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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Quoram | LSE:QRM | London | Ordinary Share | GB00B5M29F66 | ORD 0.25P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.10 | 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
TIDMQRM
RNS Number : 0432E
Quoram PLC
30 October 2015
30 October 2015
QUORAM PLC
AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2015
Quoram Plc ("Quoram" or the "Company") announces its audited financial results for the year ended 30 June 2015.
A full copy of the Company's Annual Report and Accounts for the year ended 30 June 2015, together with the Notice of Annual General Meeting, will shortly be posted to shareholders and is available on the Company's website at www.quoram.co.uk within the Investor Relations section.
The Company's Annual General Meeting will be held on 3 December 2015 at 11.00 a.m. at the offices of WH Ireland, 24 Martin Lane, London, EC4R 0DR.
Enquiries:
Quoram Plc James Ede-Golightly, Chairman +44 (0) 1481 738 723 WH Ireland Limited (Nominated adviser) +44 (0) 117 945 3470 John Wakefield, Corporate Finance
CHAIRMAN'S STATEMENT
At year end the Group's net assets were 0.26p per share unchanged from 30 June 2014 and a decline from 0.29p since 31 December 2014.
The company achieved a marginal profit from continuing operations over the year of GBP25k compared to a loss in the year ended 30 June 2014 of GBP690k. The result reflected a gain of GBP254k on the carrying value of the Company's interest in Plant Health Care Plc offset by a loss of GBP107k on the carrying value of Hague and London Oil Plc (formerly Wessex Exploration Plc).
Administration costs were GBP130k compared to GBP517k in the prior financial year. Having completed a rationalisation process early within the year, the resulting savings were reflected within the result for the period. Expenses are expected to be stable in the current financial year.
Having reviewed a number of strategic options and in progression of the Company's investment strategy, the Board has now concluded that it is in the best interests of the Company to seek the cancellation of trading in the Company's Ordinary Shares on AIM and, following a restructuring of the Company's Existing Ordinary Shares, to seek High Court approval for the cancellation of part of the Share Capital Account and the Share Premium Account. These measures will further reduce costs and provide the Board with maximum flexibility either to progress the Company's strategy as a private entity or alternatively to return capital to Shareholders. A circular will be published shortly giving details of the proposed Share Capital re-organisation.
STRATEGIC REPORT
Strategy and business objectives
The full strategy is set out under section 3 of the circular dated 18 March 2013 which was approved by shareholders at a general meeting held on 11 April 2013.
Quoram's objectives for the future are to identify investment opportunities offering the potential to deliver value creation to Shareholders over the medium to long term, as measured by growth in net asset value (NAV) after adjusting for distributions. Depending on specific circumstances, investments may range from minority shareholdings to the acquisition of wholly owned trading subsidiaries, and such investments may be quoted or unquoted. Acquisitions or investments may be funded through the issue of new Ordinary Shares, debt or from the Company's existing cash resources. The Board will have full discretion to focus the Company's investment resource around those opportunities it has identified as offering the best potential for value creation.
The year to 30 June 2015 was a period of consolidation for the Group. All past oil and gas exploration activities have now been ceased and all operating licenses have now expired. The US based subsidiary companies carrying out the oil and gas exploration have now been struck off. The Group's ability to pursue its Investing Policy has been hampered by the continued decline in the value of its historic investment in Wessex Exploration Plc (now called Hague and London Oil Plc).
The Board are actively pursuing opportunities to increase shareholder value.
Results
The group's result for the year ended 30 June 2015 was a profit of GBP1,133,000 (2014: loss of GBP688,000). The profit for the year ended 30 June 2015 includes a one off credit to the income statement of GBP1,108,000 reflecting the reclassification of foreign exchange losses (classed as profit from discontinued operations) on closure of the US subsidiaries.
Development and performance
The Group's Portfolio Investments performed well in the year to 30 June 2015.
A significant amount of work has been undertaken in the year to successfully exit historic oil and gas exploration commitments. This has now been completed allowing the Group to focus on the new Investment Strategy. The board is increasingly focused on identifying a small number of strategic investment opportunities. The board continues to review such opportunities and will update shareholders when further investments are made. With a significant proportion of the statement of financial position in cash and a low overhead, the Company is well positioned to capitalise on opportunities as they arise.
Position at year end
The Group finished the year with cash and cash equivalent balances of GBP1.62 million (2014: GBP1.73 million). Net assets at 30 June 2015 were GBP2.55 million compared to GBP2.52 million at 30 June 2014.
Key performance indicators
The key indicators of performance for the business in its current stage are the financial performance of its Portfolio Investments. The Group recognised an unrealised profit of GBP254k in the year to 30 June 2015 compared to an unrealised loss of GBP55k in the year to 30 June 2014.
The control of overhead spend is also of high importance to ensure the Group is being managed efficiently. Budgets are monitored closely to ensure adequate financial resources are available to meet financial commitments as they arise. Total administrative expenses for the year were GBP130k compared to GBP517k in the prior year.
Net assets per share is an important indicator of the Group's financial performance. The net assets per share increased from 0.260p at 30 June 2014 to 0.263p at 30 June 2015, mainly reflecting the gain in value of Portfolio Investments.
Principal risks and uncertainties
The Group considers that the principal risks to achieving its business objectives are as follows:
Market risk
The main risk arising from the Group's operations are market price risk associated with its Portfolio Investment assets. The Director's review and agree policies for managing risk at least annually. The directors believe that they have mitigated these risks as far as reasonably practicable - by maintaining a rigorous investment appraisal and asset monitoring procedure and continually reviewing and seeking to improve such controls as well as business processes and procedures.
Attraction and retention of key employees
Attracting and retaining key personnel is critical to the long-term success of the business. The Group aims to provide remuneration and working conditions that will both attract and retain high calibre employees. The Group operates a share option scheme for certain senior staff which allows them to benefit from future improvements in the Company's share price.
Funding
The Group has GBP1.62 million of cash and cash equivalents as at 30 June 2015. The Directors believe that this is sufficient to allow them to execute the Investment Policy flexibly in the coming years. However, were significant un-foreseen expenses to arise, additional finance may be required. The Board try to mitigate this risk by regularly reviewing budgets and analysing future cash requirements.
James Ede-Golightly
Chairman
30 October 2015
CONSOLIDATED INCOME STATEMENT
for the year ended 30 June 2015
Hot Features
Premium
Notes 2015 2014
Continuing operations: GBP'000 GBP'000
----------------------------------------------------------------- ------ -------- --------
Portfolio investment return 254 (55)
Impairment of available-for-sale investments (107) (306)
Other income - 181
----------------------------------------------------------------- ------ -------- --------
Gross profit/(loss) 147 (180)
----------------------------------------------------------------- ------ -------- --------
Administrative expenses (130) (517)
----------------------------------------------------------------- ------ -------- --------
Operating profit/(loss) 3 17 (697)
----------------------------------------------------------------- ------ -------- --------
Finance income 5 8 9
Profit/(loss) before taxation 25 (688)
----------------------------------------------------------------- ------ -------- --------
Taxation 6 - -
----------------------------------------------------------------- ------ -------- --------
Profit/(loss) for the financial year from continuing operations 25 (688)
----------------------------------------------------------------- ------ -------- --------
Profit from discontinued operations 1 1,108 -
----------------------------------------------------------------- ------ -------- --------
Profit/(loss) for the financial year 1,133 (688)
----------------------------------------------------------------- ------ -------- --------
Earnings/(loss) per share 7
(MORE TO FOLLOW) Dow Jones Newswires
October 30, 2015 09:00 ET (13:00 GMT)
Basic on profit/(loss) from continuing operations (pence) 0.003 (0.07) Diluted on profit/(loss) from continuing operations (pence) 0.003 (0.07) ----------------------------------------------------------------- ------ -------- -------- Basic on profit/(loss) from discontinued operations (pence) 0.12 - Diluted on profit/(loss) from discontinued operations (pence) 0.12 - ----------------------------------------------------------------- ------ -------- --------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2015
2015 2014
GBP'000 GBP'000
------------------------------------------------------------------- ------------------ --------
Profit/(loss) for the financial year from continuing operations 25 (688)
Profit/(loss) for the financial year from discontinued operations 1,108 -
Other comprehensive income
Foreign exchange losses on consolidation - (7)
-------------------------------------------------------------------- ------------------ --------
Other comprehensive income for the financial year net of tax - (7)
Total comprehensive income for the financial year 1,133 (695)
-------------------------------------------------------------------- ------------------ --------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2015
2015 2014
Notes GBP'000 GBP'000
------------------------------------------------------------------ ------ -------------------------------- --------
Assets
Non-current assets
Portfolio Investments 8 887 633
Available-for-sale financial assets 9 60 167
------------------------------------------------------------------ ------ -------------------------------- --------
Total portfolio investment assets held 947 800
------------------------------------------------------------------ ------ -------------------------------- --------
Current assets
Trade and other receivables 10 14 18
Cash and cash equivalents 11 1,615 1,734
------------------------------------------------------------------ ------ -------------------------------- --------
1,629 1,752
------------------------------------------------------------------ ------ -------------------------------- --------
Total assets 2,576 2,552
------------------------------------------------------------------ ------ -------------------------------- --------
Equity and liabilities
Current liabilities
------------------------------------------------------------------ ------ -------------------------------- --------
Trade and other payables 12 (31) (32)
------------------------------------------------------------------ ------ -------------------------------- --------
Total liabilities (31) (32)
------------------------------------------------------------------ ------ -------------------------------- --------
Net assets 2,545 2,520
------------------------------------------------------------------ ------ -------------------------------- --------
Capital and reserves attributable to the Company's equity
shareholders:
Share capital 13 2,420 2,420
Share premium account 3,813 3,813
Foreign exchange translation reserve - 1,108
Retained earnings (3,688) (5,695)
Share-based payment reserve - 874
------------------------------------------------------------------ ------ -------------------------------- --------
Total equity 2,545 2,520
------------------------------------------------------------------ ------ -------------------------------- --------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2015
Foreign
exchange
Share premium translation Retained Share-based
Share capital account reserve earnings payment reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------------- ----------------- ---------------- ----------------- ---------------- --------
Balance at 30
June 2013 2,420 3,813 1,115 (5,007) 874 3,215
------------------ -------------- ----------------- ---------------- ----------------- ---------------- --------
Balance at 1 July
2013 2,420 3,813 1,115 (5,007) 874 3,215
Loss for the
financial period - - - (688) - (688)
Other
comprehensive
income:
Foreign exchange
losses on
consolidation - - (7) - - (7)
------------------ -------------- ----------------- ---------------- ----------------- ---------------- --------
Total
comprehensive
income - - (7) (688) - (695)
Balance at 30
June 2014 2,420 3,813 1,108 (5,695) 874 2,520
------------------ -------------- ----------------- ---------------- ----------------- ---------------- --------
Balance at 1 July
2014 2,420 3,813 1,108 (5,695) 874 2,520
Transfer to
Retained
earnings - - - 874 (874) -
Profit for the
financial period - - - 1,133 - 1,133
Other
comprehensive
income:
Reclassification
of foreign
exchange reserve
on disposal of
subsidiaries - - (1,108) - - (1,108)
------------------ -------------- ----------------- ---------------- ----------------- ---------------- --------
Total
comprehensive
income - - (1,108) 2,007 (874) 25
---------------- ----------------- ---------------- --------
Balance at 30
June 2015 2,420 3,813 - (3,688) - 2,545
------------------ -------------- ----------------- ---------------- ----------------- ---------------- --------
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2015
Cash Flow from Operating Activities 2015 2014
-----------------------------------------
Notes GBP'000 GBP'000
----------------------------------------- ------ -------- --------
Profit/(loss) for the financial
year 1,133 (688)
Finance income 5 (8) (9)
Reclassification of foreign exchange
losses on disposal of subsidiaries (1,108) -
Unrealised (profit)/loss on revaluation
of portfolio investments 8 (254) 55
Impairment of available-for-sale
investments 9 107 306
----------------------------------------- ------ -------- --------
(130) (336)
Changes in working capital
Decrease in trade and other receivables 4 93
Decrease in trade and other payables (1) (16)
----------------------------------------- ------ -------- --------
Net cash outflow from operating
activities (127) (259)
----------------------------------------- ------ -------- --------
(MORE TO FOLLOW) Dow Jones Newswires
October 30, 2015 09:00 ET (13:00 GMT)
Cash flow from investing activities Interest received 5 8 9 ----------------------------------------- ------ -------- -------- Net cash generated from investing activities 8 9 ----------------------------------------- ------ -------- -------- Net decrease in cash and cash equivalents (119) (250) Cash and cash equivalents at beginning of financial year 1,734 1,991 Effects of exchange rate changes - (7) ----------------------------------------- ------ -------- -------- Cash and cash equivalents at end of financial year 1,615 1,734 ----------------------------------------- ------ -------- --------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Principal Accounting Policies
Basis of Preparation
The annual consolidated financial statements of Quoram Plc ("the Group") have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU") applied in accordance with the provisions of the Companies Act 2006.
IFRSs is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 30 June 2015.
The financial statements have been prepared under the historical cost convention as modified by the revaluation of Portfolio Investments and available-for-sale investments which are carried at fair value. The principal accounting policies set out below have been consistently applied to all periods presented.
Basis of Consolidation
The consolidated financial statements incorporate the results of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
These financial statements consolidate the results and Balance Sheet of the Company and its wholly owned subsidiaries using the acquisition method of accounting.
Intra-Group transactions and balances with subsidiaries are eliminated on consolidation.
De-consolidation of subsidiary companies
During the period the Company completed an extended process of rationalization resulting in the striking-off of the two US incorporated subsidiaries. Prior period reporting has therefore been changed to reflect the continuing activity of Quoram plc only. The recycling of the foreign exchange reserve on de-consolidation has been included in the Consolidated Income Statement under Discontinued operations. As the US entities were essentially dormant and had been fully impaired during prior periods the impact of these restatements is minor. The net assets of the Parent Company were equal to those of the Group for both comparative periods concerned.
Revenue
Revenue is measured at the fair value of the consideration received or receivable in the normal course of business, net of discounts, VAT and other sales related taxes. The Group recognises revenue when the amount of revenue can be reliably measured and when it is probable that the future economic benefits will flow into the Group.
(i) Business portfolio return
Business portfolio return represents the sum of realised gains and losses on the disposal of investment portfolio assets and the unrealised gains and losses on the revaluation of investments and any related investment income received and receivable.
Realised gains and losses on the disposal of investments is the difference between the fair value of the consideration received less any directly attributable costs on the sale and the fair value of the investments at the start of the accounting period or acquisition date if later.
Unrealised gains and losses on the revaluation of investments is the movement in carrying value of investments between the start of the accounting period or acquisition date if later and the end of the accounting period.
Dividends from investments are recognised when the shareholders' rights to receive payment have been established.
Other income
Fees for advisory work are recognised in profit and loss when the related services are performed.
Discontinued operations
In the year ended 30 June 2015, a reclassification of the Group's foreign exchange translation reserve resulted in an accounting gain, which is recognised under Discontinued operations in the Consolidated Income Statement.
Finance Income
Interest is recognised using the effective interest method.
Portfolio Investment Assets
Portfolio investments - held by the Group with a long-term view to the ultimate realisation of capital gains are classified as portfolio investments and are stated at the Directors' estimate of their fair value determined in accordance with International Private Equity and Venture Capital Valuation Guidelines ("IPEVCVG") on the basis set out below.
Available-for-sale investments - held by the Group with a long-term view to the ultimate realisation of capital gains are classified as available-for-sale investments and are stated at the Directors' estimate of their fair value on the basis set out below.
(i) Quoted investments for which an active market exists are valued at closing bid-market price at the reporting date.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and deposits held at call with banks.
Financial Instruments
Financial assets and financial liabilities are recognised on the Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.
Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method.
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Available for sale assets - Investments that are classified as 'available for sale' are initially recognised at fair value and are measured at subsequent reporting dates at fair value; the gains and losses arising from changes in fair value are included in other comprehensive income. On disposal the cumulative gain or loss previously recognised in other comprehensive income is included in the Consolidated Income Statement for the period. If an available-for-sale investment is determined to be impaired, the cumulative loss previously recognised in other comprehensive income is included in the Consolidated Income Statement for the period.
Portfolio Investment assets are designated at fair value through profit or loss on initial recognition and any gains or losses arising from subsequent changes in fair value are presented in profit or loss as they arise.
Foreign Currency
The presentational currency for the Group's consolidated financial statements is Sterling and it is this currency in which the Group reports. Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the statement of financial position date, with any exchange adjustments being charged or credited to the Income Statement.
The Parent Company's functional currency is Sterling. On consolidation the assets and liabilities of the Parent's subsidiary companies are translated into the Group's presentational currency at the exchange rate at the statement of financial position date and the income and expenditure account items are translated at the average rate for the period. The exchange difference arising on the translation from functional currency to presentational currency of the Parent Company is classified as other comprehensive income and is accumulated within equity as a translation reserve.
For the purpose of foreign currency translation, the net investment in a subsidiary is determined inclusive of foreign currency intercompany balances for which settlement is neither planned nor likely to occur in the foreseeable future. The balance of the foreign currency translation reserve relating to a subsidiary that is disposed of, or partially disposed of, is recognised in the Income Statement at the time of disposal.
Share-Based Payments
Where share options have been granted to directors, employees and suppliers, IFRS 2 has been applied, whereby the fair value of the options is measured at the grant date and spread over the period during which the employees become entitled to the options. An options valuation model is used to assess the fair value, taking into account the terms and conditions attached to the options. The fair value of goods and services received are measured by reference to the fair value of options.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('the vesting date').
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest.
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The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
Where an equity-settled award is forfeited before it was vested, the cumulative charge expensed up to the date of forfeiture is credited to the Income Statement.
Current Taxation
Current tax for each taxable entity in the Group is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the statement of financial position date and includes adjustments to tax payable or recoverable in respect of previous periods.
Deferred Taxation
Deferred taxation is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not recognised. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax liabilities are provided in full.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Income Statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.
Employment Benefits
Provision is made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the statement of financial position date, are recognised in accruals.
Equity
Equity comprises the following:
-- "Share capital" represents amounts subscribed for shares at nominal value.
-- "Share premium" represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.
-- "Foreign exchange translation reserve" represents the exchange differences arising from the translation of the financial statements of the subsidiary companies into the Group's presentational currency and the translation at the closing rate of the net investment in the subsidiaries. The Foreign exchange translation reserve has been reclassified to retained earnings on liquidation of subsidiary companies based in the US.
-- "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.
-- "Share-based payment reserve" represents the accumulated amounts credited to equity in respect of options to acquire ordinary shares in the Company. The Share based payment reserve has been transferred to retained earnings.
Adoption of new accounting standards
Standards, amendments and interpretations effective up to 30 June 2015
There have only been minor improvements to existing International Financial Reporting Standards and interpretations that are effective for the first time in the current financial year that have been adopted by the Group. These have had no impact on its consolidated results or financial position.
Standards, amendments and interpretations that are expected to be effective for periods beginning on or after 1 July 2015 for standards, amendments subject to EU endorsement include the following:
-- Amendments to IAS 16, Property, Plant and Equipment and IAS 38 Intangible Assets (effective for periods beginning on or after 1 January 2016, subject to EU endorsement).
-- Amendments to IAS 27, Separate Financial Statements (effective for periods beginning on or after 1 January 2016, subject to EU endorsement).
-- Amendments to IAS 1, Presentation of Financial Statements (effective for periods beginning on or after 1 January 2016, subject to EU endorsement).
-- Amendments to IFRS 10, IFRS 12 and IAS 28, Investment Entities - Applying the Consolidation Exception (effective for periods beginning on or after 1 January 2016, subject to EU endorsement).
-- IFRS 9, Financial Instruments (effective for periods beginning on or after 1 January 2018, subject to EU endorsement)
The Directors are currently assessing the impact of these on the Group's results, assets and liabilities. The Directors do not consider that any other standards, amendments or interpretations issued by the IASB, but not yet applicable, will have a significant impact on the financial statements.
Critical Accounting Judgements and Key Sources of Estimation Uncertainty
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the statement of financial position date and the reported amounts of revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Carrying value of portfolio investment assets
The estimate and assumption that has the most significant effect on the carrying amounts of assets and liabilities in the financial statements is the valuation of quoted investments. These are valued at closing bid market price and in accordance with IFRS, no discount is applied for liquidity of the stock or any dealing restrictions. However, it may not always be possible to trade at the quoted bid market price. Quoted investments are carried in the financial statements as at 30 June 2015 at a valuation of GBP947,000 (2014: GBP800,000). For further detail see notes 8, 9 and 14.
Share-based payments
In determining the fair value of equity settled share based payments and the related charge to the Income Statement, the Company makes assumptions about future events and market conditions; in particular, judgement must be made as to the likely number of shares that will vest, and the fair value of each award granted. The fair value is determined using a valuation model which is dependent on further estimates, including the Company's future dividend policy, the timing with which options will be exercised and the future volatility in the price of the Company's shares.
Different assumptions about these factors to those made by the Company could materially affect the reported value of share-based payments.
2. Segmental Reporting
Quoram's operating segments are reported based on the financial information provided to the Board, which is used to make strategic decisions. The Directors are of the opinion that under IFRS 8 - 'Operating segments', the Group has only one reportable segment, being Portfolio Investment return.
The Board assesses the performance of the operating segment based on financial information which is measured and presented in a manner consistent with that in the financial statements.
3. Operating profit/loss
Operating profit/loss 2015 2014
GBP'000 GBP'000
------------------------------------------------------------------------------ ----------------- ----------------
Operating profit/loss is stated after charging:
Fees payable to the Company's auditor for the audit of the annual statements 15 14
Fees payable to the Company's auditor and its associates for other services:
Tax compliance services 4 3
Audit related assurance services 1 -
------------------------------------------------------------------------------ ----------------- ----------------
4. Directors and Employees
2015 2014
GBP'000 GBP'000
----------------------- --------------------- --------------------
Staff costs
Wages and salaries 52 285
Social security costs 1 26
----------------------- --------------------- --------------------
53 311
(MORE TO FOLLOW) Dow Jones Newswires
October 30, 2015 09:00 ET (13:00 GMT)
----------------------- --------------------- --------------------
The average number of employees employed by the Group were:
2015 2014
----------------------------- ----- -----
Average number of employees 3 5
----------------------------- ----- -----
2015 2014
GBP'000 GBP'000
------------------------------------------------ --------------------- ---------------------
Compensation of key management was as follows:
Short term benefits 52 97
Social security costs 1 8
------------------------------------------------ --------------------- ---------------------
53 105
------------------------------------------------ --------------------- ---------------------
2015 2014
GBP'000 GBP'000
------------------------------------------------ --------------------- ---------------------
Highest paid director:
Aggregate emoluments and benefits 25 55
------------------------------------------------ --------------------- ---------------------
Key management consists of the directors. Details of each director's remuneration and their share options are included in the Report of the Directors.
5. Finance Income
2015 2014
GBP'000 GBP'000
------------------------ --------- ---------
Bank interest received 8 9
------------------------ --------- ---------
6. Taxation
There was no current tax charge for the year ended 30 June 2015 (2014: GBPnil).
Reconciliation of the effective tax charge 2015 2014
GBP'000 GBP'000
-------------------------------------------------------------------------------------------- -------- --------
Profit/(loss) before taxation 25 (699)
Profit/(loss) before tax multiplied by standard rate of corporation tax in the UK of 20.0%
(2014: 20.0%) 5 (140)
Tax effects of:
Other expenses not deductible for tax purposes (5) 72
Tax losses not utilised within the year - 68
-------------------------------------------------------------------------------------------- -------- --------
Tax expense and effective tax rate - -
-------------------------------------------------------------------------------------------- -------- --------
The amount of unutilised tax losses are as follows:
2015 2014
GBP'000 GBP'000
-------------------------- -------- --------
Unutilised tax losses UK 1,314 1,314
Unutilised tax losses US - 11,020
-------------------------- -------- --------
Total 1,314 12,334
-------------------------- -------- --------
A deferred tax asset in respect of trading losses has not been recognised due to the uncertainty over timing of future profits. The trading losses are recoverable against suitable future trading profits in each jurisdiction.
7. Earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Basic earnings/(loss) per share 2015 2014
p p
------------------------------------------------------ ------ -------
Earnings/(loss) per share from continuing operations 0.003 (0.07)
------------------------------------------------------ ------ -------
Earnings per share from discontinued operations 0.12 -
------------------------------------------------------ ------ -------
The profits/(losses) and weighted average number of ordinary shares used in the calculation of basic earnings/(loss) per share are as follows:
2015 2014
GBP'000 GBP'000
----------------------------------------------------------------------------------------- ------------- ------------
Profit/(loss) used in the calculation of total basic and diluted earnings per share from
continuing
operations 25 (688)
----------------------------------------------------------------------------------------- ------------- ------------
Profit/(loss) used in the calculation of total basic and diluted earnings per share 1,133 (688)
----------------------------------------------------------------------------------------- ------------- ------------
2015 2014
Number Number
----------------------------------------------------------------------------------------- ------------- ------------
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share 968,196,408 968,196,408
----------------------------------------------------------------------------------------- ------------- ------------
The company has issued options over 14,675,215 ordinary shares which are potentially dilutive. There is however, no dilutive effect of these issued options as the average share price for the period is below the exercise price of the options.
8. Portfolio Investment
Quoted equity shares
GBP'000
-------------------------------- ---------------------
Fair value at 30 June 2013 688
-------------------------------- ---------------------
Unrealised loss on revaluation (55)
---------------------
Fair value at 30 June 2014 633
-------------------------------- ---------------------
Unrealised gain on revaluation 254
---------------------
Fair value at 30 June 2014 887
-------------------------------- ---------------------
All portfolio investments are held by Quoram Plc.
9. Available-for-sale financial assets
Quoted equity shares
GBP'000
-------------------------------- -----------------------
Fair value at 30 June 2013 473
-------------------------------- -----------------------
Unrealised loss on revaluation (306)
-----------------------
Fair value at 30 June 2014 167
-------------------------------- -----------------------
Unrealised loss on revaluation (107)
-----------------------
Fair value at 30 June 2015 60
-------------------------------- -----------------------
The available-for-sale financial assets consist of listed investments and the fair value is based on bid quoted market prices at the statement of financial position date. During the year, the group incurred an impairment charge of GBP107k (2014: GBP306k) recognised in the income statement.
10. Trade and other receivables
Trade and Other Receivables 2015 2014
GBP'000 GBP'000
-------------------------------- -------- --------
Trade receivables - 15
Other receivables 3 2
Prepayments and accrued income 11 1
-------------------------------- -------- --------
14 18
-------------------------------- -------- --------
The directors consider the carrying value of trade and other receivables are approximate to their fair value.
All of the Group's receivables have been reviewed for indications of impairment. None of the receivables were found to be impaired as at 30 June 2015 (2014: GBPnil).
No unimpaired receivables are past due as at the reporting date (2014: GBPnil).
11. Cash and cash equivalents
Cash and Cash Equivalents 2015 2014
GBP'000 GBP'000
--------------------------- -------- --------
Cash at bank (GBP) 1,583 1,697
Cash at bank (USD) 32 37
--------------------------- -------- --------
1,615 1,734
--------------------------- -------- --------
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October 30, 2015 09:00 ET (13:00 GMT)
12. Trade and other payables
Trade and Other Payables 2015 2014
GBP'000 GBP'000
-------------------------- -------- --------
Trade payables - 1
Other payables 4 7
Accruals 27 24
-------------------------- -------- --------
31 32
-------------------------- -------- --------
13. Share Capital
a) Share Capital 2015 2014
GBP'000 GBP'000
------------------------------------------------------ -------- --------
Issued and fully paid up
968,196,408 (2014: 968,196,408) shares of 0.25 pence 2,420 2,420
------------------------------------------------------ -------- --------
b) Share based payments - options and warrants
The Company has a share option scheme for all directors and senior management. Options are exercisable at a price equal to the average market price of the Company's shares on the date of grant. The vesting period is one, two and three years - one third of the options vesting in each period. The options are settled in equity once exercised. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest. Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
The fair values of share options issued in the financial years 30 June 2007 and 30 June 2008 were calculated using the binomial pricing model. The inputs into the model are as follows:
2015 Number of WAEP
options GBP
-------------------------------------------------- ----------------- -------------------------
Outstanding at the beginning and end of the year 14,675,215 0.04
Number exercisable at 30 June 2015 14,675,215 0.04
-------------------------------------------------- ----------------- -------------------------
2014 Number of WAEP
options GBP
-------------------------------------------------- ----------------- -------------------------
Outstanding at the beginning of the year 20,075,215 0.04
Expired during the year (4,400,000) (0.05)
Forfeited during the year (1,000,000) (0.05)
-------------------------------------------------- ----------------- -------------------------
Outstanding at the year end 14,675,215 0.04
Number exercisable at 30 June 2014 14,341,882 0.04
-------------------------------------------------- ----------------- -------------------------
Date of grant 5 May '07 20 Feb '08
------------------------------------------------ ---------- -----------
Number granted 3,200,000 7,000,000
Share price at date of grant 0.25p 4p
Exercise price 1p 4p
Expected volatility 51% 51%
Expected life 3 years 3 years
Risk free rate 5.00% 4.70%
Expected dividend yield 0% 0%
Fair value of options granted at date of grant 0.08p 2.20p
Exit rate 0% 0%
Earliest vesting date 05-May-10 20-Feb-11
Expiry date 05-May-17 20-Feb-18
------------------------------------------------ ---------- -----------
Expected volatility was determined at the date of grant based on the historic volatility of four comparator companies as suggested by management. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The fair values of share options and warrants issued in the financial year ended 30 June 2011 were calculated using the Black Scholes model. The inputs into the model are as follows:
Date of grant 19 May '11 19 May '11 ------------------------------ --------------------- --------------------- Number granted 11,500,000 4,800,000 Share price at date of grant 5.0p 5.0p Exercise price 5.0p 5.0p Expected volatility 85% 85% Expected life 5.5, 6 and 6.5 years 5.5, 6 and 6.5 years Risk free rate 2.34% 2.34% Expected dividend yield 0% 0% Fair value at date of grant 3.61p 3.61p Earliest vesting date 19-May-12 19-May-12 Expiry date 19-May-21 19-May-21 ------------------------------ --------------------- ---------------------
For May 2011 options, these vest 33.3% after 1 year, 33.3% after 2 years and 33.3% after 3 years.
Expected volatility was determined at the date of grant based on the historic volatility of comparable companies. The expected life used in the model has been adjusted, based on the management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Group recognised total expenses of GBPnil (2014: GBPnil) related to equity-settled share-based payment transactions during the year as all options relate to employees or directors who have now left the Group.
14. Financial Instruments
Classification of financial instruments
The tables below set out the Group's accounting classification of each class of its financial assets and liabilities.
At 30 June Financial assets at
2015 fair value through Financial liabilities Total carrying
Available-for-sale Loans and other receivables profit and loss at amortised cost value
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------- ------------------- ---------------------------- ----------------------- ----------------------- ----------------
Portfolio
investments - - 887 - 887
Available
for sale
financial
assets 60 - - - 60
Trade and
other
receivables - 14 - - 14
Cash and
cash
equivalents - 1,615 - - 1,615
Trade and
other
payables - - - (31) (31)
60 1,629 887 (31) 2,545
------------- ------------------- ---------------------------- ----------------------- ----------------------- ----------------
At 30 June Financial assets at
2014 fair value through Financial liabilities Total carrying
Available-for-sale Loans and other receivables profit and loss at amortised cost value
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------- ------------------- ---------------------------- ----------------------- ----------------------- ----------------
Portfolio
investments - - 633 - 633
Available
for sale
financial
assets 167 - - - 167
Trade and
other
receivables - 18 - - 18
Cash and
cash
equivalents - 1,734 - - 1,734
Trade and
other
payables - - - (32) (32)
----------------------- ----------------
167 1,752 633 (32) 2,520
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