TIDMASTR TIDMEVOL
RNS Number : 1696N
Astaire Group Plc
07 June 2010
Astaire Group Plc ("Astaire" or the "Group")
Preliminary results for the year ended 31 December 2009
Astaire Group plc, the investment bank and stockbroker, today announces its
preliminary results for the year ended 31 December 2009.
Highlights
* Underlying loss* before tax for the year in difficult markets of GBP3.7
million (2008: loss of GBP2.3 million)
* Statutory loss after tax of GBP7.3 million (2008: loss of GBP14.9 million)
including goodwill impairment charge of GBP2.1 million (2008: GBP10.3 million)
* Basic loss per ordinary share from continuing operations, 3.52 pence (2008:
loss of 8.41 pence)
* Basic loss per share per ordinary share from continuing and discontinued
operations. 3.95 pence (2008: loss of 9.01 pence)
* No final dividend
* stated before impairment of goodwill and intangibles, share based payments
charge, bid defence costs and movement on fair value through profit and loss
investments adjusted for associated operating costs
James Noble, Chairman of Astaire Group, commented:
"The Group has weathered an eventful year and has not been helped by the
challenging market conditions for small companies. As a result trading in the
investment banking division has remained unpredictable. In the private client
and wealth management division since the period end, a more consistent
performance has however emerged with trading being close to or better than break
even. Overall our strategic focus remains on cash preservation, our clients and
staff and delivering a superior service. In light of current market conditions
our expectations for the balance of the year remain cautious."
Enquiries:
Astiare Group Plc020 7448 4400
Chris Roberts, Finance Director
Maitland
020 7379 5151
Neil Bennett
George Hudson
Fairfax I.S. PLC
020 7598 5368
Nominated Adviser / Broker
Ewan Leggat
Chairman's Statement
As you can see from the attached 2009 was a very difficult year. The current
year has proved equally eventful and turbulent; I will use this, my first report
as Chairman, to bring shareholders up to date with events in 2009 and 2010.
Acquisitions and disposal
The strategy adopted, following Evolve Capital Plc's ("Evolve") successful
takeover offer for Astaire (then called Blue Oar Plc) , was focussed on
consolidation in the smaller company corporate finance advisory / investment
banking sector and on private client stockbrokers. This strategy was effected
through a series of corporate transactions, as follows.
In 2009, Astaire acquired Ruegg & Co Limited and Dowgate Capital Plc. The
businesses acquired have subsequently been fully integrated into the existing
activities of the Group, as a result of which, Astaire has become one of the
largest corporate advisers to AIM-listed companies.
Astaire also attempted to merge in 2009 with another stockbroker, W H Ireland
and, in 2010, an offer for Hoodless Brennan Holdings plc had to be abandoned
after the discovery of an accounting irregularity at an existing Astaire
subsidiary, Rowan Dartington & Co. Limited (see below).
The Group also disposed of its interest in Inteq Limited, an Australian based
investment banking business and has closed down its wholesale asset management
activity.
Current businesses and strategy
The Group's activities now consist of two divisions:
Investment banking - the City of London-based corporate finance, corporate
broking and UK and international equities business.
Private client and wealth management - the London and South West-focussed branch
network of executives providing personalised stockbroking and wealth management
services to individuals, charities and pension funds.
Alongside the corporate activity, businesses and management have been reshaped.
Significant changes have occurred in both management and personnel within the
investment banking division, as well as management changes within the private
client and wealth management division.
Regulatory, legal and audit issues
During the course of the last eighteen months, the Board has also been trying to
resolve some legacy issues. The first of these, announced in June 2009, related
to Blue Oar's role as Nominated Adviser of a client (called Worthington
Nicholls) in 2006 and 2007. This resulted in a censure and a fine by the London
Stock Exchange of GBP250,000.
The external audit for the year ended 31 December 2009 uncovered a discrepancy
relating to unrecovered debtor balances of up to GBP1.4 million within Rowan
Dartington. This discrepancy (now revised down to GBP1.04 million) dates back to
2008 or earlier, prior to the Evolve acquisition of Astaire. Today, it has been
announced that this issue and related matters have been resolved in regulatory
terms through an FSA Enforcement action which has been concluded with a fine to
the Company of GBP511,000. The Company will continue its efforts to recover
these balances, which have been provided in full in the accounts. It is
emphasised that no client has lost any money as a result of this discrepancy and
there is no ongoing issue. The Company's shares were suspended pending
clarification of these issues (and the effect on the offer for Hoodless Brennan
- see below) on 13 April 2010.
More recently, Astaire announced that a dormant holding company within the
Astaire Group, Corporate Synergy Holdings Limited, received, from lawyers acting
on behalf of Izodia Plc, service of a Claim Form and Particulars of Claim filed
with the High Court, claiming compensation of approximately GBP4 million plus
interest in respect of alleged events which occurred in mid 2002. Astaire
Securities Plc is also listed as a defendant in the claim, but solely in respect
of a claim for compensation of GBP25,000 plus interest. Astaire and its
subsidiaries are receiving legal advice in respect of this matter and expect to
present a vigorous defence to the allegations which the Group believes to be
wholly unfounded.
Results
Gross revenue for 2009 at GBP15.3 million up 13.7 per cent. from GBP13.4 million
in 2008. The statutory loss before tax from continuing operations of GBP6.9
million was significantly lower than the 2008 loss of GBP15.2 million (which
included an impairment charge of GBP10.2 million).
As more fully explained in the Financial Review, the underlying result before
tax was a loss of GBP3.7 million, compared with a loss of GBP2.3 million in
2008. The underlying loss excludes amortisation, impairment of goodwill and
intangibles, movement on fair value through profit and loss investments,
share-based payment charges and credits as well as restructuring and bid defence
costs.
Additionally, these results incorporate both the FSA fine of GBP511,000 and
GBP1,036,000 for the as yet unrecovered debtor balances in Rowan Dartington.
The Board
The constitution of the Board has radically changed in the period under review,
including the very recent past. Immediately following the takeover by Evolve of
Astaire, in January 2009, Evolve nominated four directors to the Astaire Board
and, in April 2009, Edward Vandyk was appointed Chief Executive of the Group. By
mid-2009 and to reflect the much closer management and control of the Group by
its parent, the Astaire Board closely mirrored the Evolve Board.
In line with the revised strategy (see below), the Board was further
restructured in May 2010 so as to separate the Boards of Evolve and Astaire.
Edward Vandyk and Oliver Vaughan resigned with immediate effect from the Board
of Astaire and Chris Roberts and I resigned from the board of Evolve, leaving
only David Snow as a common Director.
Strategy
Since the acquisition of Astaire by Evolve, the strategy has been to bring the
Group back to profitability and to preserve cash.
It was recognised that, to achieve this, it would be necessary to alter the
shape of the business considerably, as the cost base was inappropriate in
difficult market conditions and the Group was operating at a sub-economic scale.
The Board reduced the scale of activity in some areas, including divestiture
and/or closure of some operations, as well as redundancies and restructuring.
Alongside this re-alignment of activities, the strategy focused on seeking to
make complementary acquisitions, where additional revenue could be acquired and
added into a largely static cost base. This strategy resulted in the
acquisitions of Ruegg and Dowgate and saw attempts to merge with W H Ireland
and, more recently, with Hoodless Brennan Holdings.
The accounting issue referred to above in relation to Rowan Dartington had a
profound impact on the Groups ability to complete the acquisition of Hoodless
Brennan. Subsequent to that offer lapsing, the Group received a letter relating
to the Izodia litigation referred to above.
In light of these major changes and challenges faced by the Group, it has been
concluded that the Group is no longer in a position to act as a consolidating
force within the stockbroking industry and that the focus needs to be on
delivery of results from existing businesses over the medium term. In order to
achieve this, the Group recognises the need to retain key staff which is most
likely to be achieved through some form of ownership participation.
Current Trading and Prospects
Markets for small companies have remained difficult in 2010 and trading in the
investment banking division has remained unpredictable. Whilst individual months
in 2010 have achieved profitability, this is not as yet consistent, although the
cost base against which this division is operating is now significantly lower.
In the private client and wealth management division, a more consistent
performance is emerging with trading being close to or better than break even.
Our expectations for the balance of the year remain cautious.
In light of the financial performance in 2009, and current trading conditions,
the Board will not be recommending the payment of a dividend for 2009.
Our Annual General Meeting will be held on 30 June 2010 and we look forward to
welcoming you.
James Noble
Chairman
7 June 2010
Financial Review
Results
The loss after tax for the year from all operations was GBP7.3 million compared
with a loss of GBP14.9 million in 2008, and the loss after tax from continuing
operations similarly decreased to GBP6.5 million in 2009 compared to GBP13.9
million in 2008.
The Board continues to focus on underlying result before tax as the best
comparative measure and the more consistent indicator of performance. The
underlying result before tax excludes impairment and amortisation of goodwill
and intangibles, movement on fair value through profit and loss investments,
share-based payment charges, restructuring and bid defence costs. Each of these
is explained further below.
Underlying loss before tax (as shown below) for the year ended 31 December 2009
was GBP3,661,000 compared with the underlying loss before tax of GBP2,264,000 in
2008.
Result before tax
The result before tax on an underlying basis, which in the Board's view provides
the best comparative measure, is calculated as:
+-------------------------------------------+----------+----------+
| | 2009 | 2008 |
+-------------------------------------------+----------+----------+
| | GBP'000 | GBP'000 |
+-------------------------------------------+----------+----------+
| | | |
+-------------------------------------------+----------+----------+
| Loss from continuing operations before | (6,863) | (15,219) |
| taxation | | |
+-------------------------------------------+----------+----------+
| Add back / (less): | | |
+-------------------------------------------+----------+----------+
| (Profit) / loss on fair value through | (899) | 1,250 |
| profit and loss investments | | |
+-------------------------------------------+----------+----------+
| Associated directly proportional | 449 | (625) |
| operating cost provisions | | |
+-------------------------------------------+----------+----------+
| Loss on sale of subsidiary | 619 | - |
+-------------------------------------------+----------+----------+
| Restructuring costs | 897 | - |
+-------------------------------------------+----------+----------+
| Bid defence costs | - | 365 |
+-------------------------------------------+----------+----------+
| Amortisation of intangibles | 523 | 589 |
+-------------------------------------------+----------+----------+
| Impairment of goodwill and intangibles | 2,067 | 10,261 |
+-------------------------------------------+----------+----------+
| Share-based payments credit | (1,041) | - |
+-------------------------------------------+----------+----------+
| Share-based payments charge | 587 | 1,115 |
+-------------------------------------------+----------+----------+
| | | |
+-------------------------------------------+----------+----------+
| Underlying loss before taxation | (3,661) | (2,264) |
+-------------------------------------------+----------+----------+
Income Statement
Gross fee and commission income for the Group in 2009 (including acquisitions)
was GBP15.3 million, a 13.7 per cent. increase on 2008. Total income increased
by 14.8 per cent. from GBP11.9 million in 2008 to GBP13.7 million in 2009.
Realised gains on equity investments and option positions delivered a net gain
of GBP401,000 (2008: GBP656,000). The as yet unrealised movement in the
valuation of options and warrants held at 31 December 2009 was a gain of
GBP899,000 (2008: loss of GBP1,250,000) and significantly ahead of the figure at
30 June 2009 of GBP23,000.
Following the disposal of Inteq Limited the Group made a loss on the investment
of GBP619,000.
Operating expenses excluding impairments, amortisation, share-based payments and
restructuring charges, increased by 13.4 per cent. These expenses are expected
to fall during 2010 due to a lower headcount and rationalised cost base.
Due to continuing difficult market conditions and in recognition of the likely
impact the performance of the Group has had over the last year a further review
of the carrying value of goodwill and other intangibles has been undertaken. The
result of the review was to incur a further impairment charge in 2009 largely
relating to Rowan Dartington. The total charge of GBP2,067,000 was significantly
lower than the charge of GBP10,261,000 in 2008.
Restructuring costs of GBP897,000 primarily relate to the costs of redundancies
effected during the year, and are detailed in note 5 to the financial
statements.
Business review
Investment Banking
The investment banking division comprises what was Astaire Securities, Astaire &
Partners and the business activities of Ruegg & Co and Dowgate Capital Advisers.
Revenues generated in this division originate from corporate fees and retainers,
primarily from acting as NOMAD to AIM companies, fundraising commission and
commission on execution of market trades on behalf of a range of UK and
International clients.
Revenues in this division (including the full benefit of acquisitions) amounted
to GBP8.5 million for 2009, compared with GBP7.6 million in 2008, a 12.1%
increase. The division contributed a loss for the year of GBP1.5 million,
reduced from a loss of GBP8.5 million in 2008.
Private Client and Wealth Management
The private client and wealth management division comprises the activities of
Rowan Dartington and Dowgate Capital Stockbrokers. Revenues generated originate
from the execution of trades (both straightforward buying and selling of shares
as well as effecting contracts for differences and related derivatives) and fees
from advice and managment of investment portfolios for private clients,
charities and smaller pension funds.
Revenues from this division for 2009 were GBP7.9 million, compared with GBP7.6
million in 2008, a 3.3% increase including the effects of acquisitions. The
division contributed a loss of GBP4.4 million, compared with GBP7.1 million in
2008, including impairment provisions of GBP1.9 million (2008: GBP5.1 million)
as well as the provision against debtors of GBP1,036,000.
Asset Management
Blue Oar Asset Management LLP, the UK based wholesale asset management business,
was closed down, and its results are now included within discontinued
activities.
Divested Business
During 2009 Inteq Limted, the Australian based corporate finance business, was
sold, and its results are now included within discontinued activities.
Loss Per Share
The basic loss per share from continuing operations for the year was 3.52 pence
compared to the loss in 2008 of 8.41 pence. Underlying loss per share was 3.21
pence compared with a loss of 2.14 pence in 2008.
Balance Sheet
Net assets per share declined from 12.1 pence at 31 December 2008 to 7.0 pence
at 31 December 2009. The main contributors to this were the trading loss for
the year together with the impairment of intangibles and goodwill previously
referred to.
Net current assets have fallen to GBP9.8 million (31 December 2008: GBP15.2
million), of which, at 31 December 2009 GBP7.8 million (31 December 2008:
GBP13.6 million) was represented by cash.
Cash Flow
During the year cash fell from GBP13.6 million to GBP7.8 million, a reduction of
GBP5.8 million. The main elements of this were the net cash outflow from
acquisitions (net of cash acquired) of GBP1.3 million, restructuring costs of
GBP0.9 million and losses from operations of GBP3.6 million.
Dividends
As noted in the Chairman's Statement, the Board are not recommending the payment
of a final dividend for 2009 (2008: nil).
Christopher Roberts
Finance Director
7 June 2010
Consolidated Income Statement
for the year ended 31 December 2009
+-----------------------+-----+---------+----------+---------+----------+
| | | | 2009 | | 2008 |
| | | | GBP'000 | | GBP'000 |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Fee and commission | | | 15,260 | | 13,426 |
| income | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Fee and commission | | | (2,358) | | (1,660) |
| expenses | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Net fee and | | | 12,902 | | 11,766 |
| commission income | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Other income | | | 806 | | 178 |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Total income | | | 13,708 | | 11,944 |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Profit on disposal of | | | | | |
| available-for-sale | | | 401 | | 656 |
| investments | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Gain / (loss) on fair | | | | | |
| value through profit | | | 899 | | (1,250) |
| and loss investments | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Loss on sale of | | | | | |
| subsidiary | | | (619) | | - |
| undertaking | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Operating expenses | | | | | |
| Impairment of | | | | | |
| goodwill and other | | | (2,067) | | (10,261) |
| intangibles | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Amortisation of other | | | (523) | | (589) |
| intangibles | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Bid defence costs | | | - | | (365) |
+-----------------------+-----+---------+----------+---------+----------+
| Restructuring costs | | | (897) | | - |
+-----------------------+-----+---------+----------+---------+----------+
| Unrecovered debtor | | | (1,036) | | - |
| balances | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Share-based payments | | | 1,041 | | - |
| credit | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Share-based payments | | | (587) | | (1,115) |
| charge | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Other operating | | | (17,387) | | (15,329) |
| expenses | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Total operating | | | (21,456) | | (27,659) |
| expenses | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Operating loss | | | (7,067) | | (16,309) |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Investment revenue | | | 210 | | 1,139 |
+-----------------------+-----+---------+----------+---------+----------+
| Finance costs | | | (6) | | (49) |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Loss on ordinary | | | | | |
| activities before | | | (6,863) | | (15,219) |
| taxation | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Taxation | | | 389 | | 1,272 |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Loss from continuing | | | (6,474) | | (13,947) |
| operations | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Discontinued | | | | | |
| operations | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Loss from | | | (785) | | (998) |
| discontinued | | | | | |
| operations | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Loss for the period | | | (7,259) | | (14,945) |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Loss attributable to | | | | | |
| equity shareholders | | | (7,259) | | (14,945) |
| of Astaire Group Plc | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| Loss per ordinary | | | | | |
| share (pence) | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| From continuing | | | | | |
| operations | | | (3.52) | | (8.41) |
| - Basic | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| - Diluted | | | (3.52) | | (8.38) |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| From continuing and | | | | | |
| discontinued | | | | | |
| operations | | | (3.95) | | (9.01) |
| - Basic | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| | | | | | |
+-----------------------+-----+---------+----------+---------+----------+
| - Diluted | | | (3.95) | | (8.97) |
+-----------------------+-----+---------+----------+---------+----------+
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2009
+----------------------------+------+---+---------+---------+----------+
| | | | 2009 | | 2008 |
| | | | GBP'000 | | GBP'000 |
+----------------------------+------+---+---------+---------+----------+
| | | | | | |
+----------------------------+------+---+---------+---------+----------+
| Loss for the year | | | (7,259) | | (14,945) |
+----------------------------+------+---+---------+---------+----------+
| | | | | | |
+----------------------------+------+---+---------+---------+----------+
| Other comprehensive | | | | | |
| income: | | | | | |
+----------------------------+------+---+---------+---------+----------+
| Gains on revaluation of | | | | | |
| available-for-sale | | | 62 | | 191 |
| investments taken to | | | | | |
| equity, net of tax | | | | | |
+----------------------------+------+---+---------+---------+----------+
| Exchange differences on | | | | | |
| translation of foreign | | | 3 | | 419 |
| operations | | | | | |
+----------------------------+------+---+---------+---------+----------+
| Transferred to profit or | | | | | |
| loss on sale of | | | (134) | | (3) |
| available-for-sale | | | | | |
| investments | | | | | |
+----------------------------+------+---+---------+---------+----------+
| | | | | | |
+----------------------------+------+---+---------+---------+----------+
| Other comprehensive income | | | | | |
| for the year, net of tax | | | (69) | | 607 |
+----------------------------+------+---+---------+---------+----------+
| | | | | | |
+----------------------------+------+---+---------+---------+----------+
| Total comprehensive income | | | (7,328) | | (14,338) |
| for the year | | | | | |
+----------------------------+------+---+---------+---------+----------+
| | | | | | |
+----------------------------+------+---+---------+---------+----------+
| | | | | | |
+----------------------------+------+---+---------+---------+----------+
| Total comprehensive income | | | | | |
| attributable to equity | | | (7,328) | | (14,338) |
| shareholders of Astaire | | | | | |
| Group Plc | | | | | |
+----------------------------+------+---+---------+---------+----------+
| | | | | | |
+----------------------------+------+---+---------+---------+----------+
Consolidated Balance Sheet
as at 31 December 2009
+--------------------------------+-----+---------+---------+---------+
| | | 2009 | 2008 | 2007 |
| | | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------+-----+---------+---------+---------+
| ASSETS | | | | |
+--------------------------------+-----+---------+---------+---------+
| Non-current assets | | | | |
+--------------------------------+-----+---------+---------+---------+
| Goodwill | | 1,676 | 1,093 | 8,399 |
+--------------------------------+-----+---------+---------+---------+
| Other intangible assets | | 3,232 | 3,841 | 5,457 |
+--------------------------------+-----+---------+---------+---------+
| Property, plant and equipment | | 493 | 906 | 748 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Total non-current assets | | 5,401 | 5,840 | 14,604 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Current assets | | | | |
+--------------------------------+-----+---------+---------+---------+
| Trade and other receivables | | 7,713 | 7,065 | 20,747 |
+--------------------------------+-----+---------+---------+---------+
| Available-for-sale investments | | 1,156 | 1,224 | 1,320 |
+--------------------------------+-----+---------+---------+---------+
| Fair value through profit & | | 1,784 | 522 | 1,543 |
| loss investments | | | | |
+--------------------------------+-----+---------+---------+---------+
| Cash and cash equivalents | | 7,814 | 13,601 | 23,091 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Total current assets | | 18,467 | 22,412 | 46,701 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Total assets | | 23,868 | 28,252 | 61,305 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| LIABILITIES | | | | |
+--------------------------------+-----+---------+---------+---------+
| Current liabilities | | | | |
+--------------------------------+-----+---------+---------+---------+
| Trade and other payables | | 8,150 | 7,152 | 25,346 |
+--------------------------------+-----+---------+---------+---------+
| Current tax liabilities | | 20 | 55 | 160 |
+--------------------------------+-----+---------+---------+---------+
| Provisions | | 511 | - | - |
+--------------------------------+-----+---------+---------+---------+
| Obligations under finance | | - | 34 | 23 |
| leases | | | | |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Total current liabilities | | 8,681 | 7,241 | 25,529 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Non-current liabilities | | | | |
+--------------------------------+-----+---------+---------+---------+
| Deferred tax liabilities | | 893 | 836 | 1,585 |
+--------------------------------+-----+---------+---------+---------+
| Obligations under finance | | - | 52 | 79 |
| leases | | | | |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Total non-current liabilities | | 893 | 888 | 1,664 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Total liabilities | | 9,574 | 8,129 | 27,193 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| EQUITY | | | | |
+--------------------------------+-----+---------+---------+---------+
| Share capital | | 205 | 167 | 165 |
+--------------------------------+-----+---------+---------+---------+
| Share premium account | | 17,631 | 15,716 | 15,658 |
+--------------------------------+-----+---------+---------+---------+
| Capital redemption reserve | | - | - | 2,708 |
+--------------------------------+-----+---------+---------+---------+
| Merger reserve | | 938 | 2,559 | 9,276 |
+--------------------------------+-----+---------+---------+---------+
| Fair value and other reserves | | 54 | 456 | 526 |
+--------------------------------+-----+---------+---------+---------+
| Retained earnings | | (4,534) | 1,225 | 5,779 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Equity attributable to | | | | |
| holders of the parent | | 14,294 | 20,123 | 34,112 |
+--------------------------------+-----+---------+---------+---------+
| | | | | |
+--------------------------------+-----+---------+---------+---------+
| Total equity and liabilities | | 23,868 | 28,252 | 61,305 |
+--------------------------------+-----+---------+---------+---------+
Consolidated Statement of Changes in Equity
as at 31 December 2009
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| | | | Capital | | Fair | | |
| | Share | Share | redemption | Merger | value | Retained | Total |
| | capital | premium | reserve | reserve | and | earnings | equity |
| | | | | | other | | |
| | | | | | reserves | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Balance at 1 | 165 | 15,658 | 2,708 | 9,276 | 526 | 5,779 | 34,112 |
| January 2008 | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Issue of share | 2 | - | - | 225 | - | - | 227 |
| capital | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Dividends paid | - | - | - | - | - | (993) | (993) |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Transfer to share | - | 58 | - | (58) | - | - | - |
| premium | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Share-based | - | - | - | - | - | 1,115 | 1,115 |
| payments | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Total | - | - | - | - | 607 | (14,945) | (14,338) |
| comprehensive | | | | | | | |
| income | | | | | | | |
| for the period | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Transfer to | - | - | (2,708) | (6,884) | (677) | 10,269 | - |
| retained earnings | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Balance at 31 | 167 | 15,716 | - | 2,559 | 456 | 1,225 | 20,123 |
| December 2008 | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Issue of share | 38 | 1,915 | - | - | - | - | 1,953 |
| capital | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Share-based | - | - | - | - | - | (454) | (454) |
| payments | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Total | - | - | - | - | (69) | (7,259) | (7,328) |
| comprehensive | | | | | | | |
| income | | | | | | | |
| for the period | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Transfer to | - | - | - | (1,621) | (333) | 1,954 | - |
| retained earnings | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
| Balance at 31 | 205 | 17,631 | - | 938 | 54 | (4,534) | 14,294 |
| December 2009 | | | | | | | |
+-------------------+---------+---------+------------+---------+----------+----------+----------+
Consolidated Cash Flow Statement
for the year ended 31 December 2009
+------------------------------------+------+------------+------------+
| | | 2009 | 2008 |
| | | GBP'000 | GBP'000 |
+------------------------------------+------+------------+------------+
| | | | |
| Net cash used in operating | | (5,263) | (7,151) |
| activities | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| Investing activities | | | |
+------------------------------------+------+------------+------------+
| Interest received | | 336 | 1,066 |
+------------------------------------+------+------------+------------+
| Dividends received | | 21 | 27 |
+------------------------------------+------+------------+------------+
| Proceeds on disposal of | | 2,337 | 1,106 |
| available-for-sale investments | | | |
+------------------------------------+------+------------+------------+
| Purchases of available-for-sale | | (2,117) | (578) |
| investments | | | |
+------------------------------------+------+------------+------------+
| Purchases of property, plant and | | (198) | (402) |
| equipment | | | |
+------------------------------------+------+------------+------------+
| Acquisition of subsidiary | | (1,310) | (2,623) |
+------------------------------------+------+------------+------------+
| Disposal of subsidiary | | (95) | - |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| Net cash used in investing | | (1,026) | (1,404) |
| activities | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| Financing activities | | | |
+------------------------------------+------+------------+------------+
| Dividends paid | | - | (993) |
+------------------------------------+------+------------+------------+
| Capital element of finance leases | | (25) | (25) |
| repaid | | | |
+------------------------------------+------+------------+------------+
| Proceeds from issue of ordinary | | 501 | - |
| share capital | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| Net cash from / (used in) | | 476 | (1,018) |
| financing activities | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| Net decrease in cash and cash | | (5,813) | (9,573) |
| equivalents | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| Cash and cash equivalents at | | 13,601 | 23,091 |
| beginning of year | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| Effect of foreign exchange rates | | 26 | 83 |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| Cash and cash equivalents at end | | 7,814 | 13,601 |
| of year | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
| | | | |
+------------------------------------+------+------------+------------+
Notes to the Preliminary Announcement
for the year ended 31 December 2009
1. Basis of preparation
This announcement has been based on the Group's financial statements which have
been prepared in accordance with IFRS as adopted by the European Union and IFRIC
interpretations and with the Companies Act 2006.
The consolidated financial statements have been prepared under the historical
cost convention, with the exception of financial instruments, which are stated
in accordance with IAS 39 Financial Instruments: Recognition and Measurement.
2. Going concern
As part of its regular assessment of the prospects for the Group, the Board
reviews a detailed one year plan and further projections. Group cash balances
have decreased further during 2009 and since the year end, but the Group has
significant cash resources and no borrowings, and as detailed in the Chairman's
Statement on pages 3 to 5 has successfully cut costs across its operating
businesses.
The Board have produced a detailed eighteen month plan to 30 June 2011 focusing
on private client wealth management, and a London based investment banking
business. In order to move back towards profitability the Board have implemented
measures to reduce the cost base of the Group.
As a result of such considerations, the Directors have a reasonable expectation
at the time of approving the financial statements that the Company and the Group
have adequate resources to continue in operational existence for the foreseeable
future. For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
3. Preliminary announcement
Whilst the financial information included in this preliminary announcement has
been prepared in accordance with the recognition and measurement criteria of
International Financial Reporting Standards (IFRS), this announcement does not
itself contain sufficient information to comply with IFRS. Full financial
Statements that comply with IFRS were approved by the Board of Directors on 7
June 2010 and are expected to be published on the Group's website, www.astaire
group.co.uk and posted to shareholders as soon as is practicable.
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2009 or 2008, but is derived
from those accounts. Statutory accounts for 2008 have been delivered to the
Registrar of Companies and those for 2009 will be delivered following the
Company's annual general meeting. The auditors have reported on these accounts;
their reports were unqualified, did not draw attention to any matters by way of
emphasis without qualifying their report and did not contain statements under
s498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.
This announcement was approved at a meeting of the Board of Directors held on 7
June 2010.
4. Availability of report and accounts
The Group's full report and accounts will be dispatched to shareholders as soon
as is practicable. Copies will also be available on the Group's website,
www.astairegroup.co.uk, and on request from the Group's head office at 46
Worship Street, London EC2A 2EA.
5. Annual General Meeting
The Annual General Meeting is to be held on 30 June 2010. Notice of the AGM will
be dispatched to shareholders with the Group's report and accounts.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FRMMTMBIMBAM
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