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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Volvere Plc | LSE:VLE | London | Ordinary Share | GB0032302688 | ORD 0.00001P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1,225.00 | 1,150.00 | 1,300.00 | 1,225.00 | 1,225.00 | 1,225.00 | 1,550 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Business Consulting Svcs,nec | 41.56M | -537k | -0.2292 | -53.45 | 28.71M |
From Apr 2019 to Apr 2024
TIDMVLE
RNS Number : 2949G
Volvere PLC
26 May 2017
Press Release 26 May 2017
Volvere plc
("Volvere" or the "Company" and, together with its subsidiaries, the "Group")
Final results for the year ended 31 December 2016
Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its final results for the year ended 31 December 2016.
Highlights
Hot Features
Premium
As at
As at 31 As at 31 30 June
2016
GBP million except where December December (unaudited)
stated 2016 2015
Consolidated net assets
per share GBP6.17 GBP5.69 GBP5.76
(excluding non-controlling
interests)(1)
Group net assets 26.6 24.3 24.7
Cash and marketable securities 20.0 16.3 18.5
Six months
Year ended ended
30 June
31 December 31 December (unaudited)
2016 2015 2016
Group revenue from continuing
businesses 33.0 27.9 14.5
Group profit before tax
from continuing operations 1.98 1.34 0.25
-- Shire Foods delivered a satisfactory performance in a challenging period following the Brexit vote with profit before tax and intra-group management and interest charges(2) of GBP1.15 million (2015: GBP1.59 million) on revenue of GBP15.19 million (2015: GBP15.48 million). Profit before tax was GBP0.91 million (2015: GBP0.89 million) - with the difference being intra-group management and interest charges.
-- Impetus Automotive, in its first full year as part of the Group, delivered an encouraging performance, achieving revenue and profit before tax and intra-group management and interest charges(2) of GBP17.37 million (9 months to December 2015: GBP12.1 million) and GBP1.49 million (9 months to December 2015: GBP0.58 million) respectively. Profit before tax was GBP1.11 million (9 months to December 2015: GBP0.3 million) - with the difference being intra-group management and interest charges.
-- Balance sheet remains strong with an increase in cash to GBP20.0 million at year end (31 December 2015: GBP16.3 million including marketable securities).
Forward-looking statements:
This report may contain certain statements about the future outlook for Volvere plc. Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.
Note
1 Based on the net assets attributable to owners of the parent company and the respective period end shares in issue of 4,085,958, 4,085,958 and 4,085,958.
2 Profit before intra-group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group. Further information is included in the Chief Executive's statement and Financial review.
For further information:
Volvere plc
Jonathan Lander, CEO Tel: +44 (0) 20 7634 9707
www.volvere.co.uk
N+1 Singer
Aubrey Powell/Liz Yong Tel: + 44 (0) 20 7496 3000
Chairman's statement
I am pleased to report on the results for the year ended 31 December 2016.
The Group's trading businesses contributed positively during the year and, as a result, we once again achieved record net asset assets per share of GBP6.17* (2015: GBP5.69). All businesses have continued to perform satisfactorily in 2017 to date.
David Buchler
Chairman
25 May 2017
*Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date (less those held in treasury), see note 20.
Chief Executive's statement
Introduction
The Group's progress overall in 2016 was very pleasing with Group revenue from continuing activities reaching a new record of GBP33.0 million (2015: GBP27.9 million). Particularly encouraging was the performance of Impetus Automotive, which was acquired in 2015.
Principal activities
The Company is a holding company that identifies and invests in undervalued and/or distressed businesses and securities as well as businesses that are complementary to existing Group companies. The Company provides management services to those businesses.
The trading subsidiaries' activities during the year were food manufacturing, security solutions and automotive consulting, and each of these is reported as a separate segment.
Operating review
The financial performance of each segment is summarised below and in the financial review and further detailed in note 5 to the financial statements.
Food manufacturing
Shire Foods Limited ("Shire"), in which the Group has an 80% stake, was acquired in 2011 and manufactures frozen pies, pasties and other pastry products for retailers and food service customers. This year was Shire's fifth full year of trading within the Group.
Shire's revenue for the year decreased slightly to GBP15.19 million (2015: GBP15.48 million) and it achieved a profit before tax and intra-group management and interest charges** of GBP1.15 million (2015: GBP1.59 million). Profit before tax was GBP0.91 million (2015: GBP0.89 million) - with the difference being intra-group interest and management charges.
The effect of Sterling's devaluation following the Brexit vote resulted in increased raw material prices and this, coupled with a change in product mix, resulted in lower profitability.
Whilst we remain positive overall about Shire's contribution to the Group, there are some headwinds facing the business, not least increasing labour rates and a reluctance by customers to pass on price rises to consumers. However, raw material prices now seem to have largely stabilised and we have agreed with customers new pricing and product specifications, which are expected to relieve downward margin pressure from the second quarter of 2017.
Throughout 2016, Shire continued to seek growth opportunities through product innovation. The company has been developing a seasonal product range and initial launches with customers have proved successful. This is expected to continue in 2017.
Further information about Shire can be found at www.shirefoods.com.
Automotive consulting
Impetus Automotive Limited was acquired in March 2015, and 2016 was therefore its first full year within the Group. Impetus's principal activity is the provision of consulting and related services to the automotive sector, including vehicle manufacturers, retailers and national sales companies. The Group has an 83% stake in Impetus.
Revenue in 2016 was GBP17.37 million and its profit before tax and intra-group management and interest charges** was GBP1.49 million (9 months to 31 December 2015: GBP0.58 million). Profit before tax was GBP1.11 million (9 months to 31 December 2015: GBP0.30 million) - with the difference being intra-group interest and management charges.
The automotive industry is evolving, driven by increasing innovation and technology in both vehicles and their supply and support channels. This provides a dynamic and challenging back-drop for Impetus and we believe the business is well-positioned in such an environment.
Since acquisition we have prepared the company for growth by increasing client focus, staff efficiency and improving back-office systems. We believe the financial performance in 2016 reflects this greater focus and has been pivotal in winning new work.
As part of a plan to widen Impetus's service offering the company has, with effect from April 2017, assumed responsibility for the management and delivery of a large automotive manufacturer's learning and development activities in the UK. As a result, Impetus now employs almost 400 people (an increase of approximately 150 compared to March 2017) and we expect Impetus' financial contribution to increase further this year as a result.
Further information on Impetus's activities can be found at www.impetusautomotive.com.
Security solutions
Sira Defence & Security Limited ("Sira"), the Group's digital CCTV viewing software business, continued its good progress with revenue increasing to GBP0.38 million (2015: GBP0.31 million) and achieving a profit before tax of GBP0.16 million (2015: GBP0.12 million).
Sira remains focused on being the universal interface for accessing multiple format CCTV footage in the law enforcement sector.
Further information about Sira can be found at www.siraview.com.
Investing and management services
The Group's investment and management services segment comprises central overheads, partially offset by management and interest charges to Group companies, and returns from treasury management activities on current asset investments.
Future strategy
Our strategy has been the same since incorporation in 2002 and has delivered excellent results: we seek acquisitions of under-performing businesses that we believe we can build into attractive market-leading companies, whilst achieving excellent risk-adjusted returns for shareholders. Although uncertainty created by Brexit has created challenges, it may yet yield more opportunities for us in the years ahead.
Jonathan Lander
Chief Executive
25 May 2017
**Profit before intra-group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.
Financial review
Financial performance
Detailed information about the Group's segments is set out in note 5 to the financial statements which should be read in conjunction with this financial review and the Chairman's and Chief Executive's statements.
Overview
Group revenue from continuing operations rose from GBP27.9 million to GBP33.0 million. The growth was due mainly to Impetus Automotive Limited ("IAL") contributing a full year's revenue for the first time. There was underlying growth in IAL compared to the same period last year, whilst the Group's other businesses reported broadly consistent revenues.
Profit before tax from continuing operations rose from GBP1.34m in 2015 to GBP1.98m mainly due to the excellent performance of IAL, offset partly by lower profitability in Shire Foods Limited ("Shire").
The trading performance of each of our businesses is outlined in the Chief Executive's statement and set out further in note 5 to the financial statements.
Food manufacturing
This segment reflects the trading of Shire Foods, owned since July 2011.
Shire's revenue for the year decreased to GBP15.19 million (2015: GBP15.48 million) and profit before tax and intra-group management and interest charges fell to GBP1.15 million (2015: GBP1.59 million). We reported in 2016 that we expected the loss of a customer contract (due to the customer bringing manufacturing in-house in early 2016) to reduce revenue and result in lower profitability as a whole. The effects of growth with other customers partly off-set the revenue reduction, but the increase in raw material costs following the devaluation of Sterling resulted in downward margin pressure. During the first quarter of 2017 new trading terms and product formulations have been agreed with customers and this should result in more stable margins.
The 5-year financial performance of Shire is summarised in the table below:
Year ended 31 Year ended 31 Year ended 31 Year ended 31 Year ended 31
December December December December December
2016 2015 2014 2013 2012
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 15,190 15,476 12,134 8,531 6,166
Profit/(loss)
before tax,
intra-group
management and
interest charges 1,149 1,588 1,651 117 (441)
Exceptional credit - - (852) - -
Underlying
profit/(loss)
before tax,
intra-group
management and
interest charges 1,149 1,588 799 117 (441)
Automotive consulting
This segment reflects the trading of Impetus, which was acquired in March 2015. Revenue for the year was GBP17.37 million compared to GBP12.08 million for the previous 9 month period. Profit before tax and intra-group management charges and interest rose significantly to GBP1.49 million (9 months to 31 December 2015: GBP0.58 million) as new client work was won and our headcount grew in line with that.
The company has been awarded a contract, which commenced on 1 April 2017 for an initial term of 3 years, to manage and deliver training and learning services in the UK for a large client. This is expected to increase the profit of the business, the extent of which will depend on the achievement of contractual service levels throughout the life of the contract.
The initial consideration for the purchase of Impetus in March 2015 was GBP1.25 million. In February 2016, the company issued new shares to certain management and staff such that the Group now holds approximately 83% of the company. At the end of 2016 Group loans outstanding were GBP0.89 million. However, since acquisition, total interest and management charges of GBP0.68 million have been paid to the Group. During 2017, there will be an increase in working capital to support the client contract referred to above, which will be met from Group resources.
Investment revenues, other gains and losses and finance income and expense
Whilst continuing to review and assess further investments in trading activities, the Group had significant cash on hand and has continued with active treasury management in response to prevailing low interest rates. This strategy achieved investment revenues and other gains totalling GBP0.16 million (2015: GBP0.59 million). The Group realised all such investments in late 2016 at a loss (before income), of approximately GBP0.02 million.
The Group's net finance expense was GBP0.11 million (2015: GBP0.12 million). In spite of the Group's significant cash balances, individual Group trading companies utilise leverage where appropriate, and without recourse to the remaining Group.
Statement of financial position
Cash and current investments
Cash at the year end totalled GBP20.06 million (2015: GBP11.97 million) and current asset investments were sold during the year (balance at December 2015: GBP4.31 million). Accordingly, total cash and current investments rose from GBP16.28 million in 2015 to GBP20.06 million in 2016.
Overall position
The Group balance sheet strengthened further during the year as a result of the underlying performance of the Group's continuing businesses. Total net assets increased year-on-year by GBP2.3 million, from GBP24.3 million at the end of 2015 to GBP26.6 million at the end of 2016.
Dividends
In accordance with the policy set out at the time of admission to AIM, the Board does not currently intend to recommend payment of a dividend and prefers to retain profits as they arise for investment in future opportunities, or to purchase own shares for treasury where that is considered to be in the best interests of shareholders.
Purchase of own shares
There were no purchases of the Company's own shares for treasury in 2016 (2015: GBP0.18 million). On 20 March 2017, the Group announced that it had purchased 10,000 shares.
Earnings per share
Basic and diluted earnings per ordinary share ("EPS") were 32.6p compared to 158.8p in the previous year. 2015 EPS was significantly boosted by the sale of our former subsidiary, JMP Consultants Limited, in that year. EPS from continuing operations rose from 20.3p to 32.6p due to the increased profits from continuing operations.
Key performance indicators (KPIs)
The Group uses key performance indicators suitable for the nature and size of the Group's businesses. The key financial performance indicators are revenue and profit before tax. The performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Chief Executive's statement and disclosed in note 5.
Internally, management uses a variety of non-financial KPIs as follows: in respect of the food manufacturing sector order intake, manufacturing output and sales are monitored weekly and reported monthly; in the automotive consulting segment staff utilisation, amounts billed to clients and cash collected are closely monitored; order intake is monitored monthly in respect of the security solutions segment.
Risk factors
The Company and Group face a number of specific business risks that could affect the Company's or Group's success. The Company and Group invests in distressed businesses and securities, which by their nature often carry a higher degree of risk than those that are not distressed. The Group's businesses are principally engaged in the provision of services that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload. Also, in the automotive consulting and food manufacturing segments, there is a dependency on a small number of customers and a reduction in the volume or range of products or services supplied to those customers or the loss of any one of them could impact the Group materially.
These risks are managed by the Board in conjunction with the management of the Group's businesses.
More information on the Group's financial risks is disclosed in note 17.
Directors' interests
The Directors' interests in the share capital of the Company at 31 December are disclosed below:
Number Number
of % of Total of % of Total
Ordinary Voting Ordinary Voting
Shares Rights Shares Rights
31 December 31 December 31 December 31 December
2016 2016 2015 2015
David Buchler 129,893 3.18% 129,893 3.18%
Jonathan Lander 1,023,677 25.05% 1,023,677 25.05%
Nick Lander 548,277 13.42% 548,277 13.42%
No director held any share options at 31 December 2016 or 2015.
No material changes in directors' shareholdings (or options) occurred between 31 December 2016 and the date of this report.
Corporate governance
The Board gives careful consideration to the principles of corporate governance as set out in the UK Corporate Governance Code ("the Code") updated by the Financial Reporting Council in September 2014. However, the Company is relatively small and it is the opinion of the Directors that not all the provisions of the Code are relevant or desirable for a company of Volvere's size. On this basis we do not comply with the Code.
The Company has established an Audit Committee and a Remuneration Committee with formal terms of reference which comprise and are chaired by the Chairman.
Political and charitable donations
The Group made no donations to political organisations in 2016 (2015: nil). Charitable donations in the year were GBP6,300 (2015: GBPnil).
Disabled employees
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The Group places considerable value on the involvement of its employees and has continued to keep them appropriately informed on matters affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through informal discussions between Group management, operating company management and employees at a local level.
Nick Lander
Chief Financial & Operating Officer
25 May 2017
Consolidated income statement
Note 2016 2015
GBP'000 GBP'000
Continuing operations
Revenue 5 32,964 27,864
Cost of sales (25,033) (21,540)
Gross profit 7,931 6,324
Distribution costs (932) (893)
Administrative expenses (5,065) (4,558)
Operating profit 2 1,934 873
Investment revenues 7 186 163
Other gains and losses 7 (22) 429
Finance expense 7 (162) (172)
Finance income 7 48 50
Profit before tax 1,984 1,343
Income tax expense 8 (311) (335)
Profit for the year from
continuing operations 1,673 1,008
Discontinued operations
Profit for the year from
discontinued operations
after tax 6 - 5,667
Profit for the year 1,673 6,675
Attributable to:
- Equity holders of the
parent 1,334 6,499
- Non-controlling interests 339 176
1,673 6,675
Earnings per share 9
Continuing operations
- Basic 32.6p 20.3p
- Diluted 32.6p 20.3p
Discontinued operations
- Basic - 138.5p
- Diluted - 138.5p
Total
- Basic 32.6p 158.8p
- Diluted 32.6p 158.8p
Consolidated statement of comprehensive income
2016 2015
Note GBP'000 GBP'000
Profit for the year 1,673 6,675
Other comprehensive income:
items that will be reclassified
to profit when specific conditions
are met
Fair value gains and losses
on available for sale financial
assets
- current period gains/(losses) - (611)
- reclassified to profit and
loss 7 617 (318)
Foreign exchange gains on retranslation
of foreign operations 25 -
Other comprehensive income 642 (929)
Total comprehensive income
for the year 2,315 5,746
Attributable to:
- Equity holders of the parent 1,976 5,570
- Non-controlling interests 339 176
2,315 5,746
Consolidated statement of changes in equity
Fair
Share Share value Retained Non-controlling
capital premium reserve earnings Total interests Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2015
Other comprehensive
income - - (611) - (611) - (611)
Transfer to
profit and loss
on disposal - - (318) - (318) - (318)
Profit for the
year - - - 6,499 6,499 176 6,675
Total comprehensive
income for the
year - - (929) 6,499 5,570 176 5,746
Balance at 1
January 50 3,640 312 13,856 17,858 1,141 18,999
Transactions
with owners:
Disposal of
NCI interest
in subsidiary
disposed of
in the year - - - - - (271) (271)
Purchase of
own shares - - - (180) (180) - (180)
Total transactions
with owners - - - (180) (180) (271) (451)
Balance at 31
December 50 3,640 (617) 20,175 23,248 1,046 24,294
2016
Other comprehensive
income - - - 25 25 25
Transfer to
profit and loss
on disposal - - 617 - 617 - 617
Profit for the
year - - - 1,334 1,334 339 1,673
Total comprehensive
income for the
year - - 617 1,359 1,976 339 2,315
Balance at 1
January 50 3,640 (617) 20,175 23,248 1,046 24,294
Transactions
with owners:
Increase in
non-controlling
interest - - - (12) (12) 21 9
Share based
payments - - - 7 7 - 7
Total transactions
with owners - - - (5) (5) 21 16
Balance at 31
December 50 3,640 - 21,529 25,219 1,406 26,625
Consolidated statement of financial position
2016 2015
Note GBP'000 GBP'000
Assets
Non-current assets
Goodwill 11 380 380
Other intangible assets 11 39 71
Property, plant and equipment 12 5,572 5,773
Total non-current assets 5,991 6,224
Current assets
Inventories 13 2,082 1,106
Trade and other receivables 15 7,231 8,073
Cash and cash equivalents 20,063 11,967
Available for sale investments 14 - 4,313
Total current assets 29,376 25,459
Total assets 35,367 31,683
Liabilities
Current liabilities
Loans and other borrowings 18 (1,613) (787)
Finance leases 18 (159) (104)
Trade and other payables 16 (4,431) (4,058)
Tax payable (184) -
Total current liabilities (6,387) (4,949)
Non-current liabilities
Loans and other borrowings 18 (1,448) (1,541)
Finance leases 18 (442) (450)
Total non-current liabilities (1,890) (1,991)
Total liabilities (8,277) (6,940)
Provisions - deferred tax 19 (376) (335)
Provisions - lease incentive (89) (114)
Net assets 26,625 24,294
Equity
Share capital 20 50 50
Share premium account 21 3,640 3,640
Fair value reserve 21 - (617)
Retained earnings 21,529 20,175
Capital and reserves attributable
to equity holders of the
Company 25,219 23,248
Non-controlling interests 27 1,406 1,046
Total equity 26,625 24,294
Consolidated statement of cash flows
2016 2016 2015 2015
Note GBP'000 GBP'000 GBP'000 GBP'000
Profit for the year from
continuing operations 1,673 1,008
Adjustments for:
Investment revenues 7 (186) (163)
Other gains and losses 7 22 (429)
Finance expense 7 162 172
Finance income 7 (48) (50)
Depreciation 12 436 370
Amortisation of intangible
assets 11 32 89
Foreign exchange differences (7) 14
Loss on disposal of property,
plant and equipment 62 12
Income tax expense 311 335
Share based payment expense 7 -
791 350
Operating cash flows before
movements in working capital 2,464 1,358
Decrease/(increase) in
trade and other receivables 100 (1,015)
Increase in trade and
other payables 275 166
Increase in inventories (976) (169)
Tax paid (82) -
Cash generated from continuing
operations 1,781 340
Net cash generated from
discontinued operations - 652
Net cash generated from
operations 1,781 992
Investing activities
Proceeds from sale of
discontinued operations
net of cash sold 6 784 4,860
Acquisition of business 22 - (1,013)
Purchase of available
for sale investments - (8,733)
Income from available
for sale investments 186 163
Disposal of available
for sale investments 4,908 4,840
Purchase of property,
plant and equipment 12 (164) (955)
Disposal of property,
plant and equipment 25 4
Interest received 7 49 50
Net cash (used by)/generated
from investing activities 5,788 (784)
Financing activities
Interest paid (162) (172)
Purchase of own shares
(treasury shares) 20 - (180)
Net new/(repayment of)
borrowings 620 (104)
Issue of shares (by subsidiary) 9 -
Net cash generated from/(used
by) financing activities 467 (456)
Net increase/(decrease)
in cash 8,036 (248)
Cash at beginning of year 11,967 12,215
Foreign exchange movement 60 -
Cash at end of year 20,063 11,967
Notes forming part of the preliminary announcement
The financial information set out above, which was approved by the Board on 25 May 2017, is derived from the full Group accounts for the year ended 31 December 2016 and does not constitute the statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group accounts on which the auditors have given an unqualified report, which does not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2016, will be delivered to the Registrar of Companies in due course.
Copies of the Company's Annual Report and Financial Statements are expected to be sent to shareholders on 30 May 2017 and will be available from the Company's registered office at Warnford Court, 29 Throgmorton Street, London, EC2N 2AT and online at www.volvere.co.uk.
1 Accounting policies
Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS and IFRIC interpretations) as adopted by the European Union ("adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under adopted IFRS. The Company has elected to prepare its Parent Company financial statements in accordance with Financial Reporting Standard 101 ("FRS 101"); these are presented below.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. In addition, note 17 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.
The Group has considerable financial resources and operates in a number of different market sectors. As a consequence, the directors believe that the Group is well placed to manage the business risks inherent in its activities despite the current uncertain economic outlook.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The following principal accounting policies have been applied consistently, in all material respects, in the preparation of these financial statements:
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. 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. All subsidiaries have a reporting date of 31 December.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.
The results and net assets of subsidiaries whose accounts are denominated in foreign currencies are retranslated into Sterling at average and year-end rates respectively.
Business combinations
The Group applies the acquisition method of accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of the fair value of consideration transferred, the recognised amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (ie gain on a bargain purchase) is recognised in profit or loss immediately.
The purchase of a non-controlling interest is not a business combination within the scope of IFRS 3, since the acquiree is already controlled by its parent. Such transactions are accounted for as equity transactions, as they are transactions with equity holders acting in their capacity as such. No change in goodwill is recognised and no gain or loss is recognised in profit or loss.
Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. See above for information on how goodwill is initially determined. Goodwill is carried at cost less accumulated impairment losses and is reviewed annually for impairment.
Other intangible assets
All other intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis as set out below over their estimated useful lives, which are considered finite. Registered design rights are amortised over the life of the registration. Residual values and useful lives are reviewed at each reporting date and they are subject to impairment testing where indicators of impairment are present.
Intellectual property rights - 10% straight line Software - 33% straight line
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.
Sale of goods is recognised when the Group has transferred to the buyer the significant risks and rewards of ownership, generally when the customer has taken undisputed delivery of the goods. There are no service obligations attached to the sale of goods. Customer rebates are deducted from revenue.
Revenue earned on time and materials contracts is recognised as costs are incurred. Income from fixed price contracts is recognised in proportion to the stage of completion, determined on the basis of work done, of the relevant contract.
Revenue from consulting services is recognised when the services are provided by reference to the contract's stage of completion at the reporting date. When the outcome can be assessed reliably, contract revenue and associated costs are recognised by reference to the stage of completion of the contract activity at the reporting date. When the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs that have been incurred and are recoverable. Contract costs are recognised in the period in which they are incurred.
If it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately in profit or loss.
The gross amount due from customers for contract work is presented within trade and other receivables for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings. The gross amount due to customers for contract work is presented within other liabilities for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).
Discontinued operations
Discontinued operations represent cash generating units or groups of cash generating units that have either been disposed of or classified as held for sale, and represent a separate major line of business or are part of a single co-ordinated plan to dispose of a separate major line of business. Cash generating units forming part of a single co-ordinated plan to dispose of a separate major line of business are classified within continuing operations until they meet the criteria to be held for sale. The post-tax profit or loss of the discontinued operation is presented as a single line on the face of the consolidated income statement, together with any post-tax gain or loss recognised on the re-measurement to fair value less costs to sell or on the disposal of the assets or disposal group constituting the discontinued operation. On changes to the composition of groups of units comprising discontinued operations, the presentation of discontinued operations within prior periods is restated to reflect consistent classification of discontinued operations across all periods presented.
Operating segments
IFRS 8 "Operating Segments" requires the disclosure of segmental information for the Group on the basis of information reported internally to the chief operating decision-maker for decision-making purposes. The Group considers that the role of chief operating decision-maker is performed collectively by the Board of Directors.
Volvere plc is a holding company that identifies and invests principally in undervalued and distressed businesses and securities as well as businesses that are complementary to existing Group companies. Its customers are based primarily in the UK, Europe and the USA.
Financial information (including revenue and profit before tax and intra-group charges) is reported to the board on a segmental basis. Segment revenue comprises sales to external customers and excludes gains arising on the disposal of assets and finance income. Segment profit reported to the board represents the profit earned by each segment before tax and intra-group charges. For the purposes of assessing segment performance and for determining the allocation of resources between segments, the board reviews the non-current assets attributable to each segment as well as the financial resources available. All assets are allocated to reportable segments. Assets that are used jointly by segments are allocated to the individual segments on a basis of revenues earned.
All liabilities are allocated to individual segments. Information is reported to the board of directors on a segmental basis as management believes that each segment exposes the Group to differing levels of risk and rewards due to their varying business life cycles. The segment profit or loss, segment assets and segment liabilities are measured on the same basis as amounts recognised in the financial statements. Each segment is managed separately.
Leasing
Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and the reduction of lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
Foreign currencies
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Gains and losses arising on retranslation are included in net profit or loss for the period.
Retirement benefit costs
The Group's subsidiary undertakings operate defined contribution retirement benefit schemes. Payments to these schemes are charged as an expense in the period to which they relate. The assets of the schemes are held separately from those of the relevant company and Group in independently administered funds.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is measured on an undiscounted basis using the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Freehold property is revalued on a periodic basis. Depreciation is charged so as to write off the cost or valuation of assets, less their residual values, over their estimated useful lives, using the straight line method, on the following bases:
Freehold property - 1.5% per annum
Improvements to short-term leasehold property - Over the life of the lease
Plant and machinery - 4%-33% per annum
Investments
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, including transaction costs. Available for sale current asset investments are carried at fair value with adjustments recognised in other comprehensive income.
Investment income
Income from investments is included in the income statement at the point the Group becomes legally entitled to it. Interest income and expenses are reported on an accruals basis using the effective interest method.
Impairment of property, plant and equipment and intangible assets (including goodwill)
At each reporting date the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and any risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Share-based payments
The Group issues equity-settled share-based payments to certain directors and employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of options that will ultimately vest.
Fair value is measured by use of a Black-Scholes pricing model. 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.
Inventories
Inventories are stated at the lower of cost and net realisable value. Raw materials are valued at purchase price and the costs of ordinarily interchangeable items are assigned using a weighted average cost formula. The cost of finished goods comprises raw materials directly attributable to manufacturing processes based on product specification and packaging cost. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, overnight deposits and treasury deposits. The Group considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents.
Financial assets
The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:
Fair value through profit or loss (FVTPL): This category comprises only in-the-money derivatives. They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement. The Group does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.
Loans and receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method less any provision for impairment. Receivables are considered for impairment when there is a risk of counterparty default.
Available-for-sale: Non-derivative financial assets not included in the above categories are classified as available-for-sale and comprise the Group's investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. They are carried at fair value with changes in fair value recognised directly in equity (other comprehensive income). On disposal, amounts recognised in other comprehensive income are transferred to the profit and loss as part of the gain or loss on disposal. Fair value is determined by reference to independent valuation statements provided by the investment manager or broker (as the case may be) through whom such investments are made. Where the underlying investments are exchange-traded, the mid-price of the investment is used.
Impairment: All financial assets except those at FVTPL are reviewed for impairment at each reporting date to identify whether there is any objective evidence that a financial asset or group of assets is impaired. Different methods are used to determine impairment as described above.
Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Group's accounting policy for each category is as follows:
FVTPL: This category comprises only out-of-the-money derivatives. They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement.
Other financial liabilities: Other financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
Bank and other borrowings are initially recognised at the fair value of the amount advanced net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense in this context includes initial transaction costs and premia payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Invoice discounting
The Group uses an invoice discounting facility and retains all significant benefits and risks relating to the relevant trade receivables. The gross amounts of the receivables are included within assets and a corresponding liability in respect of proceeds received from the facility is included within liabilities. The interest and charges are recognised as they accrue and are included in the income statement with other interest charges.
Significant management judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The nature of the Group's business is such that there can be unpredictable variation and uncertainty regarding its business. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Significant management judgements
The judgements that have a significant impact on the carrying value of assets and liabilities are discussed below:
Consolidation
Management have concluded that is not appropriate to utilise the exemption from consolidation available to investment entities under IFRS10 as it is not considered to meet all of the essential elements of the definition of an investment entity as performance is not measured or evaluated on a fair value basis. Accordingly the consolidation includes all entities which the Company controls.
Current asset investments
Declines in the fair value of current asset investments are considered for indicators of impairment. Where the decline in value is significant or prolonged the asset may be considered to be impaired with the resulting impairment losses recognised in the income statement. Short term and insignificant declines in fair value that are considered to be temporary are reflected in other comprehensive income.
Significant estimates
Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.
Receivables
Due to the nature of some services provided by certain businesses within the Group the recoverability of receivables can be subject to management estimates. Management estimation is required in measuring and recognising provisions and otherwise determining the exposure to unrecoverable debts. Sensitivity is limited through the Group's credit control procedures and the overall high quality of the Group's customer base, although it is acknowledged that some customer concentration can mean that adjustments could be material.
Useful lives of depreciable assets
The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually. Increasing an asset's expected life or residual value would result in a reduced depreciation charge in the consolidated income statement.
Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking into account other relevant factors such as any expected changes in technology or regulations.
Inventories
In determining the cost of inventories management have to make estimates to arrive at cost and net realisable value.
Furthermore, determining the net realisable value of the wider range of products held requires judgement to be applied to determine the saleability of the product and estimations of the potential price that can be achieved. In arriving at any provisions for net realisable value management take into account the age, condition and quality of the product stocked and the recent sales trend. The future realisation of these inventories may be affected by market-driven changes that may reduce future selling prices
Business combinations
When the Group completes a business combination, the fair values of the identifiable assets and liabilities acquired are recognised. The determination of the fair values of acquired assets and liabilities is based, to a considerable extent, on management estimations. If the purchase consideration exceeds the fair value of the net assets acquired then the incremental amount paid is recognised as goodwill. If the purchase price consideration is lower than the fair value of the assets acquired then the difference is recorded as a gain in the income statement.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.
Deferred tax asset
The Group recognises a deferred tax asset in respect of temporary differences relating to capital allowances, revenue losses and other short term temporary differences when it considers there is sufficient evidence that the asset will be recovered against future taxable profits.
This requires management to make decisions on such deferred tax assets based on future forecasts of taxable profits. If these forecast profits do not materialise, or there is a change in the tax rates or to the period over which temporary timing differences might be recognised, the value of the deferred tax asset will need to be revised in a future period.
The most sensitive area of estimation risk is with respect to losses. The Group has losses for which no value has been recognised for deferred tax purposes in these financial statements, as future economic benefit of these temporary differences is not probable. If appropriate profits are earned in the future, recognition of the benefit of these losses may result in a reduced tax charge in a future period.
New standards and interpretations - in issue but not yet effective
At the date of authorisation of these financial statements, certain new standards, and amendments to existing standards have been published by the IASB that are not yet effective, and have not been adopted early by the Group. Information on those expected to be relevant to the Group's financial statements is provided below.
Management anticipates that all relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement.
IFRS 9 'Financial Instruments' (2015)
The IASB recently released IFRS 9 'Financial Instruments' (2015), representing the completion of its project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. The new standard introduces extensive changes to IAS 39's guidance on the classification and measurement of financial assets and introduces a new 'expected credit loss' model for the impairment of financial assets. IFRS 9 also provides new guidance on the application of hedge accounting.
IFRS 9 is effective for reporting periods beginning on or after 1 January 2018. The Group's management have not yet assessed the impact of IFRS 9 on the consolidated financial statements.
IFRS 15 'Revenue from Contracts with Customers'
IFRS 15 presents new requirements for the recognition of revenue, replacing IAS 18 'Revenue', IAS 11 'Construction Contracts', and several revenue-related Interpretations. The new standard establishes a control-based revenue recognition model and provides additional guidance in many areas not covered in detail under existing IFRSs, including how to account for arrangements with multiple performance obligations, variable pricing, customer refund rights, supplier repurchase options, and other common complexities.
IFRS 15 is effective for reporting periods beginning on or after 1 January 2018. The Group's management have not yet assessed the impact of IFRS 15 on the consolidated financial statements.
IFRS 16 'Leases'
IFRS 16 introduces significant changes to accounting for leases including a general move towards more leases being classified as finance leases, and fewer being classified as operating leases.
IFRS 16 is effective for accounting periods commencing on or after 1 January 2019. The Group's management have not yet assessed the impact of IFRS 15 on the consolidated financial statements.
2 Operating profit
Operating profit is stated after charging/(crediting):
2016 2015
GBP'000 GBP'000
Staff costs 13,451 10,321
Depreciation of property, plant and
equipment 436 370
Amortisation of intangible assets 32 89
Operating lease expense 309 207
Auditor's fees - audit services 58 65
Auditor's fees - tax advice 14 -
The analysis of audit fees is as follows:
- for the audit of the Company's annual
accounts 16 19
- for the audit of the Company's subsidiaries'
accounts 42 46
58 65
Auditor's fees were payable to KPMG LLP in 2016 and to Grant Thornton UK LLP in 2015.
3 Staff costs
Staff costs comprise:
2016 2015
GBP'000 GBP'000
Wages and salaries 11,811 9,036
Employer's National Insurance contributions 1,218 905
Defined contribution pension cost 415 380
Share based payment expense 7 -
13,451 10,321
The average number of employees (including Directors) in the Group was as follows:
2016 2015
Number Number
Engineering, production and professional 284 266
Sales and marketing 8 11
Administration and management 43 40
335 317
4 Directors' remuneration
The remuneration of the directors was as follows:
Salaries Other
& fees benefits Total
2016 2016 2016
GBP'000 GBP'000 GBP'000
David Buchler 30 - 30
Jonathan Lander 11 - 11
Nick Lander 11 1 12
52 1 53
Salaries Other
& fees benefits Total
2015 2015 2015
GBP'000 GBP'000 GBP'000
David Buchler 58 - 58
Jonathan Lander 11 - 11
Nick Lander 11 1 12
80 1 81
The services of Jonathan Lander and Nick Lander are provided under the terms of a Service Agreement with D2L Partners LLP. The amount due under these agreements, which is in addition to the amounts disclosed above, for the year amounted to GBP615,000 (2015: GBP1,128,000). Amounts owed to D2L Partners LLP at the year end totalled GBPnil (2015: GBPnil).
The amount paid to David Buchler in the year was paid to a third party on an invoice basis and no amounts were outstanding at the year end (2015: GBPnil). None of the directors were members of the Group's defined contribution pension plan in the year (2015: none).
5 Operating segments
Analysis by business segment:
An analysis of key financial data by business segment is provided below. The Group's automotive consulting and security solutions segments are engaged in the provision of services to third party customers. The group's food manufacturing segment is engaged in the production and sale of food products to third party customers, and the investing and management services segment incurs central costs, provides management services and financing to other Group segments and undertakes treasury management on behalf of the Group. A more detailed description of the activities of each segment is given in the Strategic Report.
Investing
and
Automotive Security Food management Total
consulting solutions manufacturing services continuing Discontinued Total
2016 2016 2016 2016 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 17,372 382 15,190 20 32,964 - 32,964
Profit/(loss) before
tax(1) 1,485 163 1,149 (813) 1,984 - 1,984
Investing
and
Automotive Security Food management Total
consulting solutions manufacturing services continuing Discontinued Total
2015 2015 2015 2015 2015 2015 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 12,077 311 15,476 - 27,864 12,823 40,687
Profit/(loss) before
tax(1) 583 118 1,588 (946) 1,343 5,667(2) 7,010
Investing
and
Automotive Security Food management Total
consulting solutions manufacturing services continuing Discontinued Total
2016 2016 2016 2016 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Assets 4,834 207 11,136 19,190 35,367 - 35,367
Liabilities/provisions (2,895) (209) (5,412) (226) (8,742) - (8,742)
Net assets(3) 1,939 (2) 5,724 18,964 26,625 - 26,625
Investing
and
Automotive Security Food management Total
consulting solutions manufacturing services continuing Discontinued Total
2015 2015 2015 2015 2015 2015 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Assets 5,095 148 10,163 16,277 31,683 - 31,683
Liabilities/provisions (2,600) (163) (4,287) (339) (7,389) - (7,389)
Net assets(3) 2,495 (15) 5,876 15,938 24,294 - 24,294
(1) stated before intra-group management and interest charges
(2) discontinued segment result stated after tax
(3) assets and liabilities stated excluding intra-group balances
Investing
and
Automotive Security Food management Total
consulting solutions manufacturing services continuing Discontinued Total
2016 2016 2016 2016 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Capital spend 35 - 287 - 322 - 322
Depreciation 45 - 390 1 436 - 436
Amortisation/
impairment 32 - - - 32 - 32
Interest
income
(non-Group) - - - 48 48 - 48
Interest
expense
(non-Group) 41 - 121 - 162 - 162
Tax expense 175 - 136 - 311 - 311
Investing
and
Automotive Security Food management Total
consulting solutions manufacturing services continuing Discontinued Total
2015 2015 2015 2015 2015 2015 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Capital spend 25 1 821 1 848 108 956
Depreciation 26 - 343 1 370 91 461
Amortisation/
impairment 89 - - - 89 - 89
Interest
income
(non-Group) - - - 50 50 - 50
Interest
expense
(non-Group) 38 - 134 - 172 - 172
Tax expense 58 - 277 - 335 250(4) 585
(4) included in profit from discontinued operations after tax
Geographical analysis:
External revenue Non-current assets
by by
location of customers location of assets
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
UK 29,064 25,039 5,991 6,224
Rest of Europe 2,612 1,761 - -
Other 1,288 1,064 - -
32,964 27,864 5,991 6,224
The Group had 3 (2015: 2) customers that individually
accounted for in excess of 10% of the Group's continuing
revenues as follows:
2016 2015
GBP'000 GBP'000
First customer (food manufacturing
segment) 6,713 5,501
Second customer (automotive solutions
segment) 3,697 3,672
Third customer (automotive solutions
segment) 3,364 -
6 Discontinued operations (2015)
The Group's stake in JMP Consultants Limited ("JMP"), which formed the Group's transport planning and engineering segment, was sold on 18 December 2015 for cash consideration of GBP8,506,000, of which the Group's share was GBP6,477,000.
In accordance with IFRS 5 the total profits for 2015 relating to discontinued activities for the year were presented on a single line on the income statement, and are analysed below:
2015
GBP'000
Revenue 12,823
Cost of sales (6,817)
Administrative expenses (4,898)
Interest (11)
Income tax expense (250)
Profits for the period to disposal/year 847
Non-controlling interests' share of profits
in period to disposal (190)
Group share of profits 657
Profit on disposal (see below) 5,010
Profit on discontinued operations 5,667
The net assets disposed, and resulting profit
on sale is analysed below:
=========
2015
GBP'000
Property, plant and equipment 248
Work in progress 1,698
Receivables 2,405
Cash and cash equivalents 833
Liabilities and provisions (3,256)
Net assets at date of disposal 1,928
Non-controlling interests' share of net assets
at date of disposal (461)
Group share of net assets at date of disposal 1,467
Profit on disposal 5,010
Consideration 6,477
The consideration receivable is analysed as
follows:
=========
Received on date of disposal 5,693
Receivable following determination of net assets
at disposal (included in other receivables
at year-end) 385
Receivable one year after disposal (included
in other receivables at year-end) 399
Total consideration receivable 6,477
The cash flows associated with the disposal
are as follows (2015):
=========
Cash received on date of disposal 5,693
Cash disposed (833)
Net cash flows on disposal 4,860
The amount receivable as at 31 December 2015 (GBP784,000) was received in full during 2016.
7 Investment revenues, other gains and losses and finance income and expense
2016 2015
GBP'000 GBP'000
Investment revenues 186 163
Other gains and losses (22) 429
Finance income
Bank interest receivable 48 50
Finance expense
Bank interest (64) (86)
Finance lease interest (19) 7
Other interest and finance charges (79) (93)
(162) (172)
Investment revenues and other gains and losses represent respectively interest and dividends receivable from, and the gains arising upon disposal of, investments made pursuant to the Group's investing and treasury management policies.
GBP617,000 of losses (2015: GBP318,000 of gains) previously recognised directly in equity have been recycled to profits in the current year on disposal of the related investments.
8 Income tax
2016 2015
GBP'000 GBP'000
Current tax expense - current year 271 -
Deferred tax expense recognised in income
statement - current year 105 288
Deferred tax expense recognised in income
statement - adjustments in respect of
prior years (65) 47
Total tax expense recognised in income
statement 311 335
Tax recognised directly in equity - -
Total tax recognised (continuing operations) 311 335
The reasons for the difference between the actual tax expense for the year and the standard rate of corporation tax in the UK applied to profits for the year are as follows:
2016 2015
GBP'000 GBP'000
Profit before tax 1,984 1,343
Expected tax charge based on the prevailing
rate of corporation tax in the UK of 20%
(2015: 20.25%) 397 272
Effects of:
Expenses not deductible for tax purposes 51 49
Income/gains not subject to tax (37) (33)
Unrecognised deferred tax assets 1 33
Effect of changes in rate of tax (36) (33)
Adjustments in respect of prior years (65) 47
Total tax recognised (continuing operations) 311 335
In July 2015, the UK government announced its intention to further reduce corporation tax rates to 17% from 1 April 2020. This has been substantively enacted during the year and deferred tax has been provided for at the rate at which it is expected to be settled. Further details on deferred tax assets (recognised and unrecognised) are given in note 19.
9 Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Earnings for the purposes of earnings 2016 2015 per share: GBP'000 GBP'000 From continuing operations 1,334 832 From discontinued operations - 5,667 Total 1,334 6,499 EEa Weighted average number of shares for 2016 2015 the purposes of earnings per share: No. No. Weighted average number of ordinary shares in issue 4,085,958 4,091,547 Dilutive effect of potential ordinary - - shares Weighted average number of ordinary shares for diluted EPS 4,085,958 4,091,547
There were no share options (or other dilutive instruments) in issue during the year or the previous year.
10 Subsidiaries
The subsidiaries of Volvere plc, all of which have been included in these consolidated financial statements, are as follows:
Proportion
Registered Principal of ownership
Name address Activity interest
in ordinary
shares
Volvere Central Group support
Services Limited Note 1 services 100%
NMT Group Limited Note 2 Investment 98.6%
Sira Defence &
Security Limited Note 1 Software publishing 100%
Shire Foods Limited Note 1 Food manufacturing 80%
Impetus Automotive Note 3 Automotive consulting Note 7
Limited
Impetus Automotive Note 1 Holding company 100%
Solutions Limited
Impetus Automotive Note 4 Automotive consulting Note 5
GmbH
Impetus Automotive
Consulting Services
(Beijing) Co.,
Ltd Note 5 Automotive consulting 100%
Impetus Automotive
Pty Limited Note 6 Automotive consulting 100%
New Medical Technology Note 2 Dormant 98.6%
Limited
Zero-Stik Limited Note 2 Dormant 98.6%
Note 1 - Registered at Shire House, Tachbrook Road, Leamington Spa, Warwickshire, CV31 3SF, England.
Note 2 - Registered at c/o Wright, Johnston & Mackenzie LLP, 302 St Vincent St, Glasgow, G2 5RZ, Scotland.
Note 3 - Registered at Tournament Court, Edgehill Drive, Warwick, CV34 6LG, England. Note 4 - Registered at Bismarckstra<BETA>e 30, 64668 Rimbach, Germany. Note 5 - Registered at Office No 1562 NCI Tower, 12a Jianguomenwai Avenue, 100022 Beijing,China. Note 6 - Registered at 75 Wensleydale Drive, Mornington, Victoria 3931, Australia.
Note 7 - The Group owns 100% of the A ordinary shares and none of the B ordinary shares of Impetus Automotive Limited, which at the date of these financial statements gives an economic interest in the total equity of approximately 83%. Impetus Automotive Limited owns 100% of Impetus Automotive GmbH, Impetus Automotive Consulting Services (Beijing) Co., Ltd and Impetus Automotive Pty Limited.
11 Goodwill and other intangible assets
Other
intangible
Goodwill assets Total
GBP'000 GBP'000 GBP'000
Cost
At 1 January 2015 - 441 441
Acquisitions - 2015 380 95 475
Additions - 2015 - 65 65
At 31 December 2015 and at 31
December 2016 380 601 981
Amortisation
At 1 January 2015 - 441 441
Amortisation - 2015 - 89 89
Amortisation - 2016 - 32 32
At 31 December 2016 - 562 562
Net book value
At 31 December 2016 380 39 419 At 31 December 2015 380 71 451
Goodwill is that arising on the acquisition of Impetus Automotive Limited as outlined in note 22.
As required by IAS 38 goodwill is not amortised and is instead tested annually for impairment. The business unit to which the goodwill attaches generated profits (before tax and intra-group management and interest charges) of almost GBP1.5m in 2016 and the carrying value of the goodwill is GBP380,000. Impairment testing therefore readily indicates that there is no impairment in the carrying value of goodwill, even if extremely conservative assumptions are used.
Other intangible assets comprise a mix of intellectual property rights and software. The net book value of internally-generated intangible assets was GBP39,000 (2015: GBP71,000).
12 Property, plant and equipment
Short
Leasehold Freehold Plant
Property Property & Machinery Total
GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 January 2015 130 2,430 3,829 6,389
Acquisition 180 - 188 368
Additions 92 - 863 955
Disposals - - (24) (24)
Disposals - discontinued
operations (222) - (216) (438)
At 31 December 2015 and
1 January 2016 180 2,430 4,640 7,250
Additions - - 322 322
Disposals - - (322) (322)
At 31 December 2016 180 2,430 4,640 7,250
Accumulated depreciation
At 1 January 2015 26 75 927 1,028
Acquisitions 54 - 131 185
Disposals - - (8) (8)
Disposals - discontinued
operations (52) - (138) (190)
Charge for the year -
including discontinued
operations 35 20 407 462
At 31 December 2015 and
1 January 2016 63 95 1,319 1,477
Disposals - - (235) (235)
Charge for the year 12 22 402 436
At 31 December 2016 75 117 1,486 1,678
Net book value
At 31 December 2016 105 2,313 3,154 5,572
At 31 December 2015 117 2,335 3,321 5,773
The net book value of property, plant and equipment held on finance leases was GBP779,000 (2015: GBP695,000). Freehold property was subjected to an independent valuation on 15 April 2014. The valuation was GBP2,430,000 which was reflected as the fair value on acquisition and thus represents the historic cost to the Group.
Management consider there to be no indicators to suggest that any items of property, plant and equipment are impaired. Property, plant and equipment (which is all held within subsidiaries) with a net book value of GBP5.57 million is pledged as collateral for Group borrowings (all of which are within subsidiaries).
13 Inventories
2016 2015
GBP'000 GBP'000
Raw materials 754 360
Finished products 1,328 746
2,082 1,106
The total amount of inventories consumed in the year and charged to cost of sales was GBP9.21 million (2015: GBP9.57 million).
14 Financial assets (current)
2016 2015
GBP'000 GBP'000
Available-for-sale investments - 4,313
During the year the Group had invested in equity funds pursuant to its treasury management policies, although no such investments were held at the end of the year.
15 Trade and other receivables
2016 2015
GBP'000 GBP'000
Trade receivables 6,512 6,400
Less: provision for impairment of trade
receivables (1) (1)
Net trade receivables 6,511 6,399
Other receivables 271 1,166
Amounts recoverable on contracts 218 260
Prepayments and accrued income 231 248
7,231 8,073
Certain of the Group's subsidiaries have invoice discounting arrangements for their trade receivables which are pledged as collateral. Under these arrangements it is considered that the individual subsidiaries remain exposed to the risks and rewards of ownership, principally in the form of credit risk, and so the assets continue to be recognised. The associated liabilities arising restrict the subsidiaries' use of the assets.
The carrying amount of the assets and associated liabilities is as follows:
2016 2015
GBP'000 GBP'000
Trade receivables 6,431 6,342
Borrowings (1,521) (650)
4,910 5,692
Because of the normal credit periods offered by the subsidiaries, it is considered that the fair value matches the carrying value for the assets and associated liabilities.
The Group is exposed to credit risk with respect to trade receivables due from its customers, primarily in the automotive consulting and food manufacturing segments. Both segments have a relatively large number of customers, however there is a significant dependency on a small number of large customers who can and do place significant contracts. Provisions for bad and doubtful debts are made based on management's assessment of the risk taking into account the ageing profile, experience and circumstances. There were no significant amounts due from individual customers where the credit risk was considered by the Directors to be significantly higher than the total population.
There is no significant currency risk associated with trade receivables as the vast majority are denominated in Sterling.
The ageing analysis of trade receivables is disclosed below:
2016 2015
GBP'000 GBP'000
Up to 3 months 6,431 6,206
3 to 6 months 80 190
6 to 12 months - 4
Over 12 months 1 -
6,512 6,400
16 Trade and other payables (current)
2016 2015
GBP'000 GBP'000
Trade payables 1,723 1,200
Other tax and social security 759 729
Other payables 108 84
Accruals 1,214 1,479
Deferred income 627 566
4,431 4,058
The fair value of all trade and other payables approximates to book value at 31 December 2016 and at 31 December 2015.
17 Financial instruments - risk management
The Group's principal financial instruments are:
-- Trade receivables -- Cash at bank -- Current asset investments -- Loans and finance leases -- Trade and other payables
The Group is exposed through its operations to one or more of the following financial risks:
-- Cash flow interest rate risk -- Foreign currency risk -- Liquidity risk -- Credit risk -- Other market price risk
Policy for managing these risks is set by the Board following recommendations from the Chief Financial & Operating Officer. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the centre. The policy for each of the above risks is described in more detail below.
Interest rate risk
Due to the relatively low level of borrowings, the Directors do not have an explicit policy for managing cash flow interest rate risk. All current and recent borrowing has been on variable terms, with interest rates of between 3% and 4% above base rate, and the Group has cash reserves sufficient to repay all borrowings promptly in the event of a significant increase in market interest rates. All cash is managed centrally and subsidiary operations are not permitted to arrange borrowing independently. The Group's investments may attract interest at fixed or variable rates, or none at all. The market price of such investments may be impacted positively or negatively by changes in underlying interest rates. It is not considered relevant to provide a sensitivity analysis on the effect of changing interest rates since, at the year end, the Group's investments had the following interest profiles which contained no variable rates:
2016 2015
GBP'000 GBP'000
No interest - 4,313
Fixed interest - -
- 4,313
Foreign currency risk
Foreign exchange risk arises when individual Group operations enter into transactions denominated in a currency other than their functional currency (sterling). The Directors monitor and review their foreign currency exposure on a regular basis; they are of the opinion that as the Group's trading exposure is limited to transactions with a small number of customers and suppliers it is not appropriate to actively hedge that element of its foreign currency exposure, nor is its exposure to foreign currency risk considered to be significant.
Liquidity risk
The Group maintains significant cash reserves and therefore does not require facilities with financial institutions to provide working capital. Surplus cash is managed centrally to maximise the returns on deposits.
Credit risk
The Group is mainly exposed to credit risk from credit sales. The Group's policy for managing and exposure to credit risk is disclosed in note 17.
Other market price risk
The Group has generated a significant amount of cash and this has been held partly as cash deposits and partly invested pursuant to the Group's investing strategy. Investments were made in 2016 in equity funds, which reflect the Group's need to access capital. All such investments were disposed in the year, so there is no market price risk as at 31 December 2016. The directors believe that the exposure to market price risk from this activity is acceptable in the Group's circumstances.
Capital management
The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade profitably in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.
The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis.
The Group considers its capital to include share capital, share premium, fair value reserve and retained earnings. Net debt includes short and long-term borrowings (including lease obligations) and shares classed as financial liabilities, net of cash and cash equivalents. The Group has not made any changes to its capital management during the year. The Group is not subject to any externally imposed capital requirements.
An analysis of what the Group manages as capital is outlined below:
2016 2015
GBP'000 GBP'000
Total debt (3,662) (2,882)
Add cash and cash equivalents 20,063 11,967
Net funds/(debt) 16,401 9,085
Total equity (capital) 26,625 24,294
Net funds/(debt) to capital ratio 61.6% 37.4%
18 Financial assets and liabilities - numerical disclosures
Analysis of financial assets by category:
2016 2015
GBP'000 GBP'000
Non-financial items carried at fair value
Freehold property 2,430 2,430
Financial instruments carried at fair
value
Available for sale investments - 4,313
Assets carried at amortised cost
Loans and receivables 7,000 7,825
Cash and cash equivalents 20,063 11,967
Total financial assets 29,493 26,535
Liabilities carried at amortised cost
Trade and other payables 2,590 2,013
Borrowings 3,662 2,882
Total financial liabilities 6,252 4,895
Fair values
The table above analyses assets in a fair value hierarchy based on the valuation technique used to determine fair value as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Directors consider the carrying values of all financial assets and liabilities to be a reasonable approximation of their fair values. In 2015 investments held at fair value were all listed on a recognised market and hence their valuation was not subject to significant judgement or uncertainty. Such investments are therefore considered to fall under Level 1 in the IFRS 7 fair value hierarchy. Freehold property is carried at fair value and is therefore considered to fall under Level 3 in the IFRS 7 fair value hierarchy. Freehold property was subjected to an independent valuation on 15 April 2014. The valuation was in accordance with RICS guidelines on open market value. There is no movement in the year in the fair value. The directors do not consider that the value is below the highest and best use value for the property.
Maturity of financial assets
The maturities and denominations of financial assets at the year end, other than cash and cash equivalents, and loans and receivables (note 15 above) are as follows:
2016 2015
GBP'000 GBP'000
Sterling
No fixed maturity - 4,313
Maturity of financial liabilities
The maturity of borrowings (including finance leases) carried at amortised cost is as follows:
2016 2015
GBP'000 GBP'000
Less than six months 1,647 770
Six months to one year 125 121
One to two years 259 198
Two to five years 588 641
More than five years 1,043 1,152
3,662 2,882
The above borrowings are analysed on the balance sheet as follows:
2016 2015
GBP'000 GBP'000
Loans and other borrowings (current) 1,613 787
Finance leases (current) 159 104
Loans and other borrowings (non-current) 1,448 1,541
Finance leases (non-current) 442 450
3,662 2,882
Borrowings are secured on certain assets of the Group, and interest was charged at rates of between 2.5% and 3.2% during the year. Including interest that is expected to be paid, the maturity of borrowings (including finance leases) is as follows:
2016 2015
GBP'000 GBP'000
Less than six months 1,690 828
Six months to one year 165 145
One to two years 331 270
Two to five years 742 811
More than five years 1,218 1,368
4,146 3,422
The above borrowings including interest that is expected to be paid are analysed as follows:
2016 2015
GBP'000 GBP'000
Loans and other borrowings (current) 1,674 851
Finance leases (current) 182 123
Loans and other borrowings (non-current) 1,814 1,964
Finance leases (non-current) 476 484
4,146 3,422
The maturity of other financial liabilities, excluding loans and borrowings, carried at amortised cost is as follows:
2016 2015
GBP'000 GBP'000
Less than six months 2,590 2,013
19 Deferred tax
Movements in deferred tax provisions are outlined below:
Accelerated Other
tax depreciation timing
differences Losses Total
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 2016 (432) (36) 133 (335)
Recognised during the year 47 45 (133) (41)
At 31 December 2016 (385) 9 - (376)
Previous year movements were as follows:
Accelerated Other
tax timing
depreciation differences Losses Total
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 2015 (373) 22 351 -
Recognised during the year (59) (58) (218) (335)
At 31 December 2015 (432) (36) 133 (335)
In addition, there are unrecognised net deferred tax assets as follows:
2016 2015
GBP'000 GBP'000
Tax losses carried forward 583 619
Excess of depreciation over capital allowances 3 5
Short term temporary differences 8 9
Net unrecognised deferred tax asset 594 633
Deferred tax assets and liabilities have been calculated using the rate of corporation tax expected to apply when the relevant temporary differences reverse. Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net.
The unrecognised elements of the deferred tax assets have not been recognised because there is insufficient evidence that they will be recovered because such losses are within entities that are not expected to yield future profits.
20 Share capital
Authorised
2016 2016 2015 2015
Number GBP'000 Number GBP'000
Ordinary shares of GBP0.0000001
each 100,100,000 - 100,100,000 -
A shares of GBP0.49999995
each 50,000 25 50,000 25
B shares of GBP0.49999995
each 50,000 25 50,000 25
Deferred shares of GBP0.00000001
each 4,999,999,500,000 50 4,999,999,500,000 50
100 100
Issued and fully paid
2016 2016 2015 2015
Number GBP'000 Number GBP'000
Ordinary shares of GBP0.0000001
each 6,207,074 - 6,207,074 -
Deferred shares of GBP0.00000001
each 4,999,994,534,696 50 4,999,994,534,696 50
50 50
Treasury shares
During the previous year the Company acquired 60,000 of its own Ordinary shares for total consideration of GBP180,000. This brought the total number of Ordinary shares held in treasury to 2,121,116 with an aggregate nominal value of less than GBP1. There were no similar transactions in 2016.
Rights attaching to deferred shares & A and B shares
The Deferred shares carry no rights to participate in the profits of the Company and carry no voting rights. After the distribution of the first GBP10 billion in assets in the event of a return of capital (other than a purchase by the Company of its own shares), the Deferred shares are entitled to an amount equal to their nominal value.
The Company has no A and B shares in issue. These shares have conversion rights allowing them to convert into Ordinary shares on a pre-determined formula. All A and B shares previously in issue have been converted into Ordinary shares.
21 Reserves
All movements on reserves are disclosed in the consolidated statement of changes in equity.
The following describes the nature and purpose of each reserve within owners' equity:
Reserve Nature and purpose
Share premium Amount subscribed for share capital
in excess of nominal value
Fair value reserve Cumulative net unrealised gains
and short-term losses arising on
the revaluation of the Group's
available for sale investments
Retained earnings Cumulative net gains and losses
recognised in the consolidated
income statement
22 Business combinations (2015)
The Group acquired Impetus Automotive Limited (an automotive consultancy business) on 26 March 2015 for total consideration of GBP1.18 million comprising cash and the settlement of certain liabilities of IAL's former parent company.
The fair values of assets and liabilities acquired and resulting goodwill are summarised below:
Fair Fair
Book value values
value adjustments GBP'000
GBP'000 GBP'000
Intangible assets 95 - 95
Property, plant and equipment 185 - 185
Cash and cash equivalents 234 - 234
Trade and other receivables 3,042 - 3,042
Trade and other payables (note
(a)) (2,754) - (2,754)
Net assets acquired 802 - 802
Goodwill recognised 380
Consideration (settled in cash) 1,182
Note (a): the creditors of IAL noted above include the debt obligations held in another former Impetus group company, which Volvere settled as part of the acquisition. The consideration of GBP1.18 million includes a debt settlement of GBP1.08 million. Costs of undertaking the transaction amounting to GBP0.07 million were charged to the income statement as administrative expenses.
The cash flows associated with the acquisition were as follows:
Book
value
GBP'000
Consideration (settled in cash) 1,182
Purchase of intellectual property 65
Cash acquired (234)
Net cash outflow 1,013
Goodwill arose on the acquisition because of value inherent in the acquired business' staff and reputation, neither of which are considered to be separately identifiable intangible assets under IFRS 3 (Revised).
23 Operating leases
The Group has one lease for a property occupied by a subsidiary. The lease is of the tenant repairing type with a rent review due in 2020 and it ends during 2025. The total future values of minimum lease payments are due as follows:
Land Land
and buildings Other and buildings Other
2016 2016 2015 2015
GBP'000 GBP'000 GBP'000 GBP'000
Not later than one year 144 269 170 108
Later than one year and
not later than five years 552 166 658 51
Later than five years 499 - 543 -
1,195 435 1,371 159
24 Share-based payments
The Company has operated two share-based payment schemes, an approved EMI equity-settled share-based remuneration scheme for certain employees and an unapproved equity-settled share scheme for certain management. Under the EMI scheme, the options vested on achievement of employee-specific targets subject to a compulsory 2.5 or 3 year vesting period and can be exercised for a further 7.5 or 7 years after vesting. All options issued have now either lapsed or been exercised, such that there are no options in issue as at 31 December 2016 (2015: nil).
All options in issue were fully vested prior to 1 January 2015, hence there is no share based payment charge in 2016 or 2015, in respect of share options issued by the company.
During the year certain employees purchased a newly-issued class of shares in one of the company's subsidiaries. The rights attaching to this new class of shares vest on a number of criteria over a 2 year period following issue, including that they require employees to continue in employment. The shares issued have restricted rights, and the company that issued the shares has first option to repurchase them in certain scenarios.
This gave rise to a share-based payments charge in the income statement of GBP7,000 (2015: nil) based on an independent valuation exercise prepared for the company. Detailed disclosures regarding the share-based payments charge have not been included in the financial statements as the amounts involved are immaterial.
25 Related party transactions
Details of amounts payable to Directors, and parties related to the directors, are disclosed in note 4. There were no other transactions with key members of management, and no other transactions with related parties.
26 Contingent liabilities
The Group had no material contingent liabilities as at the date of these financial statements.
27 Non-controlling interests
The non-controlling interests of GBP1,406,000 (2015: GBP1,046,000 ) relate to the net assets attributable to the shares not held by the Group at 31 December 2016 in the following subsidiaries:
2016 2015
Name of subsidiary GBP'000 GBP'000
NMT Group Limited 74 74
Impetus Automotive Limited 205 -
Shire Foods Limited 1,127 972
1,406 1,046
Summarised financial information (before intra-group eliminations) in respect of those subsidiaries with material non-controlling interests is presented below.
Impetus
Automotive
Limited Shire Foods
Limited
2016 2016 2015
GBP'000 GBP'000 GBP'000
Non-current assets 209 5,401 5,591
Current assets 4,624 5,735 4,569
Non-current liabilities - (1,890) (1,988)
Current liabilities (3,726) (3,221) (3,023)
Provisions (87) (379) (277)
Net assets (equity) 1,020 5,646 4,872
Attributable to:
Group 815 4,519 3,900
Non-controlling interests 205 1,127 972
1,020 5,646 4,872
Revenue 17,372 15,190 15,476
Profit for the year after tax (stated
after intra-group management
and interest charges) 942 773 888
Profit for the year attributable
to non-controlling interests 184 155 177
28 Post balance sheet events
There are no significant events warranting disclosure in these financial statements.
- ENDS -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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