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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Savile Grp | LSE:SAVG | London | Ordinary Share | GB0008480732 | ORD 3P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMSAVG
RNS Number : 3583N
Savile Group PLC
28 September 2012
Savile Group plc
("Savile" or the "Group")
PRELIMINARY AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2012
Financial summary 2012
Acquired Career Management Services Limited in May 2012
Revenue on continuing operations GBP7.4m (2011: GBP7.2m)
Operating loss on continuing activities before exceptional items and tax GBP0.04m
(2011: Loss GBP0.31m)
Loss before tax on continuing activities GBP0.09m (2011: Loss GBP0.69m)
No bank debt (2011: nil)
Fully diluted loss per share on continuing operations at 0.62 pence (2011: 4.33 pence loss per share)
David Harrel, Non Executive Chairman of Savile, commented:
"In this, my first year as Chairman, the Group has faced another challenging year.
The Group made a small operating loss on continuing operations and has written off its investment in 7 Days Limited.
The career transition business held up in the year but, although opportunities in senior advisory services remained reasonably constant throughout the year, there was a slow down towards the year end in the conversion of these opportunities as projects were delayed.
Towards the end of the financial year the Group acquired Career Management Services Limited (CMC), which specialises in career transition services.
Against a difficult trading environment the cash levels have been maintained.
During the year Penny de Valk joined the board as CEO of Fairplace Cedar and brings a wealth of experience with her.
During the year the Group repositioned the Fairplace and Cedar brands and with the acquisition of CMC, has undertaken a transformation project to ensure we have the most effective operations for the businesses within the Group.
The board is also considering the most appropriate structure for the Group.
All of this is aimed at putting the business in the strongest position going forward to maximize shareholder value".
Enquiries to:
Savile Group plc Cairn Financial Advisers LLP David Harrel Tony Rawlinson Chairman Nominated advisor Tel: 020 7204 6990 Tel: 020 7148 7901
Chairman's statement
In this, my first year as Chairman, the Group has faced another challenging year.
The Group made a small operating loss on continuing operations and has written off its investment in 7 Days Limited.
The career transition business held up in the year but, although opportunities in senior advisory services remained reasonably constant throughout the year, there was a slow down towards the year end in the conversion of these opportunities as projects were delayed.
Towards the end of the financial year the Group acquired Career Management Services Limited (CMC), which specialises in career transition services.
Against a difficult trading environment the cash levels have been maintained.
Results for 2011/12
Group revenue on continuing operations for the year ended 30 June 2012 was GBP7.39m (2011: GBP7.15m). The operating loss before exceptional items was GBP40,000 (2011: GBP305,000 loss) and exceptional items on continuing operations of GBP62,000 have been charged for the period (2011: GBP418,000) (note 2).
The liquidation of 7 Days Limited resulted in a charge of GBP1.14m and further details are given in note 3.
As a result the Board does not propose to pay a dividend for the year (2011: Nil pence).
The Group continues to be debt free.
Board
During the year Penny de Valk joined the board as CEO of Fairplace Cedar and brings a wealth of experience with her.
Lord Freeman retired but will continue to work with the company as required in an advisory role. We would like to thank him for his support and input over the years.
Linda Jackson also left the board during the year.
Staff
As ever, our people remain the major asset of each business. This has been a year of ongoing change in the Group and I would like to thank all our staff for their support and hard work throughout the year.
7 Days Limited
7 Days Limited had an extremely disappointing trading performance in the first quarter of the year and in September 2011 Louise Palmer resigned from the boards of Savile and 7 Days Limited.
Following a review of the business, the board concluded that it was not in the best interests of the Group to provide the projected working capital required by 7 Days Limited going forward. As a result, the board of 7 Days Limited resolved to appoint a liquidator.
As detailed in note 3, this resulted in a charge of GBP1.14m in the year.
Outlook
During the year the Group repositioned the Fairplace and Cedar brands and with the acquisition of CMC, has undertaken a transformation project to ensure we have the most effective operations for the businesses within the Group.
The board is also considering the most appropriate structure for the Group.
All of this is aimed at putting the business in the strongest position going forward to maximize shareholder value.
David Harrel
Chairman
27 September 2012
Group statement of comprehensive income
for the year ended 30 June 2012
Audited Audited 2012 2011 Notes GBP'000 GBP'000 Revenue 7,390 7,151 Operating expenses (7,430) (7,456) --------- --------- Operating loss before exceptional items (40) (305) Exceptional items 2 (62) (418) --------- --------- Operating loss (102) (723) Finance income 10 30 --------- --------- Loss before taxation (92) (693) Taxation - 4 --------- --------- Loss after taxation on continued operations (92) (689) Loss on discontinued operations 3 (1,136) (467) --------- --------- Loss and total comprehensive income for the period attributable to equity owners of the parent (1,228) (1,156) --------- --------- Loss per ordinary share (total) Pence Pence Basic 7 (8.22) (7.26) --------- --------- Diluted 7 (8.22) (7.26) --------- --------- Loss per ordinary share (continued Pence Pence operations) Basic 7 (0.62) (4.33) --------- --------- Diluted 7 (0.62) (4.33) --------- ---------
Group Balance Sheet
as at 30 June 2012
2012 2011 GBP'000 GBP'000 Assets Non current assets: Property, plant and equipment 312 369 Intangible assets 505 929 817 1,298 --------- --------- Current assets: Inventories 11 14 Trade and other receivables 2,796 2,701 Cash and cash equivalents 1,043 1,198 --------- --------- 3,850 3,913 --------- --------- Total assets 4,667 5,211 --------- --------- Liabilities: Current liabilities Trade and other payables 2,878 2,148 Non-current liabilities Deferred tax - 50 --------- --------- Total liabilities 2,878 2,198 --------- --------- Net assets 1,789 3,013 --------- --------- Capital and reserves Share capital 448 448 Share premium account 1,851 1,851 Merger reserve 329 329 Capital redemption reserve 800 800 Retained earnings (1,639) (415) Total equity 1,789 3,013 --------- ---------
Statement of Changes in Equity
for the year ended 30 June 2012
Capital Share Share premium Merger redemption Retained Total Group capital account reserve reserve earnings equity GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 At 1 July 2010 480 1,851 194 753 882 4,160 Loss and total comprehensive income for the year - - - - (1,156) (1,156) Credit to equity for share-based payments - - - - 61 61 Issue of shares 15 - 135 - - 150 Treasury shares (47) - - 47 (58) (58) Equity dividend paid - - - - (144) (144) ---------- --------------- ----------- ------------- ------------ --------- At 30 June 2011 448 1,851 329 800 (415) 3,013 ---------- --------------- ----------- ------------- ------------ --------- Loss and total comprehensive income for the year - - - - (1,228) (1,228) Share-based payments - - - - 4 4 ---------- --------------- ----------- ------------- ------------ --------- At 30 June 2012 448 1,851 329 800 (1,639) 1,789 ---------- --------------- ----------- ------------- ------------ ---------
Group Cash Flow Statement
for the year ended 30 June 2012
Notes 2012 2011 GBP GBP Cash flow from operating activities Loss before tax Continuing operations (92) (693) Discontinued operations 3 (1,136) (489) ------------ --------- (1,228) (1,182) Amortisation and impairment of intangibles 809 272 Depreciation 85 118 Loss on disposal of fixed assets 95 - Share-based payment charge 4 61 Interest received (10) (30) ------------ --------- 983 421 ------------ --------- Changes in working capital: (Increase)/decrease in inventories 3 (5) Decrease in trade and other receivables 587 105 Decrease in trade and other payables (477) (172) ------------ --------- 113 (72) ------------ --------- Tax Paid (26) (202) Cash used from operations (158) (1,035) Investing activities Purchase of property, plant and equipment (104) (44) Acquisition of CMC Limited (net of cash acquired) 4 97 - Acquisition of 7 Days Limited (net of cash acquired) 5 - (1,268) Interest received 10 30 ------------ --------- Net cash generated/(used) from investing activities 3 (1,282) ------------ --------- Financing activities Purchase of own shares - (58) Equity dividend paid - (144) Issue of ordinary shares - 150 ------------ --------- Net cash used from financing activities - (52) ------------ --------- Net decrease in cash and cash equivalents (155) (2,369) Cash and cash equivalents at beginning of year 1,198 3,567 Cash and cash equivalents at end of year 1,043 1,198 ------------ ---------
Notes to the preliminary announcement
for the year ended 30 June 2011
1. Accounting policies
The financial information set out in these preliminary results does not constitute the company's statutory accounts for the years ended 30 June 2012 or 30 June 2011.
Statutory accounts for the year ended 30 June 2011 have been filed with the Registrar of Companies and those for the year ended 30 June 2012 will be delivered to the Registrar in due course; both have been reported on by the Independent Auditors. The independent auditors' reports on the Annual Report and accounts for the years ended 30 June 2011 and 30 June 2012 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The financial information in these preliminary results has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations adopted for use in the European Union (collectively Adopted IFRSs). The principal accounting policies adopted are set out below, they have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the statutory accounts for the year ended 30 June 2012.
Basis of consolidation
The financial information in these preliminary results consolidates the accounts of the Company and all its subsidiary undertakings drawn up to 30 June each year using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the income statement from the date on which control is obtained.
Business combinations that took place prior to 1 July 2006 have not been restated.
Goodwill
Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued. For business combinations prior to 1 July 2009, any direct costs of acquisition were included as part of the cost of acquisition. Following IFRS 3 (revised) becoming effective, direct costs of acquisition are expensed.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the statement of comprehensive income.
From the date of transition to IFRS (1 July 2006) Savile Group plc discontinued the amortisation of goodwill and implemented annual impairment tests for goodwill. The current year accounts do not include comparatives for the transitional period.
Impairment of non-financial assets
Impairment tests on goodwill are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit (i.e. the lowest group of assets in which the asset belongs for which there are separately identifiable cash flows). Goodwill is allocated on initial recognition to each of the Group's cash-generating units that are expected to benefit from the synergies of the combination giving rise to the goodwill.
Impairment charges are included in the operating expenses line item in the income statement. An impairment loss recognised for goodwill is not reversed. Previously recognised impairment losses on assets other than goodwill are reversed when there is an increase in the estimated service potential of an asset.
Financial assets and Liabilities
Financial assets and liabilities are recognised initially at their fair value and are subsequently measured at amortised cost. For trade receivables, trade payables and other short-term financial liabilities this generally equates to original transaction value.
Intangible assets
Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual or legal rights. The amounts ascribed to such intangibles are arrived at by using valuation techniques.
The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:
Intangible asset Useful economic life Valuation method
Brand value Between 5 and 10 years Estimated royalty stream if the rights were to be
licensed
Customer relationships 1 year Excess earnings
The amortisation charge is included in 'operating expenses' within the statement of comprehensive income.
2. Exceptional items
Exceptional items comprise two main elements; Costs incurred by the Group in reorganising the Fairplace and Cedar businesses and costs arising from the acquisition and reorganisation of Career Management Services Limited.
2012 2011 Reorganisation costs: GBP'000 GBP'000 Personnel 12 293 Consultancy - 38 Legal - 7 ---------- ---------- 12 338 ---------- ---------- Costs relating to Career Management Services Limited Personnel 31 - Property 15 - Legal 4 - ---------- ---------- 50 - ---------- ---------- Provision against investment in Public Sector included in other debtors - 80 ---------- ---------- 62 418 ---------- ---------- 3. Discontinued operations The post tax loss on disposal of discontinued operations was determined as follows: 2012 2011 GBP'000 GBP'000 Costs relating to 7 Days Limited (note 5) Revenue 98 1,705 Operating expenses (454) (1,721) Exceptional costs: Impairment of goodwill (661) (220) Write off of intangible assets (144) - Remuneration costs relating to shares issued - (211) Net liabilities on liquidation 82 - Legal and professional (5) (42) Leasing obligations (52) - Loss before taxation (1,136) (489) Taxation - 22 ---------- ---------- Loss after taxation (1,136) (467) ---------- ---------- Loss per share from discontinued operations 2012 2011 Pence Pence Basic and diluted loss per share (7.60) (2.93) ---------- ---------- Statement of cash flows The statement of cash flows includes the following 2012 2011 amounts relating to discontinued operations: GBP'000 GBP'000 Operating activities (207) (48) Investing activities - (1,300) Net cash used from discontinued operations (207) (1,348) ---------- ---------- The prior year cash movement was predominantly the purchase consideration for 7 Days Limited (note 5). 4. Acquisitions of Career Management Services Limited
On 31 May 2012 the Group acquired 100% of the share capital of Career Management Services Limited (CMC), a company which was engaged in the provision of career transition services. The consideration was satisfied by GBP85,000 in cash. The acquisition was made to strengthen the geographical and sector reach of the Group's services.
Book value Fair value Fair value adjustment GBP'000 GBP'000 GBP'000 Non-current assets Goodwill 62 (62) - Brand - 65 65 Customer relationships - 10 10 Leasehold property 208 (208) - Fixtures and fittings 19 - 19 ------------ ------------- ------------ 289 (195) 94 ------------ ------------- ------------ Current assets Trade receivables and other debtors 715 - 715 Cash 182 - 182 ------------ ------------- ------------ 897 - 897 ------------ ------------- ------------ Current liabilities 1,216 - 1,216 ------------ ------------- ------------ Net liabilities acquired (30) (195) (225) ------------ ------------- Goodwill on acquisition 310 Purchase consideration 85 ------------ The purchase consideration comprised: Cash 85 ------------
The main elements which support the value of the goodwill which arose on acquisition are the people and contacts of CMC which were acquired. The commercial justification of the consideration paid in excess of the net assets, was that to hire such a team in the open market to generate the potential earnings for the Group, with their contacts and reputation, as well as the synergies and cross selling opportunities, would equate to the value of the goodwill.
It is not possible for the Directors to quantify the effect of the acquisition on the Group revenue and profit had the acquisition been made on 1 July 2011 as CMC's financial year end had previously been 30 April and it is not possible retrospectively to establish the position at 1 July 2011 . However draft figures for the 14 months ended 30 June 2012 show revenue of GBP3.85m and a pre tax loss of GBP0.76m. During this period the cost base of CMC was significantly reduced and this has continued since the acquisition. The Board expect CMC to have a positive impact on the Group operating results going forward. The contribution of CMC to the results of the Group for the period between the date of acquisition and the year end was revenue of GBP0.2m and profit before tax, exceptional items and management charges of approximately GBP36,000.
5. 7 Days Limited
Acquisition
On 30 October 2010 the Group acquired 100% of the share capital of 7 Days Limited, a company which was engaged in the provision of organisational design and restructuring services. The consideration was satisfied by GBP1.29m in cash. The acquisition was made to broaden the range of the Group's services.
Book value Fair value Fair value adjustment Non-current assets GBP'000 GBP'000 GBP'000 Brand - 73 73 Customer relationships 98 98 Contracts - 23 23 Fixtures and fittings 84 - 84 ------------ ------------- ------------ 84 194 278 ------------ ------------- ------------ Current assets Trade receivables 834 - 834 Cash 22 - 22 ------------ ------------- ------------ 856 - 856 ------------ ------------- ------------ Current liabilities Trade and other payables 683 - 683 Non- current liabilities 42 - 42 ------------ ------------- ------------ Total liabilities 725 - 725 ------------ ------------- ------------ Net assets acquired 215 194 409 ------------ ------------- Goodwill on acquisition 881 Purchase consideration 1,290 ------------ The purchase consideration comprised: Cash 1,290 ------------
The main elements which supported the value of the goodwill which arose on acquisition were the people and contacts of 7 Days Limited which were taken over. The commercial justification of the consideration paid in excess of the net assets, was that to hire such a team in the open market to generate the potential earnings for the Group, with their contacts and reputation, as well as the synergies and cross selling opportunities, would equate to the value of the goodwill.
At the time of the acquisition Savile Group plc also issued 500,000 3 pence ordinary shares. The issue price consisted of the nominal value of the ordinary shares of 3 pence and a share premium of 27 pence. A further 450,000 ordinary shares were due to be issued on the first anniversary of the acquisition date and then a further 450,000 ordinary shares were due to be issued on second anniversary of the acquisition date, both of these issues were dependent on certain future conditions. The conditionality of the issue of these shares meant they were treated as a share based payment for services received rather than as contingent consideration in the business combination.
The further consideration shares referred to above have not been and will not be issued. The cumulative share based payment expense recognised with regards to the unvested shares options is immaterial.
Discontinued operation
7 Days had an extremely disappointing trading performance in the first quarter of the year and Louise Palmer resigned as a Director. Following a review of the business, the board concluded that it was not in the best interests of the Group to provide the projected working capital required by 7 Days Limited going forward.
As a result, the board of 7 Days Limited resolved to appoint a liquidator, following which, the remaining goodwill and other intangible assets relating to this company were fully impaired.
This resulted in a loss on this discontinued operation of GBP1.14m in the current financial year (note 3).
6. Taxation
Current taxation has been provided for at 25.5% (2011: 27.5%).
7. Earnings per 2012 2011 share GBP'000 GBP'000 Numerator Loss for the year (1,228) (1,156) ------------ ------------ Denominator Number Number Weighted average of shares used in basic and diluted EPS 14,941,822 15,915,927 ------------ ------------
Employee share options of 71,074 (2011: 14,859) were not included within the diluted EPS due to them being anti-dilutive.
Employee options whose exercise price is greater than the weighted average share price during the year (i.e. they are out of the money) are excluded from the earnings per share calculations.
8. Annual General Meeting
The Annual General Meeting will be held at 10.30am Monday 29 October 2012 at the Company's offices 36 - 38 Cornhill, London EC3V 3PQ.
9. Report and Accounts
Copies of the Report and Accounts for the year ended 30 June 2012 will be sent to shareholders in due course. Further copies will be available from the Company's website at www.savile.com or at the Company's registered office at 36 - 38 Cornhill, London EC3V 3PQ.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR EADNXASSAEFF
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