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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Quayle Munro | LSE:QYM | London | Ordinary Share | GB0002996717 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 590.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMQYM
RNS Number : 6794M
Quayle Munro Holdings PLC
20 September 2012
Quayle Munro Holdings PLC
("Quayle Munro" or the "Group")
Results for the year ended 30 June 2012
Highlights
-- Revenue from continuing operations of GBP5.3m compared with GBP11.5m last year. -- Re-stated profit before tax GBP0.01m (2011 - GBP3.0m).
-- Statutory (loss)/profit before tax, including the impact of share awards, bonus payments and goodwill impairment charges GBP(8.1)m (2011 - GBP0.2m).
-- Final dividend of 22p per share. Total dividends 33p per share (2011 - 32p per share).
-- Net asset value per share at 30 June 2012, 696p per share, (2011 - 908p per share), including cash balances of GBP14.9m, 327p per share (2011 - 384p per share).
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-- Basic losses (183.4)p per share (2011 - (23.2)p) with fully diluted losses of (169.3)p per share (2011 - (21.2)p).
-- Completion of disposal of Edinburgh advisory business to its management, after the year end.
-- Advised on a number of major transactions, for companies including Virgin Group, Doctors.net.uk Limited, Sagient Research Systems Inc and Firstassist Legal Expenses.
-- Good pipeline of work, starting the current year with a high level of revenues.
Andrew Tuckey, Chairman, commented:
"Last year's results were adversely affected by the timing of deal completions; a number of these deals have now completed and as a result the current financial year has begun strongly. This, taken together with an encouraging pipeline of new business and a significantly lower cost base, promises well for the year and we are confident in achieving a good result for our shareholders".
For further information:
Quayle Munro Holdings PLC
Andrew Tuckey, Chairman 020 7907 4200
Nplus1 Brewin LLP (Nominated Advisor)
Sandy Fraser 0131 529 0272
Smithfield (Financial PR)
John Kiely 020 7360 4900
Chairman and Chief Executive's statement
Results
Last year was a difficult year for the Group: revenues were significantly down, we reorganised our operations in Edinburgh and decided to impair part of the goodwill carried on our balance sheet.
A summary of the Group's results is shown below. As in the previous year, we show the (loss)/profit before tax both as set out in the statutory accounts and as adjusted for the share scheme component in our remuneration. Under IFRS 2 (the accounting standard) we are required to amortise the costs of share issues over the awards vesting period; however, the Board regards the decision to award shares as a substitute for a cash bonus as a commitment at the time it is made because these awards have been allocated from the bonus pool in each year. Accordingly, the table below shows the effect on profits if all the commitments to award shares are charged against the year when they are made. In addition, the table shows the Group's pre tax (loss)/profit adjusted for non recurring items:
2012 2011 2010
GBP'000 GBP'000 GBP'000
------------------------------------------ -------- -------- --------
(Loss)/profit before tax - under
IFRS (8,071) 162 10,860
------------------------------------------ -------- -------- --------
*Illustrative adjustment to account
for LTIP, JOE and deferred cash schemes
being charged against the year in
which the commitments are made 470 775 (1,517)
------------------------------------------ -------- -------- --------
Re-stated (loss)/profit before tax (7,601) 937 9,343
------------------------------------------ -------- -------- --------
(Loss)/profit before tax adjusted
to normalise for non recurring items:
Impairment of goodwill 5,815 - -
Reorganisation and redundancy expenses 1,372 202 1,200
Loss from discontinued operations 440 - 95
Investment gains (15) (167) (7,107)
Impairment of investments held as
available for sale - 2,019 125
Share of associates profit - - (602)
------------------------------------------ -------- -------- --------
Re-stated profit before tax 11 2,991 3,054
------------------------------------------ -------- -------- --------
*In accordance with IFRS 2, the current year
results include charges in respect of the Long
Term Incentive plan (LTIP), the Jointly Owned
Equity plan (JOE) and the Deferred Cash Award
(DCA). The effect of the adjustment above is
to account for the cost of the LTIP first tranche
in 2011 and second tranche in 2012, leaving further
LTIP grants to be accounted for in future financial
years. In addition, the adjustment above accounts
for the full JOE award in 2010 and the DCA in
2011. No JOE or DCA bonus was granted in the
current year.
Group administrative expenses (after bonus and before exceptional items and share based reward costs) were GBP5.4m, a 21% decrease from GBP6.8m in 2011. Other operating expenses were GBP0.9m, decreasing from GBP2.2m in the previous year, reflecting charges for the 2011 share based bonus award (which was converted from a JOE scheme to a deferred cash award) and charges for both the 2010 LTIP and JOE schemes.
Total bonuses for the year, as approved by the Remuneration Committee of the Board, amounted to GBP0.3m (2011 - GBP3.8m), including GBPNilm (2011 - GBP0.7m) of deferred cash based bonus, chargeable against future profits. No bonuses were paid to Managing Directors and Directors and no LTIP tranche was granted in relation to the FY11/12.
Faced with continuing losses we concluded that our Edinburgh based advisory business was not viable within our existing corporate and cost structure. Accordingly, it was announced on 26 July that we had initiated discussions with a senior management team in Scotland with regard to the potential management buyout of the Scottish business. We are pleased that this transaction has now completed, with further details available in the announcement made earlier today. Under this arrangement the existing Scottish advisory business will be carried out by a new entity, Quayle Munro Project Finance LLP, and controlled by former senior management of Quayle Munro's Edinburgh office. Quayle Munro will continue to hold a minority stake and we expect to continue to work collaboratively with the new entity. Your Board believes this new structure will improve the profitability of the Group and that the new company will thrive with a lower cost structure and the motivation of equity ownership. Re-organisation and redundancy costs of GBP1.4m have been charged of which GBP1.2m relates to the Edinburgh operation, which contributed a loss of GBP0.4m. The GBP1.2m relating to the Edinburgh operation comprises, GBP0.4m redundancy costs, GBP0.5m property provision costs and GBP0.3m professional fees and other costs.
Following the annual goodwill impairment review, performed in compliance with International Accounting Standard (IAS) 36, we have impaired GBP5.8m of goodwill, being half the amount carried on the balance sheet. Drawing on the financial result for the year and with the departure of certain key individuals and consequent cessation of certain advisory activities in specialist sectors, the Board has concluded that an impairment charge was appropriate. This is an accounting entry with no cash or other economic consequences.
After the costs associated with the restructuring of the Group's Edinburgh based business, impairment of goodwill and share option charges, the basic loss per share was (183.4) p (2011 loss - (23.2) p), with fully diluted loss per share of (169.3) p (2011 loss - (21.2) p).
Advisory business
The difficult M&A market has been widely reported in the press and our advisory business is not immune to the economic environment. In particular, the timing of completion of transactions is unpredictable, and can have an impact on the results of the business.
Notwithstanding the comments above, we advised on a number of significant deals which concluded during the year, including:
-- The acquisition by Virgin Money of Northern Rock, a transaction on which Quayle Munro advised the Virgin Group over a number of years;
-- The sale of Doctors.net.uk Limited to M3, Inc., a publicly listed company on the Tokyo stock exchange;
-- The sale of Sagient Research Systems Inc to Informa plc, and; -- The sale of Firstassist Legal Expenses to Burford Capital Limited.
In the public market we advised the Board of LMS Capital plc on the company's new investment strategy and board composition.
We also advised the shareholders of Wood Mackenzie on a recapitalisation in July 2012 in which Hellman & Friedman took a majority stake in the business. The deal placed an enterprise value on Wood Mackenzie of GBP1.1bn. The fees from this transaction will be recognised in the current year ending 30 June 2013.
Although market conditions generally remain tough, our pipeline of business is good, and we continue to maintain our rigorous standards as we build the advisory business and reputation of Quayle Munro. We have added high calibre staff to the advisory team across all levels and will continue to do so. Julian Moore joined recently as a Managing Director from the Royal Bank of Scotland Plc where he was head of Media, EMEA.
We are optimistic about the prospects for the current year.
Morris
While the housing market has continued to demonstrate some signs of recovery, macroeconomic conditions remain challenging and the market place is constrained accordingly. The restriction of availability of finance for buyers along with fragile consumer confidence continues to constrain sales activity and the volume of housing transactions in the UK. Despite this, Morris performed well for the year ended 31 March 2012. Audited results reported: sales of GBP150m (2011 - GBP136m); pre-exceptional operating profits of GBP24m (2011 - GBP22m); and pre-exceptional profits before tax of GBP3m (2011 - GBP3m).
Morris is well positioned to address the market challenges, largely due to the strength of its management team, its established brand of affordable, but high quality homes and its renewed bank facility.
In line with previous years, Morris has commenced the current financial year cautiously, with some slippage in volume, albeit that this is largely offset by strong operating margins.
In considering the valuation of our holding in Morris, we believe that discounting the net tangible worth remains an appropriate valuation basis rather than using price earnings multiples. Using this approach (and applying a discount of 44% recognising gearing and that Morris is unlisted) results in an un-changed valuation of GBP5.1m for our equity interest, which when combined with our loan stock (fair valued at par) gives an un-changed total valuation of GBP9.3m (2011 - GBP9.3m).
Other investments
We continue to hold a number of other small unquoted investments and made two further investments during the year.
AMG, the video and data transmission security business, continues to perform well, against a difficult economic background in some of its overseas markets. Under its AMG Panogenics brand, its exciting new 360 degree security camera has now been launched and has already attracted significant interest and new orders.
Moneybarn (formerly Duncton) continues to make steady progress as the demand for loans for car purchases shows resilience against an unfavourable economic background. We took the opportunity to invest a further small amount in Moneybarn during the year when one of the founding shareholders sold a portion of his shares.
Nevis Range, the outdoor sports facility, has found the economic climate to be challenging and a poor ski season did not help. However some very successful mountain bike events and investments such as the 'high ropes' courses and attractive base station coffee shop have helped keep visitors coming and, more importantly, spending.
We have supported Vascular Flow Technology Ltd (formerly Tayside Flow Technology Ltd) (VFT) over many years. VFT continues to make slow but steady progress under its new CEO, Bill Allan, and with the financial support of a new investor.
During the year we made two further investments in companies where we believe there are exciting growth opportunities. MLex, a specialist provider of regulatory market intelligence and analysis for financial and legal professionals, is a company we have worked with for a number of years. We invested GBP0.1m in a small working capital fundraise by the Company during the year.
Duvet & Pillow Warehouse Limited is one of the fastest growing on line retailers in the home furnishings sector in the UK. During the year we provided the Company with an GBP0.5m injection of working capital by means of a convertible loan ahead of a further fundraise in the autumn to be managed by Quayle Munro. This is an exciting growth story and we look forward to working with the management team to deliver its business plan.
We have reviewed the valuations of our small unquoted investments and have made one small adjustment to the carrying valuation of AMG.
Net assets and liquidity
At 30 June 2012, net asset value per share was 696p (2011 - 908p) which reflects the goodwill impairment referred to earlier.
As at 30 June 2012, the Group has cash resources of GBP14.9m. We will continue to buy in shares when opportunities arise and where this is financially beneficial to the Company. Given the low level of market activity in our shares, this also provides liquidity for shareholders. Over many years the Company has been successful in making investments in businesses in which we have some involvement and, very selectively, we expect to continue this policy in the future.
Dividend
The Company paid a final dividend of 22p per share during November 2011 and an interim dividend of 11p per share in April this year. It is now proposed to pay a final dividend of 22p per share, in line with last year. The final dividend will be paid on 15 November 2012 to shareholders who are on the register on 19 October 2012.
Board and management
Andrew Adams was appointed Chief Executive in March this year and following the re organisation of our business in Edinburgh, Rob Cormie resigned from the Board in July.
The process to identify and appoint a new non-executive Chairman to take over from Andrew Tuckey is well advanced and we expect to make an announcement by the time of the AGM in November. As previously announced Andrew will step down from the Board following the AGM and will remain with the Group as a Senior Adviser.
Staff
We are fortunate to have a high quality and dedicated team of both professional and support staff and on your behalf we would like to thank them for all their hard work during the past year.
Prospects
As indicated above, last year's results were adversely affected by the timing of deal completions; we have therefore started the current financial year with a high level of revenues. This, taken together with a strong pipeline of new business and a significantly lower cost base, promises well for the year and we are confident in achieving a good result.
Andrew Tuckey Andrew Adams
19 September 2012
Group statement of comprehensive income
For the year ended 30 June 2012
2012 2011
GBP'000 GBP'000
--------- ----------------
Continuing operations
Revenue 5,339 11,474
--------- ----------------
Administrative expenses (5,433) (6,776)
Impairment of goodwill (5,815) -
Impairment of investments held
as available-for-sale - (2,019)
Gain on sale of available-for-sale
investments 15 -
Gain on sale of associate - 167
Exceptional expenses (198) (202)
Other operating expenses and
gains (936) (2,198)
(12,367) (11,028)
--------- ----------------
Group operating (loss)/profit (7,028) 446
--------- ----------------
Finance income 524 439
Other finance income - pensions 47 32
571 471
--------- ----------------
(Loss)/Profit for the year
from continuing operations (6,457) 917
Discontinued operations
Loss for the year from discontinued
operations (1,614) (755)
(Loss)/Profit on ordinary activities
before tax (8,071) 162
Tax credit/(expense) 544 (1,123)
--------- ----------------
Loss on ordinary activities
after tax (7,527) (961)
--------- ----------------
Group statement of comprehensive income (continued)
For the year ended 30 June 2012
Note 2012 2011
GBP'000 GBP'000
-------- --------
Loss for the year attributable
to equity holders of the Company (7,527) (961)
Other comprehensive income /
(expense)
Gain on valuation of available-for-sale
financial assets 190 368
Actuarial (loss)/gain on defined
benefit pension scheme (846) 213
Total comprehensive expense
for the year (8,183) (380)
-------- --------
Earnings per share (pence)
Basic loss per share 3 (183.4) p (23.2) p
Diluted loss per share 3 (169.3) p (21.2) p
Group statement of financial position
At 30 June 2012
2012 2011
GBP'000 GBP'000
-------- --------
Non-current assets
Property, plant and
equipment 388 742
Intangible assets 5,815 11,630
Financial assets 10,925 10,070
Defined benefit pension
scheme surplus 109 785
Deferred tax asset 110 -
17,347 23,227
-------- --------
Current assets
Trade and other receivables 1,642 5,571
Current tax asset 690 49
Cash and short-term
deposits 14,932 17,494
--------
17,264 23,114
-------- --------
Total assets 34,611 46,341
-------- --------
Current liabilities
Trade and other payables 1,311 4,137
Current tax liabilities - 456
Provisions 654 -
-------- --------
1,965 4,593
-------- --------
Non-current liabilities
Financial liabilities 583 260
Deferred tax liability - 50
Long-term provisions 302 -
--------
885 310
-------- --------
Total liabilities 2,850 4,903
-------- --------
Net assets 31,761 41,438
-------- --------
Capital and reserves
Equity share capital 11,145 11,145
Revaluation reserve 9,493 9,303
Other reserves 2,895 2,953
Retained earnings 8,228 18,037
-------- --------
Total equity 31,761 41,438
-------- --------
Andrew Tuckey
Chairman
19 September 2012
Group statement of changes in equity
For the year ended 30 June 2012
Share Own
Equity Capital option shares Total Total
share Revaluation redemption Merger expense reserve other Retained equity
capital reserve reserve reserve reserve GBP'000 reserves earnings and
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 reserves
GBP'000
------------------- --------- ------------- ------------ --------- -------- -------- ---------- ---------- ----------
Balance at
30 June 2010 9,277 6,916 155 1,229 2,080 (730) 2,734 24,179 43,106
Loss for the
year - - - - - - - (961) (961)
Gain on
revaluation
of investments - 368 - - - - - - 368
Actuarial
gain on defined
benefit pension
scheme - - - - - - - 213 213
Total
comprehensive
income for
the year - 368 - - - - - (748) (380)
Re-classification
of previous
impairment - 2,019 - - - - - - 2,019
Transactions
with owners
Share based
payments - - - - 2,372 - 2,372 - 2,372
Issue of shares 1,868 - - - - - - - 1,868
Movement of
shares in
Employee Benefit
Trust - - - - - (2,153) (2,153) 29 (2,124)
Equity dividends
paid - - - - - - - (5,423) (5,423)
------------------- --------- ------------- ------------ --------- -------- -------- ---------- ---------- ----------
Balance at
30 June 2011 11,145 9,303 155 1,229 4,452 (2,883) 2,953 18,037 41,438
Loss for the
year - - - - - - - (7,527) (7,527)
Gain on
revaluation
of investments - 190 - - - - - - 190
Actuarial
loss on defined
benefit pension
scheme - - - - - - - (846) (846)
------------------- --------- ------------- ------------ --------- -------- -------- ---------- ---------- ----------
Total
comprehensive
income for
the year - 190 - - - - - (8,373) (8,183)
Transactions
with owners
Share based
payments - - - - 362 - 362 - 362
Movement of
shares in
Employee Benefit
Trust - - - - - (420) (420) - (420)
Equity dividends
paid - - - - - - - (1,436) (1,436)
------------------- --------- ------------- ------------ --------- -------- -------- ---------- ---------- ----------
Balance at
30 June 2012 11,145 9,493 155 1,229 4,814 (3,303) 2,895 8,228 31,761
------------------- --------- ------------- ------------ --------- -------- -------- ---------- ---------- ----------
Group statement of cash flows
For the year ended 30 June 2012
2012 2011
GBP'000 GBP'000
-------- --------
Operating activities
(Loss)/Profit before tax (8,071) 162
Adjustments to reconcile (loss)/profit
before tax to net cash flow used
in operating activities
Finance income (524) (439)
Depreciation 161 180
Share-based payments 572 2,372
(Loss)/Gain on disposal of equipment 10 (6)
Gains on disposals of financial
assets (15) (167)
Impairment of goodwill 5,815 -
Impairment of financial assets - 2,019
Movement in pensions (51) (181)
Decrease/(Increase) in assets 3,929 (3,271)
(Decrease)/Increase in liabilities (1,547) 570
-------- --------
Cash generated from operations 279 1,239
Income taxes paid (691) (1,545)
Net cash flow used in operating
activities (412) (306)
-------- --------
Investing activities
Finance income received 392 334
Proceeds from sales of available-for-sale
financial assets 16 167
Proceeds on disposal of equipment 2 93
Payments to acquire plant and equipment (38) (278)
Payments to acquire available-for-sale
financial assets (666) (47)
Net cash flow (used in)/generated
from investing activities (294) 269
-------- --------
Financing activities
Dividends paid to equity shareholders
of the parent (1,436) (5,423)
Own shares purchased (420) (283)
Net cash flow used in financing
activities (1,856) (5,706)
-------- --------
Decrease in cash and cash equivalents (2,562) (5,743)
Cash and cash equivalents at the
beginning of the year 17,494 23,237
-------- --------
Cash and cash equivalents at the
end of the year 14,932 17,494
-------- --------
Notes to the Group financial statements
At 30 June 2012
1. The financial statements of Quayle Munro Holdings PLC and its subsidiaries (the "Group and Parent Company financial statements") for the year ended 30 June 2012 were authorised for issue by the Board of Directors on 19 September 2012 and the statement of financial position was signed on the Board's behalf by Andrew Tuckey. Quayle Munro Holdings PLC is a public limited company incorporated and domiciled in Scotland. The Company's ordinary shares are traded on the Alternative Investment Market.
The Group's financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union as they apply to the financial statements of the Group for the year ended 30 June 2012.
2. The Group is managed primarily by class of business and presents the segmental analysis on that basis. The Group's activities are organised in two primary divisions: Advisory and Other (Head Office). The following table presents revenue and results information regarding the Group's business segments for the years ended 30 June 2012 and 2011.
Advisory Other Year Advisory Other Year
ended ended
30 June 30 June
2012 2011
Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ---------- --------- ------------------ ---------- --------- ---------
Segment revenue 5,280 59 5,339 11,202 272 11,474
------------------ ---------- --------- ------------------ ---------- --------- ---------
Segment (loss)/
profit before
tax (2,280) (5,791) (8,071) 2,358 (2,196) 162
------------------ ---------- --------- ------------------ ---------- --------- ---------
3. Basic losses per share is calculated by dividing losses for the year of GBP(7.5)m (2011 - losses GBP(1)m) attributable to ordinary equity holders of the parent by 4.1m, being the weighted average number of shares in issue during the year (2011 - 4.1m). Diluted losses per share is calculated by dividing the losses attributable to ordinary equity holders of the parent by 4.4m, being the weighted average of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares (2011 - 4.5m).
4. In view of the Group's continuing strong liquidity and a satisfactory level of continuing activity, the Directors recommend a final dividend of 22p per share. The final dividend will be paid on 15 November 2012 to shareholders who are on the register on 19 October 2012.
5. The statement of comprehensive income and statement of financial position for the year ended 30 June 2012 do not constitute statutory accounts within the meaning of s240 Companies Act 2006. They are an extract from the full Group accounts, which will be the subject of an unqualified audit report.
6. The net asset value per share was 696p (2011 - 908p) based on net assets of GBP31.8m (2011 - GBP41.4m) and on 4.6m (2011 - 4.6m) ordinary shares being in issue at 30 June 2012 and 2011.
7. The Annual Report will be circulated to all shareholders and, thereafter, copies will be available from the Company Secretary at 102 West Port, Edinburgh EH3 9DN.
8. Notice is hereby given that the thirty second Annual General Meeting of the Company will be held at 22 Berners Street, London, W1T 3LP on 14 November 2012, at 12 noon.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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