP transition IFRSs to Adopted to Adopted IFRSs IFRSs Note #000 #000 #000 #000 #000 #000 Non-current assets Property, plant and equipment 472 - 472 431 - 431 Intangible assets a 5,207 - 5,207 4,481 726 5,207 5,679 - 5,679 4,912 726 5,638 Current assets Trade and other receivables 3,842 - 3,842 3,849 - 3,849 Cash and cash equivalents 1,352 - 1,352 2,078 - 2,078 5,194 - 5,194 5,927 - 5,927 Total assets 10,873 - 10,873 10,839 726 11,565 Current liabilities Bank overdraft Trade and other payables (3,444) - (3,444) (3,138) - (3,138) Income tax payable - - - (26) - (26) Total liabilities (3,444) - (3,444) (3,164) - (3,164) Net assets 7,429 - 7,429 7,675 726 8,401 Explanation of transition to Adopted IFRS - Group 1 January 2004 31 December 2004 UK Effect of Adopted UK Effect of Adopted GAAP ransition IFRSs GAAP transition IFRSs to Adopted to Adopted IFRSs IFRSs Note #000 #000 #000 #000 #000 #000 Equity attributable to equity holders of the parent Share capital 6,622 - 6,622 6,622 - 6,622 Share premium 10,879 - 10,879 2,612 - 2,612 Retained earnings (10,072) (10,072) (1,559) 726 (833) Total equity 7,429 - 7,429 7,675 726 8,401 Notes to the reconciliation of equity a) IFRS 3 - Business combinations requires that purchased goodwill be subject to an annual impairment review only and not amortised. Reconciliation of profit for 31 December 2004 2004 UK GAAP Effect of Adopted transition IFRS to Adopted IFRS Note #000 #000 #000 Revenue 11,852 - 11,852 Cost of sales (6,491) - (6,491) Gross profit 5,361 - 5,361 Administrative expenses a (5,128) 726 (4,402) Operating profit before 233 726 959 net financing costs Financial income 49 - 49 Net financing costs 49 - 49 Profit before tax 282 726 1,008 Taxation (36) - (36) Profit for the year 246 726 972 Notes to the reconciliation of profit IFRS 3 - Business combinations requires that purchased goodwill be subject to an annual impairment review only and not amortised. Explanation of material adjustments to the cash flow statement for 31 December 2004 There are no other material differences between the cash flow statement presented under Adopted IFRSs and the cash flow statement presented under UK GAAP. 5 Financial information The financial information set out above does not constitute the company's statutory accounts within the meaning of section 240 of the Companies Act 1985 and are an extract from the Company's statutory accounts on which the auditors gave an unqualified opinion. The Group's accounts for the period ended 31 December 2005 will be filed with the Registrar of Companies in due course. The 2004 comparatives are derived from the statutory accounts for 2004 which have been delivered to the Registrar of Companies and received an unqualified audit report and did not contain a statement under the Companies Act 1985, s 237 (2) or (3). 6 Annual Report The Annual Report and Financial Statements will be sent to all shareholders in due course. Further copies will be available to the public from the Company Secretary at the Company's registered office, Chelford House, Hampshire International Business Park, Crockford Lane, Basingstoke, Hampshire RG24 8WH. This information is provided by RNS The company news service from the London Stock Exchange END FR UVVURNBRSRUR
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