TIDMAUK

RNS Number : 9565T

Aukett Swanke Group PLC

12 January 2017

Embargoed until 7.00am on Thursday 12 January 2017

Aukett Swanke Group Plc

Announcement of final audited results

for the year ended 30 September 2016

Aukett Swanke Group Plc (the "Group"), the international group of architects and interior designers, announces its final audited results for the year ended 30 September 2016

Financial Highlights

   --      Achieved revenue target of GBP20.8m (2015: GBP18.7m) 
   --      Profit before tax below target at GBP0.9m (2015: GBP1.9m) 
   --      EPS 0.47p (2015: 1.00p) per share 

-- Cash maintained at GBP1.8m (2015: GBP1.9m) with net funds GBP0.8m after new acquisition loan

   --      Net assets grew to GBP7.2m (2015: GBP6.3m) 

Operational Highlights

-- Successfully completed the acquisition of a major second business in the Middle East to further diversify revenue streams and increase resource capability

-- A difficult year in the UK as uncertainties around Brexit led to a substantial weakness in the market requiring some downsizing

-- Middle East integration progressing well with our larger operation attracting a higher level of enquiries

-- Continental Europe making good progress, strong performance in Germany and Turkey where we see scope for growth; Russia continues to be very weak

   --      Won six Industry Awards in the UK, Russia and Turkey 

Commenting on the results CEO Nicholas Thompson said:

"We have made considerable progress with our strategic growth plans for the Group by making a further acquisition in the Middle East. 2017 will see a period of consolidation of our recent additions in order to benefit the Group over the longer term."

Enquiries

Aukett Swanke - 020 7843 3000

Nicholas Thompson, Chief Executive Officer

Beverley Wright, Chief Financial Officer

finnCap - 020 7220 0500

Corporate Finance: Julian Blunt / James Thompson

Corporate Broking: Alice Lane

Investor / Media Enquiries

Ben Alexander 07926 054 111

Chairman's statement

Encouragingly this year revenues have continued to climb and now stand at GBP20.8m (2015: GBP18.7m) achieving our stated strategy. This improvement reflects new earnings flowing from the recent acquisitions in the Middle East offsetting a slowdown in the United Kingdom and Russian operations. This growth in our revenue has enabled us to enlarge our business footprint.

The year turned out to be more difficult in achieving our profit target. Profit before tax at GBP0.93m (2015: GBP1.87m) was the result of a number of matters that are more specifically described below. After tax, our EPS was 0.47p (2015: 1.00p) and our cash funds were equivalent to the prior year at GBP1.84m (2015: GBP1.87m).

During the year the Company recorded two dividends totalling 0.18 pence per share. We declared a slightly lower interim dividend at 0.07 pence per share as a reflection of market conditions. Whilst the Group is still confident of its long term position, given the slow down in the UK and the funding requirements in the UAE, as explained on page 3, the Board has resolved to defer the decision regarding a dividend until the AGM which will take place in March 2017.

As always I wish to acknowledge the contribution of the staff in our business as well as my colleagues on the Board who continually respond positively to the challenges and opportunities that our organisation presents. To them, I offer my personal thanks for their individual contributions.

Anthony Simmonds

Chairman

11 January 2017

Extracts from strategic and directors' reports

Overview

Revenues for the year were GBP20.8m, an increase of 11.2% on the previous year (2015: GBP18.7m). Revenues less sub consultants also rose to GBP18.4m (2015: GBP16.9m), an 8.9% increase.

Profitability has fallen during the year with profit before tax at GBP0.9m compared to GBP1.9m in 2015. Whilst lower than the previous year, the result reflects a solid performance after taking account of the challenges which the Group has faced including volatility in the UK market, particularly in the light of Brexit; the geopolitical challenges in Russia; and integration in the Middle East following our second acquisition there in eight months.

The results for the second half show a slightly improved position when compared with the first half. Revenues, including our second acquisition Shankland Cox Limited, improved by 8% whilst profit before tax at GBP510k was 22% higher compared to GBP417k at March 2016.

Our tax charge for the year is GBP106k (2015: GBP215k), representing an effective tax rate of 11% (2015: 11%). Reflecting this low effective tax rate, our profit after tax at GBP0.8m gives an EPS of 0.47 pence per share (2015: 1.00 pence per share).

Our total equity is now GBP7.2m, an increase of GBP0.9m over the prior year (2015: GBP6.3m).

Financing

Net funds at year end were GBP0.8m, comprising cash of GBP1.8m and the loan taken out in respect of the acquisition of Shankland Cox Limited ("SCL"), which now stands at GBP1.0m. Excluding any balances and financing costs in respect of SCL our net funds have been maintained at the same level of the previous year (GBP1.9m). However, given the increased footprint in the Middle East and the need for regulatory and banking collateral, in the short term there is less available free cash than previously.

The loan to acquire Shankland Cox Limited was taken out in February 2016 for the principal sum of USD 1.6m representing AED 6m. It is being repaid in equal quarterly instalments of USD 80k over five years. Other than this loan there were no other borrowings at year end, although the Group has the benefit of a net zero overdraft facility from its bankers Coutts & Co. This facility is used by the Group to hedge foreign exchange exposures.

The Group has a strong focus on cash management and visibility of its liquidity position as well as future flows. The Plc acts as the Group's central banker, and whilst it may, subject to formal approval, advance short term working capital support, all businesses are required to be cash generative or as a minimum cash neutral.

Strategy

In order to create a more resilient operating trading platform we embarked on an acquisition strategy to strengthen our UK and Middle East operations in 2013. The objective being to mitigate as far as possible reliance on any one geographical market and at the same time to balance the economic and political risks that property development activity faces in cyclical markets. A further beneficial aspect of this strategy has been to spread our currency exposure which has been particularly beneficial in the post Brexit period where our primary currency, the pound Sterling, was heavily devalued.

With this more robust services platform now in place our aim is to reinforce our position in the three regional operations through local investment into our skills and service offer to the extent that each of the local markets allow. The immediate objectives are to provide a high quality design service and, at the same time, create a sustainable business model.

Beyond this we will continue to grow organically or by specific acquisition if deemed appropriate, although our longer term growth strategy will be to focus more on diversifying our services offer to areas with a less transactional revenue profile.

Awards

In addition to financial performance we also measure our success through recognised Design Awards. During the period we won six new awards. In the UK we won two categories in the Office Agents' Society Awards for the Adelphi Building in the West End and Forbury Place in Reading. In addition Veretec, our executive delivery group, won the AJ 'Executive Architect of the year' with two of its building projects being RIBA winners. Further afield our Russian studio won the Best Office Award for Japan Tobacco International and Arcus III was recognised for a second year. Finally, our Turkish studio won 'Sign of the City Award' with the Bomonti Modern Palas in Istanbul.

United Kingdom

As we highlighted in the Interim Announcement, the operation was impacted by a general slowdown in construction activity in the first half but more so in the second half as a result of Brexit. Whilst we saw new enquiries in the second half, these did not result in any material increase in short term revenues other than in Veretec. As a result net revenues for the year are 16% down on prior year and 22% in the second half alone, compared to the same period in the prior year.

Profits are down by half as fixed costs and staff reductions do not immediately follow in tandem. The second half profit was similar to the first half. Looking forward the UK is likely to see a further reduction in revenues in the first part of the new year before the position stabilises. Therefore we do not expect any contribution in profit terms from the UK until the second half.

After the year end we reduced our staffing levels consistent with anticipated income but are cognisant that we need to maintain our core skill base which carries with it an excess cost in the short term.

Notable projects during the year included: two office projects in Uxbridge for Goodman, the PSQ HQ in Hemel Hempstead, Project Verde for Tishman Speyer in Victoria, a GBP104m science building for Imperial College, a new store for Fenwick in Colchester, Phase 2 at Forbury Place for M&G, the Bradfield Centre for Cambridge University, the GBP20m Biomed Realty building at Granta Park pre let to Heptares and a further phase on the iconic Adelphi building off the Strand. One of our largest projects was in the City with a major new hotel and apartments at Ten Trinity Square opposite the Tower of London for a Chinese developer.

Our specialist group, Veretec, was also very active on a variety of projects in Beak Street, Bishopsgate, Chelsea, Hanover Terrace, a school in Wimbledon and a high quality residential scheme for Sir Robert McAlpine in Lillie Square.

The next year will prove challenging in the first half as we seek to generate revenue from current enquiries rather than from existing projects. Encouragingly since the end of the year the enquiry level has stabilised with 24 new project registrations which compares with 30 for the same period last year.

Middle East

Net earnings in the region more than quadrupled to over GBP5m following the acquisition of SCL and with a full year's contribution from John R Harris (acquired in June 2015). Due to planned integration initiatives, intangible amortisation of GBP112k, release of negative goodwill arising on acquisition totalling GBP160k and also right sizing of the cost base, we have reported a modest profit before tax for the twelve months to September 2016 of GBP41k (2015: GBP47k)

The local companies undertake work for a wide range of clients including: a three year du (telecoms) framework, ADNEC, Etisalat retail stores and data centres, Etihad, a new Mall hotel for ALDAR, a private villa for a Sheikh, Abu Dhabi National Hotels, the new Manar Mall retail shopping centre and Mirdif Community shopping mall, projects for contractors Khansaheb and international consultants WSP, villas on the Palm Jumeirah, the Bvlgari hotel and a residential site in Al Barari. Refurbishment of the Address Dubai Mall hotel for Emaar, the guestrooms of an iconic 5* hotel on the Palm Jumeirah and the 5* Kempinski Mall of the Emirates hotel on the Sheikh Zayed Road for MAF, along with a large number of smaller projects.

We believe that our enhanced scale will provide more opportunities for us to bid on major projects - and this is now being evidenced in new enquiries. As such management attention is now focused on strengthening the succession structure through existing design and delivery skills along with achieving operating efficiencies across the businesses.

Continental Europe

Our reported net earnings, for the wholly owned businesses in this Hub, are under GBP1m, whilst this sum is GBP8.4m if 100% of the associate and joint venture revenue is included. This creates an undertaking similar in size to the UK and Middle East.

Continental Europe's result is a mix of performances across the businesses where the greatest challenge within its portfolio during the year was Russia.

The Russian operation has now been reduced to a minimum operating level and works on a limited number of projects reflecting its current scale. We expect this operation to remain at this level for the foreseeable future and until the local market improves.

The wholly owned Turkish operation returned to profit and eliminated its prior year deficit.

Berlin continues to be significant contributor to the Group's result. After a slow first half a series of major wins in the second half lifted its performance to prior year levels. The office and its team continue to expand and reached 125 staff by the year end. Projects include site work at Berlin's new airport, a new facility in Berlin for Stone Brewing of the USA, Phase 2 Gropius Passagen for mfi-Unibail-Rodamco, a 5* hotel, The Fontenay, in Hamburg, an office tower in Frankfurt, a new development in Berlin for Hines, and the Anschutz Mercedes Platz with Hochtief.

Frankfurt has continued to improve its year on year performance with a longer term order book including an office relocation of 3,600 staff for an international insurance company and regular work for Microsoft. Interestingly we have not seen any early evidence of financial services' relocation to the city in the aftermath of Brexit.

Prague has achieved a small profit this year based on the provision of drawing services to both the London and Berlin offices.

Summary, Group Prospects and Shareholder Value

Whilst we had hoped for a better outcome in 2016, we remain encouraged by the progress that we have made in developing our business model and that this will ultimately generate both the results and cash flow that we have anticipated. Our objective is to provide shareholders with a sustainable business model that can positively respond to business cycles and deliver long term returns in both cash and profits generation and dividend flow.

 
 Nicholas Thompson          Beverley Wright 
  Chief Executive Officer    Chief Financial Officer 
 

11 January 2017

Consolidated income statement

For the year ended 30 September 2016

 
                                          Note       2016       2015 
                                                  GBP'000    GBP'000 
---------------------------------------  -----  ---------  --------- 
 Revenue                                   2       20,841     18,668 
 
 Sub consultant costs                             (2,431)    (1,782) 
---------------------------------------  -----  ---------  --------- 
 Revenue less sub consultant 
  costs                                            18,410     16,886 
 
 Personnel related costs                         (13,929)   (11,464) 
 Property related costs                           (2,632)    (2,730) 
 Other operating expenses                         (1,901)    (1,715) 
 Other operating income                               732        626 
 Operating profit                                     680      1,603 
 
 Finance income                                         8          3 
 Finance costs                                       (28)       (13) 
---------------------------------------  -----  ---------  --------- 
 Profit after finance costs                           660      1,593 
 
 Share of results of associate 
  and joint ventures                                  267        277 
---------------------------------------  -----  ---------  --------- 
 Profit before tax                         2          927      1,870 
 
 Tax charge                                         (106)      (215) 
---------------------------------------  -----  ---------  --------- 
 Profit from continuing 
  operations                                          821      1,655 
 
 Profit for the year                                  821      1,655 
---------------------------------------  -----  ---------  --------- 
 
 Profit attributable to: 
            Owners of Aukett Swanke 
             Group Plc                                772      1,653 
            Non controlling interests                  49          2 
---------------------------------------  -----  ---------  --------- 
                                                      821      1,655 
---------------------------------------  -----  ---------  --------- 
 
 Basic and diluted earnings 
  per share for profit attributable 
  to the ordinary equity 
  holders of the Company: 
            From continuing operations              0.47p      1.00p 
 Total earnings per share                  3        0.47p      1.00p 
---------------------------------------  -----  ---------  --------- 
 

Consolidated statement of comprehensive income

For the year ended 30 September 2016

 
                                                     2016       2015 
                                                  GBP'000    GBP'000 
---------------------------------------------   ---------  --------- 
 Profit for the year                                  821      1,655 
 
 Other comprehensive income: 
            Currency translation differences          424      (201) 
 Other comprehensive income 
  for the year                                        424      (201) 
 
 Total comprehensive income 
  for the year                                      1,245      1,454 
----------------------------------------------  ---------  --------- 
 
 Total comprehensive income 
  for the year is attributable 
  to: 
            Owners of Aukett Swanke 
             Group Plc                              1,158      1,451 
            Non controlling interests                  87          3 
 
                                                    1,245      1,454 
 ---------------------------------------------  ---------  --------- 
 

Consolidated statement of financial position

At 30 September 2016

 
                                       2016       2015 
                                    GBP'000    GBP'000 
-------------------------------   ---------  --------- 
 Non current assets 
 Goodwill                             2,409      2,283 
 Other intangible assets              1,056        818 
 Property, plant and equipment          506        563 
 Investment in associate                529        254 
 Investments in joint ventures          181        100 
 Deferred tax                           219        288 
--------------------------------  ---------  --------- 
 Total non current assets             4,900      4,306 
 
 Current assets 
 Trade and other receivables          9,227      6,430 
 Cash and cash equivalents            1,839      1,873 
--------------------------------  ---------  --------- 
 Total current assets                11,066      8,303 
 
 Total assets                        15,966     12,609 
 
 Current liabilities 
 Trade and other payables           (6,553)    (5,833) 
 Current tax                           (12)      (117) 
 Short term borrowings                (247)          - 
 Provisions                            (90)          - 
-------------------------------   ---------  --------- 
 Total current liabilities          (6,902)    (5,950) 
 
 Non current liabilities 
 Long term borrowings                 (802)          - 
 Deferred tax                         (100)       (54) 
 Provisions                           (973)      (354) 
--------------------------------  ---------  --------- 
 Total non current liabilities      (1,875)      (408) 
 
 Total liabilities                  (8,777)    (6,358) 
 
 Net assets                           7,189      6,251 
--------------------------------  ---------  --------- 
 
 Capital and reserves 
 Share capital                        1,652      1,652 
 Merger reserve                       1,176      1,176 
 Foreign currency translation 
  reserve                               110      (276) 
 Retained earnings                    2,573      1,801 
 Other distributable reserve          1,494      1,791 
--------------------------------  ---------  --------- 
 Total equity attributable 
  to 
  equity holders of the 
  Company                             7,005      6,144 
--------------------------------  ---------  --------- 
 
 Non controlling interests              184        107 
--------------------------------  ---------  --------- 
 Total equity                         7,189      6,251 
--------------------------------  ---------  --------- 
 

Consolidated statement of cash flows

For the year ended 30 September 2016

 
                                     Note       2016       2015 
                                             GBP'000    GBP'000 
----------------------------------  -----  ---------  --------- 
 Cash flows from operating 
  activities 
 Cash generated from operations       4          104      1,443 
 Interest paid                                  (29)       (13) 
 Income taxes paid                              (99)      (238) 
----------------------------------  -----  ---------  --------- 
 Net cash (outflow) / inflow 
  from operating activities                     (24)      1,192 
 
 Cash flows from investing 
  activities 
 Purchase of property, plant 
  and equipment                                (147)      (163) 
 Sale of property, plant 
  and equipment                                    4          2 
 Acquisition of subsidiary, 
  net of cash acquired                         (761)      (824) 
 Interest received                                 8          3 
 Dividends received                                -        278 
----------------------------------  -----  ---------  --------- 
 Net cash used in investing 
  activities                                   (896)      (704) 
 
 Net cash (outflow) / inflow 
  before financing activities                  (920)        488 
 
 Cash flows from financing 
  activities 
 Proceeds from bank loans                      1,123          - 
 Repayment of bank loans                       (175)      (113) 
 Dividends paid                                (181)      (360) 
----------------------------------  -----  ---------  --------- 
 Net cash inflow / (outflow) 
  from financing activities                      767      (473) 
 
 Net change in cash, cash 
  equivalents and 
  bank overdraft                               (153)         15 
 
 Cash and cash equivalents 
  and bank 
  overdraft at start of year                   1,873      1,891 
 Currency translation differences                119       (33) 
 Cash, cash equivalents and 
  bank 
  overdraft at end of year                     1,839      1,873 
----------------------------------  -----  ---------  --------- 
 

Consolidated statement of changes in equity

For the year ended 30 September 2016

 
                     Share        Foreign    Retained           Other     Merger      Total             Non      Total 
                   capital       currency    earnings   distributable    reserve                controlling     Equity 
                              translation                     reserve                             interests 
                                  reserve 
                   GBP'000        GBP'000     GBP'000         GBP'000    GBP'000    GBP'000         GBP'000    GBP'000 
---------------  ---------  -------------  ----------  --------------  ---------  ---------  --------------  --------- 
 At 30 
  September 
  2014               1,652           (74)         148           2,151      1,176      5,053               -      5,053 
 
 Profit for 
  the year               -              -       1,653               -          -      1,653               2      1,655 
 Other 
  comprehensive 
  income                 -          (202)           -               -          -      (202)               1      (201) 
 Non 
  controlling 
  interest 
  arising 
  on business 
  combination            -              -           -               -          -          -             104        104 
 Dividends 
  paid                   -              -           -           (360)          -      (360)               -      (360) 
 
 At 30 
  September 
  2015               1,652          (276)       1,801           1,791      1,176      6,144             107      6,251 
 
 Profit for 
  the year               -              -         772               -          -        772              49        821 
 Other 
  comprehensive 
  income                 -            386           -               -          -        386              38        424 
 Other 
  adjustments            -              -           -               -          -          -            (10)       (10) 
 Dividends 
  paid                   -              -           -           (297)          -      (297)               -      (297) 
 
 At 30 
  September 
  2016               1,652            110       2,573           1,494      1,176      7,005             184      7,189 
---------------  ---------  -------------  ----------  --------------  ---------  ---------  --------------  --------- 
 

The other distributable reserve was created in September 2007 during a court and shareholder approved process to reduce the capital of the Company.

Notes to the audited final results

   1          Basis of preparation 

The financial statements for the Group and parent have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Companies Act 2006 as applicable to companies reporting under IFRSs.

The financial statements have been prepared under the historical cost convention and on a going concern basis.

   2          Operating segments 

The Group comprises a single business segment and three separately reportable geographical segments (Hubs), together with a group costs segment. Geographical segments are based on the location of the operation undertaking each project.

During the period, the Group changed its operating segments as management now considers the business is based on geographic area, rather than by individual country. Accordingly, the Group's operating segments now consist of the United Kingdom, the Middle East and Continental Europe. Turkey and Russia are no longer reported as separate reporting operating segments, but are included within Continental Europe together with Germany and the Czech Republic. All comparatives have been restated to reflect these changes.

Income statement segment information

 
 Segment revenue            2016       2015 
                         GBP'000    GBP'000 
--------------------   ---------  --------- 
 United Kingdom           12,142     14,488 
 Middle East               7,383      2,129 
 Continental Europe        1,316      2,051 
 Revenue                  20,841     18,668 
---------------------  ---------  --------- 
 
 
 Segment revenue by project         2016       2015 
  site                           GBP'000    GBP'000 
----------------------------   ---------  --------- 
 United Kingdom                   12,014     14,262 
 Middle East                       7,349      2,311 
 Continental Europe                1,396      2,085 
 Rest of the World                    82         10 
-----------------------------  ---------  --------- 
 Revenue                          20,841     18,668 
-----------------------------  ---------  --------- 
 
 
 Segment revenue less                2016       2015 
  sub consultant costs            GBP'000    GBP'000 
-----------------------------   ---------  --------- 
 United Kingdom                    12,080     14,368 
 Middle East                        5,424      1,306 
 Continental Europe                   906      1,212 
 Revenue less sub consultant 
  costs                            18,410     16,886 
------------------------------  ---------  --------- 
 

Segment result

 
 2016 Segment               Before        Release      Goodwill      Total 
  result                  goodwill    of negative    impairment 
                        impairment       goodwill 
                           GBP'000        GBP'000       GBP'000    GBP'000 
--------------------  ------------  -------------  ------------  --------- 
 United Kingdom              1,052              -             -      1,052 
 Middle East                 (119)            160             -         41 
 Continental Europe            112              -          (17)         95 
 Group costs                 (261)              -             -      (261) 
--------------------  ------------  -------------  ------------  --------- 
 Profit before 
  tax                          784            160          (17)        927 
--------------------  ------------  -------------  ------------  --------- 
 
 
 2015 Segment               Before        Release 
  result                  goodwill    of negative      Goodwill 
                        impairment       goodwill    impairment      Total 
                           GBP'000        GBP'000       GBP'000    GBP'000 
--------------------  ------------  -------------  ------------  --------- 
 United Kingdom              1,993              -             -      1,993 
 Middle East                    47              -             -         47 
 Continental Europe             88              -             -         88 
 Group costs                 (258)              -             -      (258) 
--------------------  ------------  -------------  ------------  --------- 
 Profit before 
  tax                        1,870              -             -      1,870 
--------------------  ------------  -------------  ------------  --------- 
 
   3          Earnings per share 

The calculations of basic and diluted earnings per share are based on the following data:

 
 Earnings                     2016       2015 
                           GBP'000    GBP'000 
-----------------------  ---------  --------- 
 Continuing operations         772      1,653 
 Profit for the year           772      1,653 
-----------------------  ---------  --------- 
 
 
 Number of shares                       2016          2015 
                                      Number        Number 
------------------------------  ------------  ------------ 
 Weighted average of Ordinary 
  Shares in issue                165,213,652   165,213,652 
 Effect of dilutive options          153,916       305,482 
------------------------------  ------------  ------------ 
 Diluted weighted average of 
  ordinary shares in issue       165,367,568   165,519,134 
------------------------------  ------------  ------------ 
 
   4          Cash generated from operations 
 
 Group                                   2016       2015 
                                      GBP'000    GBP'000 
---------------------------------   ---------  --------- 
 Profit before tax - continuing 
  operations                              927      1,870 
 Finance income                           (8)        (3) 
 Finance costs                             28         14 
 Share of results of associate 
  and joint ventures                    (267)      (277) 
 Goodwill impairment provision             17          - 
 Intangible amortisation                  177         80 
 Depreciation                             359        345 
 Loss/(profit) on disposal 
  of property, plant & equipment           10        (2) 
 Change in trade and other 
  receivables                             628        597 
 Change in trade and other 
  payables                            (1,583)    (1,273) 
 Change in provisions                      16         92 
 Negative goodwill                      (160)          - 
 Unrealised foreign exchange 
  differences                            (40)          - 
 Net cash generated from 
  operations                              104      1,443 
----------------------------------  ---------  --------- 
 
   5          Analysis of net funds 
 
 Group                             2016       2015 
                                GBP'000    GBP'000 
---------------------------   ---------  --------- 
 Cash and cash equivalents        1,839      1,873 
 Cash and cash equivalents        1,839      1,873 
 
 Secured bank loan              (1,049)          - 
 Net funds                          790      1,873 
----------------------------  ---------  --------- 
 
   6          Business Combination 

On 10 February 2016 the Group acquired 100% of the issued share capital of Shankland Cox Limited ('SCL'), a company incorporated in England and Wales but operating through 4 branches in the United Arab Emirates.

The total consideration, all to be paid in cash, was structured as follows:

   --      AED 4.5m on completion. 
   --      AED 1.5m upon release of banking guarantees, paid after the acquisition date. 

-- Maximum deferred consideration of AED 9.8m dependant on the collection of trade receivables and work in progress from the agreed Balance Sheet within 2 years from the completion date.

The deferred consideration up to a maximum of AED 9.8m had a fair value of AED 5.4m at acquisition. The minimum amount currently payable in respect of this deferred consideration is AED1.3m, representing receivables which have been collected. The maximum amount payable is currently AED 8.7m, which is contingent on the collection of all acquired trade receivables before 10 February 2018.

Of the AED 11.4m fair value of consideration transferred, AED 6.0m cash consideration has been paid and the full deferred consideration remains outstanding at the balance sheet date. At the year end, the fair value of deferred consideration has been estimated to be AED 4.8m.

The acquisition considerably improves our market position and offering in the Middle East.

The table below summarises the consideration paid for SCL, the fair value of assets acquired and liabilities assumed at the acquisition date.

 
 Consideration at 10 February 2016              GBP'000 
---------------------------------------------  -------- 
 
 Cash                                             1,126 
 Fair value of deferred consideration 
  at acquisition                                  1,015 
 Total consideration transferred at 
  acquisition                                     2,141 
 
 Recognised amounts of identifiable 
  assets acquired and liabilities assumed 
 
 Cash and cash equivalents                          365 
 Property, Plant and Equipment                      132 
 Brand Name                                         282 
 Customer relationships                              28 
 Amounts recoverable on contracts                   401 
 Trade and other receivables                      2,530 
 Trade and other payables                         (848) 
 Provision for liabilities                        (589) 
 Total identifiable net assets                    2,301 
---------------------------------------------  -------- 
 
 Release of negative goodwill on acquisition      (160) 
 
 Total                                            2,141 
---------------------------------------------  -------- 
 

Negative goodwill of GBP160,000 has arisen on acquisition following recognition of the intangible assets noted above. This credit to the income statement compensates for short term costs incurred to restructure the business.

Acquisition costs of GBP58,000 have been included in other operating charges in the consolidated income statement for the year ended 30 September 2016.

The fair value of trade and other receivables is GBP2,530,000 and includes trade receivables with a fair value of GBP2,146,000. The gross contractual amount for trade receivables due is GBP2,842,000, of which GBP696,000 is expected to be uncollectable.

The fair values of the acquired identifiable intangibles are based on finalised valuations.

The revenue included in the consolidated income statement since 10 February 2016 contributed by SCL was GBP2,275,000. The revenue less sub consultant costs contributed over the same period was GBP2,067,000. The loss before tax, amortisation and gain on bargain purchase during the period since acquisition was GBP557,000.

Had SCL been consolidated from 1 October 2015, the consolidated income statement would show pro-forma revenue of GBP22,608,000 and profit before tax of GBP709,000.

   7          Status of final audited results 

This announcement of final audited results was approved by the Board of Directors on 11 January 2017.

The financial information presented in this announcement has been extracted from the Group's audited statutory accounts for the year ended 30 September 2016 which will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The auditor's report on these accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 498 of the Companies Act 2006.

Statutory accounts for the year ended 30 September 2015 have been delivered to the registrar of companies and the auditors' report on these accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 498 of the Companies Act 2006.

The financial information presented in this announcement of final audited results does not constitute the Group's statutory accounts for the year ended 30 September 2016.

   8          Annual General Meeting 

Notice of the annual general meeting will follow in due course and no later than 21 days before the meeting is due to be held.

   9          Annual report and accounts 

Copies of the 2016 audited accounts will be available today on the Company's website (www.aukettswanke.com) for the purposes of AIM rule 26 and will be posted to shareholders who have elected to receive a printed version in due course.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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Aukett Swanke (LSE:AUK)
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From Mar 2024 to Apr 2024 Click Here for more Aukett Swanke Charts.
Aukett Swanke (LSE:AUK)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Aukett Swanke Charts.