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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ashton Penney | LSE:ASHT | London | Ordinary Share | GB00B0KDN652 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.15 | 0.00 | 00:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:7894I
Ashton Penney Holdings PLC
29 November 2007
For Immediate Release
29 November 2007
Ashton Penney Holdings Plc ('Ashton Penney or the 'Group')
The board of Ashton Penney, the AIM-listed interim service provider, announces
its preliminary results for the year to 30 June 2007.
Key financial highlights
* Turnover up 13% to #6.2m (15 months to 30 June 2006:#5.5m)
* Gross profit margin improved from 18.4% to 21.8%.
* Loss before taxation was reduced by 53% to #637k (15 months to 30 June 2006:
#1,356k)
Key operational highlights
* Forward order book of committed contracts is 40% higher than at the same time
last year.
* Contract agreed with a major accountancy firm to provide a managed database of
turnaround professionals.
* Successful fundraising of #573k during the year.
* Continued expansion and development of the International network through our
Senior Management International brand.
Commenting on the results, Graham Cole, Chairman said, 'I am pleased to report
that the new financial year has started well and that having restructured the
business the Company is trading profitably with an increase of 35% in the level
of business compared to one year ago.'
Enquiries:
Ashton Penney Holdings
Bruce Page
Chief Executive
020 7337 6900
Beaumont Cornish Limited
Roland Cornish
Nominated adviser
Roland Cornish
020 7628 3396
CHAIRMAN'S STATEMENT
This is the first annual report for the Company prepared under IFRS.
The Group's results are for the year ended 30 June 2007 and the comparative
figures are for the fifteen month period ending 30 June 2006. The results show a
loss after tax of #627,000 (period ended 30 June 2006, a loss of #1,312,000) on
turnover of #6,179,000 (period ended 30 June 2006, #5,513,000)
Although taking longer to implement than at first envisaged the restructuring
plan, coupled with a major review of the cost structure of the business, has
placed your Company on a stronger footing for the future.
I am pleased to report that the new financial year has started well and that
having restructured the business the Company is trading profitably with an
increase of 35% in the level of business compared to one year ago.
The value of forward contracts is 40% higher than at this time last year.
We have recently won a contract to provide assistance to a major firm of
accountants in running a panel of interim executives. This business activity
will provide us with monthly recurring revenue.
Our plan for the future is to grow by:
* Continuing our recruitment of experienced consultants;
* Continuing our programme of providing related support services to third
party organisations;
* Continuing the development of a European co-operation group of interim
management providers to service clients across the continent particularly in
the area of Private Equity;
* Continuing to seek opportunities to acquire business where their range
of services are complementary to our own and where we can benefit from
access to a broader client base.
The market for interim executives in the UK remains positive and whilst there
continues to be pressure on margins and daily rates we are confident that our
share of the market will continue to increase.
AshtonPenney will continue to focus efforts on winning higher value business as
well as building on strong levels of repeat business from current clients and
broadening our services to new clients.
We are seeing good opportunities in Europe and further afield and anticipate
working more closely with our European partners particularly on private equity
related transactions.
We are continually seeking to recruit able consultants to work with us to build
on the strong brand and create a business with a strong foundation for further
growth.
I am particularly grateful for the support received from my fellow directors
during the past year as well as the continuing efforts of everyone working for
AshtonPenney.
Graham Cole
Chairman
CHIEF EXECUTIVE'S REVIEW
We continue to make progress with our vision to become a major provider of
interim executives. This does not necessarily mean that we will be the biggest,
but rather that our reputation for excellence and quality in everything we do is
recognised by clients and interim executives.
The results for the second half of the year have been disappointing compared
with the results announced in our Interim results in February 2007. We had a
significant boost to our results in the first half of the year through the
conversion of a number of contracts to permanent roles giving rise to fees in
excess of #200,000. This had an impact on revenues in the early part of the
second half of the year until the assignment numbers were replaced. In the
second half of the year there has been virtually no income generated from
conversions to permanent roles. At the year end we have also provided against
#125,000 of business written where we are pursuing our claims through legal
action. #95,000 of this relates to business written in the first half of the
year.
Having carried out a critical review of costs during the year we have also been
able to identify efficiencies and savings that will also help us achieve our
objectives.
We have invested significantly in developing our use of technology in the year
and we are beginning to see the benefits of this flow through to higher levels
of efficiency and success with us achieving a higher conversion rate of filled
assignments to leads compared to a year ago.
In the year we have established specific networks that focus on interim
executives operating as Chief Executives as well as a network of interim
executives operating in the healthcare sector and in the area of turnaround and
change management. Through regular events and networking meetings we are able to
broaden our knowledge and understanding of the key issues affecting businesses
generally and healthcare in particular. We intend to extend this concept to
other sectors in the coming year.
Our consultant team are all experienced. Their sector knowledge and contact base
is being constantly developed and provides a strong platform for winning new
business.
We continue to build relationships with organisations looking for service
providers who understand their business and the issues affecting them.
Similarly, we seek to remain close to those interim executives with the best
experience who can provide lasting benefits for our clients.
We believe that the prospects in the UK for interim management services are
good, especially in the private equity and change management marketplaces.
The numbers of top quality executives making a conscious decision to develop
their careers as interim executives continues to provide a steady flow of new
entrants to our marketplace. We meet all interim executives prior to presenting
them to clients and provide advice and guidance to many seeking their first move
into this sector.
Given AshtonPenney's strong position in terms of its access to top quality
interim executives, our growth is limited only by the availability of top
quality consultants, particularly with experience in those sectors where we have
limited coverage. We are actively seeking to recruit able consultants but the
marketplace for individuals who meet our exacting standards is relatively small.
Our future success will largely be dependent on our ability to attract and
retain the best people.
The use of Interim management is growing in continental Europe within
internationally and locally owned businesses. The continuing focus of British
based businesses to access European markets through improved distribution and
the establishment of local manufacturing and services facilities will augur well
for UK interim management providers. This is especially true for the portfolio
businesses of UK private equity firms. We believe that the opportunities in
Europe as well as further afield will become increasingly important for
AshtonPenney.
Bruce Page
Chief Executive
Consolidated Income Statement for the year ended
30 June 2007
Year ended 15 month period
ended
30 June 30 June
2007 2006
Note #'000 #'000
Revenue 6,179 5,513
Cost of sales (4,828) (4,497)
----------------- -----------------
Gross profit 1,351 1,016
Operating expenses (1,888) (2,341)
----------------- -----------------
Operating loss (537) (1,325)
Finance income 1 4
Finance costs (101) (35)
----------------- -----------------
Net finance costs (100) (31)
----------------- -----------------
Loss before tax (637) (1,356)
Taxation 10 44
----------------- -----------------
Loss for the financial (627) (1,312)
period
----------------- -----------------
Attributable to:
Equity holders of the Company (627) (1,312)
----------------- -----------------
Earnings per share for loss attributable
to the equity holders of the Company
during the period (expressed in pence per
share)
Basic 2 (1.86p) (4.38p)
Diluted 2 (1.86p) (4.38p)
Consolidated Statement of changes in equity
for the year ended 30 June 2007
Share Capital Share Capital Total Equity
Profit and Loss Share Premium Ordinary Deferred
account account
shares of #0.01 shares of #0.001
#'000 #'000 #'000 #'000 #'000
At 1 April (2,589) 263 27 2,206 (93)
2005
----------------- ----------------- ----------------- ----------------- -----------------
Employee share
option scheme:
- value of 7 - - - 7
employee services
----------------- ----------------- ----------------- ----------------- -----------------
Total of 7 - - - 7
income and
expense recognised
directly in equity
Loss for (1,312) - - - (1,312)
the 15mth
period to
30 June 2006
----------------- ----------------- ----------------- ----------------- -----------------
Total (1,305) - - - (1,305)
income/
expense
for the
period
Issue of - 1,532 309 - 1,841
equity
share capital
Equity - (308) - - (308)
share capital
issue costs
----------------- ----------------- ----------------- ----------------- -----------------
At 30 June (3,894) 1,487 336 2,206 135
2006
----------------- ----------------- ----------------- ----------------- -----------------
Employee
share option
scheme:
- value of 11 - - - 11
employee services
----------------- ----------------- ----------------- ----------------- -----------------
Total of 11 - - - 11
income and
expense recognised
directly in equity
Loss for (627) - - - (627)
the year
ended 30 June 2007
----------------- ----------------- ----------------- ----------------- -----------------
Total (616) - - - (616)
income/expense
for the year
Issue of - 418 245 - 663
equity share
capital
Equity - (13) - - (13)
share capital
issue costs
----------------- ----------------- ----------------- ----------------- -----------------
At 30 June (4,510) 1,892 581 2,206 169
2007
----------------- ----------------- ----------------- ----------------- -----------------
Consolidated Balance Sheet
as at 30 June
Group
2007 2006
Note #'000 #'000
Assets
Non - current
assets
Intangible 3 1,034 1,059
assets
Investments - -
Property plant 126 125
and equipment
Trade and other 30 30
receivables
----------------- -----------------
Total 1,190 1,214
non-current
assets
----------------- -----------------
Current assets
Trade and other 939 755
receivables
Cash 279 11
----------------- -----------------
Total current 1,218 766
assets
----------------- -----------------
Total assets 2,408 1,980
----------------- -----------------
Equity
Issued capital 2,787 2,542
Share premium 1,892 1,487
Retained (4,510) (3,894)
earnings
----------------- -----------------
Total equity 169 135
----------------- -----------------
Liabilities
Non - current
liabilities
Directors' - 106
loans
Finance lease 105 109
liabilities
Deferred tax 40 50
----------------- -----------------
Total 145 265
non-current
liabilities
----------------- -----------------
Current
liabilities
Bank loans 457 438
Trade and other 1,555 1,121
payables
Finance lease 25 21
liabilities
Director's loan 57 -
----------------- -----------------
Total current 2,094 1,580
liabilities
----------------- -----------------
Total 2,239 1,845
liabilities
----------------- -----------------
Total equity 2,408 1,980
and liabilities
----------------- -----------------
Consolidated Cash Flow statement for the year ended 30 June 2007.
Group
Year ended 15 month period
ended
30 June 30 June
2007 2006
#'000 #'000
Cash flows from
operating activities
Cash receipts from 5,995 5,362
customers
Cash paid to (6,185) (6,654)
suppliers and
employees
Payments to Group - -
undertakings for
working capital
needs
----------------- -----------------
Cash generated (190) (1,292)
from operations
Interest paid (89) (35)
----------------- -----------------
Net cash used in (279) (1,327)
operating activities
----------------- -----------------
Cash flows from
investing activities
Interest received 1 4
Payments to (27) (190)
acquire tangible
fixed assets
Acquisition of - (200)
shares in Group
undertakings
Net cash acquired - (389)
with subsidiaries
----------------- -----------------
Net cash used in (26) (775)
investing activities
----------------- -----------------
Cash flows from
financing activities
Issue of ordinary 510 1,747
share capital
Expenses paid in (13) (308)
connection with
share issues
New short term 76 544
loans received
Finance lease (22) -
repayments
Capital element of 22 130
finance lease
----------------- -----------------
Net cash from financing 573 2,113
activities
----------------- -----------------
Net increase in 268 11
cash and cash
equivalents
Cash and cash 11 -
equivalents at 1
July
----------------- -----------------
Cash and cash 279 11
equivalents at 30 June
----------------- -----------------
Notes to the consolidated financial statements for the year ended
30 June 2007
1. General information
Ashton Penney Holdings plc ('the Company') and its subsidiaries (together 'the
Group') is engaged in the provision of interim management solutions. The Company
operates mainly in the UK and Europe but also provides services to organisations
around the world.
The Company is a limited liability company incorporated and domiciled in the UK.
The address of its registered office and principal place of business is 81 - 82
Gracechurch Street, London, EC3V 0AU, United Kingdom.
These preliminary financial statements were authorised for issue by the Board of
Directors on 28 November 2007.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated. They
also have been applied in preparing an opening IFRS balance sheet at 1 April
2005 for the purposes of the transition to IFRSs, as required by IFRS 1. The
effect of moving to IFRSs is shown at note 6.
2.1. Going Concern
The Company meets its day to day working capital requirements through an invoice
discounting facility which is secured on the Group's trade debtors. This was
last reviewed in July 2007 and is reviewed annually. The nature of the Group's
business is such that there can be considerable unpredictable variations in the
timing of cash inflows. The directors have prepared projected cash flow
information for the period ending twelve months from the date of their approval
of these financial statements.
On the basis of this cash flow information the directors consider that the
Company will continue to operate within agreed facilities. However, the margin
of facilities over requirements is not large and, inherently, there can be no
certainty in relation to these matters. On this basis, the directors consider it
appropriate to prepare the financial statements on the going concern basis. The
financial statements do not include any adjustments that would result from a
withdrawal of the invoice discounting facility by the Company's bankers.
2.2. Basis of preparation
The consolidated financial statements of Ashton Penney Holdings plc have been
prepared in accordance with International Financial Reporting Standards as
endorsed by the EU (IFRS), IFRIC interpretations and the Companies Act 1985
applicable to companies reporting under IFRS. The consolidated financial
statements have been prepared under the historical cost convention.
The Group has applied all standards and interpretations that are effective for
the financial years commencing on or after 1 July 2006.
The preparation of financial statements in conformity with IFRS requires the use
of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies.
IFRS 1 exemptions
The Group has taken the following exemptions available under IFRS 1:
* not to apply IFRS 2 "Share-based payments" to options which had vested
in full prior to the later of 1 January 2005 and the Group's transition date
to IFRS of 30 June 2005.
* not to apply IFRS 3 "Business combinations" on business combinations
occurring prior to the Group's date of transition to IFRS.
2.3. Consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group
has the power, directly or indirectly, to govern the financial and operating
policies of the entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that are currently exercisable or
convertible are taken into account.
The purchase method of accounting is used for the acquisition of subsidiaries by
the Group. The cost of an acquisition is measured as the fair value of the
assets given, equity instruments issued and liabilities incurred or assumed at
the date of exchange, plus costs directly attributable to the acquisition.
Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their fair values at the
acquisition date, irrespective of the extent of any minority interest. The
excess of the cost of acquisition over the fair value of the Group's share of
the identifiable net assets acquired is recorded as goodwill. If the cost of
acquisition is less than the fair value of the subsidiary acquired, the
difference is recognised directly in the income statement.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated
but considered an impairment indicator of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by the Group.
2.4. Foreign currency translation
(a) Functional and presentation currency
The consolidated financial statements are presented in 'Sterling' (#) which is
the Company's functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using
the exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from
translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement.
2.5. Segment reporting
The Group has a single business segment, being the provision of Interim
management services. Occasionally the Group will receive placement fees where
interim executives are employed on a permanent basis. However, this is not
considered to be a significant business segment as it arises directly as a
result of providing services in the core business segment and the Group has no
control over income arising in this way. The revenues, operating profits and net
assets of this segment are immaterial.
The Group operates from offices in London providing interim management services
to organisations based predominantly in the UK. A certain amount of work is
carried out on behalf of organisations based in the EU.
2.6. Intangible assets
(a) Goodwill
Goodwill represents the excess of the costs of an acquisition over the fair
value of the Group's share of the net identifiable assets of the acquired
subsidiary at the date of acquisition. Goodwill on acquisition of subsidiaries
is included in 'intangible assets'. Separately recognised goodwill is tested
annually for impairment and carried at cost less accumulated impairment losses.
Impairment losses on goodwill are not reversed. Gains and losses on the disposal
of an entity include the carrying amount of goodwill relating to the entity
sold.
Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units that are expected
to benefit from the business in which the goodwill arose. Goodwill is tested at
least annually for impairment or more frequently when there is an indication
that the cash-generating unit may be impaired.
(b) Trademarks, licences and databases
Trademarks, licences and databases acquired in business combinations are
initially recognised at fair value and represent the potential value to the
business in generating revenue over their useful economic lives (see note 8).
The value of trademarks, licences and databases is carried at initially
recognised value less accumulated amortisation. Amortisation is calculated using
the straight line method to allocate the fair value of trademarks, licences and
databases over their estimated useful lives as follows:
Trade marks over 10 years.
Licences and databases over 5 years.
2.7. Impairment of non-financial assets
The entity assesses at each reporting date whether an asset may be impaired. If
any such indicator exists the entity tests for impairment by estimating the
recoverable amount. If the recoverable amount is less than the carrying value of
an asset an impairment loss is recognised. In addition to this, assets with
indefinite lives and goodwill are tested for impairment at least annually.
2.8. Share Capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
2.9. Deferred income tax
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However,
the deferred income tax is not accounted for, if it arises from initial
recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the temporary difference
can be utilised.
Deferred income tax is provided on temporary differences arising on investment
in subsidiaries and associates, except where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that the
temporary difference will not reverse in the foreseeable future.
2.10. Employee benefits
(a) Pension obligations
The Group operates a defined contribution plan for certain qualifying members of
staff.
For defined contribution plans, the Group pays contributions to publicly or
privately administered pension insurance plans on a contractual basis. The Group
has no further payment obligations once the contributions have been paid. The
contributions are recognised as an employee benefit expense when they are due.
(b) Share-based compensation
The Group operates an EMI share option scheme for qualifying staff. The fair
value of the employee services received in exchange for the grant of the options
is recognised as an expense. The total amount to be expensed over the vesting
period is determined by reference to the fair value of the options granted,
excluding the impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting conditions are
included in assumptions about the number of options that are expected to vest.
At each balance sheet date, the entity revises its estimate of the number of
options that are expected to vest based on non-market vesting conditions (market
vesting conditions are accounted for within the original fair value
calculation). It recognises the impact to original estimates, if any, in the
income statement, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the options are
exercised.
(c) Profit-sharing and bonus plans
The Group recognises a liability and an expense for bonuses and profit-sharing
based on a formula approved by the remuneration committee. The Group recognises
a provision where contractually obliged or where there is a past practice that
has created a constructive obligation.
2.11. Revenue recognition
(a) Sales of services
Revenue represents the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the Group's
activities. Revenue is shown net of value added tax, rebates and discounts.
The Group recognises revenue when the amount of revenue can be reliably
measured, it is probable that future economic benefits will flow to the entity
and when specific criteria have been met. The amount of revenue is not
considered to be reliably measurable until all contingencies relating to the
sale have been resolved.
In respect of the provision of Interim Services revenue is recognised by
reference to specific contracts supported by worksheets approved by clients.
In respect of permanent recruitment fees arising, revenue is recognised on the
date the permanent employment commences. In respect of revenue generated from
the provision of other services revenue is recognised at the point where an
agreed service has been delivered to a customer.
(b) Interest income
Interest income is recognised on a time-proportion basis using the effective
interest method.
3. Intangible assets
Group Database Forward orders Goodwill
Trademarks Total
#'000 #'000 #'000 #'000 #'000
Cost
At 1 April - - - - -
2005
Acquired 150 50 116 - 316
with
subsidiary
Additions - 890
during the
period - - 890
------------------ ------------------- ------------------ -------------------- -------------------
At 30 June
2006 and
150 50 116 890 1,206
30 June 2007
============= ============= ============= ============= ============
Amortisation
At 1 April - - - - -
2005
Charge for 19 12 116 - 147
the period
------------------ ------------------- ------------------ -------------------- -------------------
At 30 June 19 12 116 - 147
2006
Charge for 15 10 - - 25
the period
------------------ ------------------- ------------------ -------------------- -------------------
At 30 June 34 22 116 - 172
2007
------------------ ------------------- ------------------ -------------------- -------------------
Net book
value
At 30 June 116 28 - 890 1,034
2007
============= ============= ============= ============= ============
At 30 June 131 38 - 890 1,059
2006
============= ============= ============= ============= ============
Trademarks acquired at fair value as part of the acquisition represent an
estimate of the value of the future revenue that is attributable to the Ashton
Penney trademark at the date of acquisition. The value of this trademark is
written down over 10 years on a straight line basis.
Databases acquired at fair value as part of the acquisition represent an
estimate of the value of the future revenue that could be generated from placing
on assignment in the future interim managers registered on the database at the
date of acquisition. The value of the databases is written down over 5 years.
Forward orders acquired at fair value as part of the acquisition represent an
estimate of the future revenue that would have been derived from interim
management contracts (less direct costs related to the contract) that were in
place at the date of the acquisition.
The useful economic life of the forward orders is less than one year.
Impairment test for goodwill
The directors have carried out an impairment review of goodwill. This involved
calculations using pre-tax cash flow projections based on financial budgets
covering a five year period discounted to present value using a rate of 20% over
10 years. As a result of this exercise the directors are of the opinion that no
impairment charge is required at this time.
4. Share capital and premium
Number of shares Ordinary Number of shares Deferred Share premium Total
Shares shares
of 1p of 0.1p
'000 #'000 '000 #'000 #'000 #'000
As at 33,606 336 2,206,110 2,206 1,487 4,029
1 July 2006
Shares 2,000 20 - - 80 100
issued
5 Dec 2006
Shares 22,520 225 - - 338 563
issued
29 June 2007
Issue - - - - (13) (13)
costs
-------------------- -------- ----------------- -------- -------------- ---------
58,126 581 2,206,110 2,206 1,892 4,679
-------------------- -------- ----------------- -------- -------------- ---------
The total authorised number of ordinary shares is 600 million shares (2006: 600
million shares) with a par value of 1p per share. All issued shares are fully
paid.
The total authorised number of deferred shares is 4,000 million shares (2006:
4,000 million shares) with a par value of 0.1 p each. All issued shares are
fully paid.
The deferred shares will receive a repayment equal to their nominal value after
repayment of the amount due on ordinary shares in the event of a winding up but
carry no other right to participate in the capital or income of the Company and
carry no right to vote.
Share options
Share options are granted to directors and selected employees. The exercise
price of the granted option is the market price of the shares at date of grant
and is agreed with HM Revenue & Customs. Options are conditional on the employee
completing three years' service from date of grant (the vesting period). There
are no market conditions associated with the share option grants. All option
exercises are settled by physical delivery of shares.
Movements in the number of share options outstanding and their exercise price
are as follows:
2007 2006
Number of options Average Number of options Average
exercise exercise
price price
'000 pence '000 pence
At 1 960 7.82 - -
July
Issued 80 5.00 960 7.82
in year
-------------------- -------- ----------------- --------
At 30 1,040 7.60 960 7.82
June
-------------------- -------- ----------------- --------
No options were exercised during either accounting period.
The weighted average fair value of options granted during the year determined
using a binomial option pricing method was 2.7p per option (2006:4.1p). The
significant inputs to the binomial option model were as follows:
2007 2006
Volatility 50% 50%
Expected option life 4 years 4 years
Annual risk free interest rate 5.3% 4.2%
Expected future dividend yield nil nil
Share price at grant date 5.0p 7.8p
Period to Date of Grant Shares under option Exercise Number of Vesting
price pence employees period
30 June 2006
25 October 125,000 8.00 1 3 years
2005
7 November 125,000 8.00 1 3 years
2005
3 January 2006 710,000 7.75 1 3 years
--------------------
Total at 960,000
30 June 2006
23 January 80,000 5.00 2 3 years
2007
--------------------
Total at 1,040,000
30 June 2007
==============
The expected volatility is based on the historic volatility of the Company and
other AiM listed companies in a similar sector (calculated based on the weighted
average remaining life of the share options).
The employee share options are non dilutive as the current price is below the
exercise price.
The fair values of services received in return for share options granted to
employees are measured by reference to the fair value of share options granted.
The estimate of the fair value of the services received is measured based on a
binomial lattice model. The contractual life of the option (10 years) is used as
an input into this model. Expectations of early exercise are incorporated into
the binomial lattice model.
5. Earnings per share
(a) Basic
The calculation of basic earnings per ordinary share is based on dividing the
loss attributable to equity holders by the weighted average number of ordinary
shares in issue during the year.
Year to 15 month
30 June
2007 period to
30 June
2006
#'000 #'000
Loss attributable to equity holders of the 627 1,312
Company
Basic weighted average number of shares 33,673 29,953
Basic earnings per share 1.86pence 4.38pence
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The current share price is below the exercise price
and the impact of potential dilution is nil (2006: nil)
6. Explanation of transition to IFRSs
As stated in note 2, these are the Group's first annual consolidated financial
statements prepared in accordance with IFRSs.
The accounting policies in note 2 have been applied in preparing the
consolidated financial statements for the year ended 30 June 2007, including the
comparative information for the period ended 30 June 2006 and the preparation of
an opening IFRS balance sheet at 1 April 2005 (the Group's date of transition).
In preparing its opening IFRS balance sheet and the comparative information for
the period ended 30 June 2006, the Group has adjusted amounts reported
previously in financial statements prepared in accordance with previous GAAP. No
adjustments were required at 1 April 2005.
The transition from GAAP to IFRSs has resulted in an increase in total non
current assets of #105,000 and a decrease in the profit and loss account deficit
of the same amount. There has been no effect on the reported cash position.
An explanation of how the transition from previous GAAP to IFRSs has affected
the Group's financial position, financial performance and cash flows is set out
in the following tables and the notes that accompany the tables.
(a) Reconciliation of balance sheet
Effect of transition to IFRSs
Previous IFRS
GAAP adjusted
30 June Note Note Note Note Note 30 June
2006 1 2 3 4 5 2006
#'000 #'000 #'000 #'000 #'000 #'000 #'000
Assets
Non Current Assets
Goodwill 982 (316) - 130 94 - 890
Other intangible - 316 (147) - - - 169
assets
Property plant and 125 - - - - - 125
equipment
Trade receivables - - - - - 30 30
__________ ____ ____ ____ ____ ____ __________
Total non-current 1,107 - (147) 130 94 30 1,214
assets
__________ ____ ____ ____ ____ ____ __________
Current Assets
Trade receivables 785 - - - - (30) 755
Cash at bank 11 - - - - - 11
__________ ____ ____ ____ ____ ____ __________
Total current assets 796 - - - - (30) 766
__________ ____ ____ ____ ____ ____ __________
Total assets 1,903 - (147) 130 94 - 1,980
========== ==== ==== ==== ==== ==== ==========
Equity
Issued capital 2,542 - - - - - 2,542
Share premium 1,487 - - - - - 1,487
Profit and loss (3,921) - (147) 130 44 - (3,894)
account
__________ ____ ____ ____ ____ ____ __________
108 - (147) 130 44 - 135
__________ ____ ____ ____ ____ ____ __________
Non-current
liabilities
Interest bearing 106 - - - - - 106
loans
Finance lease 109 - - - - - 109
liabilities
Deferred tax - - - - 50 - 50
__________ ____ ____ ____ ____ ____ -__________
Total non-current 215 - - - 50 - 265
liabilities
__________ ____ ____ ____ ____ ____ __________
Current liabilities
Bank loans 438 - - - - - 438
Trade payables 1,121 - - - - - 1,121
Finance lease 21 - - - - - 21
liabilities
__________ ____ ____ ____ _____ ____ __________
Total current 1,580 - - - - - 1,580
liabilities
__________ ____ ____ ____ _____ ____ __________
Total liabilities 1,795 - - - 50 - 1,845
__________ ____ ____ ____ _____ ____ __________
Total equity and 1,903 - (147) 130 94 - 1,980
liabilities
========== ==== ==== ==== ===== ==== ==========
(b) Reconciliation of profit and loss account
Effect of transition to IFRSs
Previous IFRS
GAAP adjusted
30 June Note Note Note 3 Note Note Note 30 June
2006 1 2 4 5 6 2006
#'000 #'000 #'000 #'000 #'000 #'000 #'000 #'000
Revenue 5,513 - - - - - - 5,513
Cost of sales (4,497) - - - - - - (4,497)
__________ _____ _____ _____ ____ _____ _____ __________
Gross profit 1,016 - - - - - - 1,016
Operating expenses
Amortisation of - - - 130 - - - 130
goodwill written
back
Amortisation of - - (147) - - - - (147)
intangibles
Cost of share based - - - - - - (7) (7)
payments
__________ _____ _____ _____ ____ _____ _____ __________
Operating expenses (2,317) - (147) 130 - - (7) (2,341)
________ ____ ____ _____ ____ ____ ____ ________
Operating loss (1,301) - (147) 130 - - (7) (1,325)
Financial income 4 - - - - - - 4
Financial expense (35) - - - - - - (35)
__________ _____ _____ ______ _____ _____ _____ __________
Net finance costs (31) - - - - - - (31)
________ ____ ____ _____ ____ ____ ____ ________
Loss before tax (1,332) - (147) 130 - - (7) (1,356)
Taxation - - - - 44 - - 44
________ ____ ____ _____ ____ ____ ____ ________
Loss for the (1,332) - (147) 130 44 - (7) (1,312)
financial period
========= ===== ===== ====== ===== ===== ===== =========
Earnings per share (4.45p) (4.38p)
Notes to the reconciliation
No adjustments were required to the cash flow for the year ended 30 June 2006.
Note 1. The Group has applied IFRS 3 to all business combinations that have
occurred since 1 April 2005 (the date of transition to IFRS). UK GAAP required
intangible assets other than goodwill to be separable from the business acquired
to qualify for separate recognition. IFRSs require all intangible assets arising
from legal or contractual rights to be recognised separately if their fair value
can be established reliably regardless of whether the asset is separable.
Accordingly the Group has revised the measurement of certain assets to fair
value at the date of the business combination in which they were acquired.
Additional intangibles were recognised on acquisition as follows:
#'000 Amortisation
Trade marks 150 Straight line over 10 years
Databases 50 Straight line over 5 years
Forward orders 116 fully written off in year 1
----------------------
316
===============
Note 2. A charge of #147,000 has been made to the Income Statement in respect of
amortisation up to 30 June 2006 and a charge of #25,000 has been made in respect
of the year to 30 June 2007.
Note 3. Additionally, goodwill on re-stated business combinations is not
amortised under IFRSs, but is tested annually for impairment.
Previously amounts amortised in respect of goodwill totalling #130,000 have been
reversed.
Note 4. Deferred tax was calculated at the rate of 30% on the amounts calculated
in note 1. The balance of #50,000 represents the initial charge on acquisition
of #94,000 less the write back for the period to 30 June 2006 of #44,000.
Note 5 An amount of #30,000 representing the rent deposit has been reclassified
as a non current receivable.
Note 6. The Group has applied IFRS2 to its share-based payment arrangements at
31 December 2005 and 30 June 2006. The scheme came into being in October 2005
and the first options were awarded at that time. UK GAAP only required a charge
to be measured where the exercise price is lower than the market price at date
of grant. IFRSs requires a charge to be measured based on the fair value of the
option granted
The effect of accounting for employee share options at fair value is to increase
staff costs by #7,000 for the 15 month period ended 30 June 2006 and by #11,000
for the year to 30 June 2007.
7. ANNOUNCEMENT
The financial information set out in this Preliminary Announcement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985 but is derived from those accounts. Statutory accounts for 30 June 2006
have been delivered to the registrar of Companies. Statutory accounts for the
year ended 30 June 2007 will be delivered following the company's Annual General
Meeting. The auditors have reported on those accounts; their report was
unqualified and did not contain any statements under section 237(2) or (3) of
the Companies Act 1985.
Accounts are being posted to shareholders and copies will be available from
Ashton Penny Holdings Plc, 81-82 Gracechurch Street, London EC3V 0AU and will be
available on the Company's web site: www.ashtonpenneyinterim.com.
The Auditors Report contained the following statement:
Emphasis of matter - going concern
In forming our opinion, which is not qualified, we have considered the adequacy
of the disclosure made in note 2.1 to the accounts concerning the company's
ability to continue as a going concern. Based on the board's cash flow
projections for the twelve months from approval of these accounts, the margin of
facilities over cash requirements is not large. There is also no guarantee that
the current facilities will be extended for twelve months from the signing of
these accounts. These factors indicate the existence of a material uncertainty
which may cast significant doubt over the company's ability to continue as a
going concern. The accounts do not include the adjustments that would result if
the company were unable to continue as a going concern.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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