TIDMCPS
RNS Number : 0419Q
CPL Resources PLC
07 September 2017
7 September 2017
Full year Results show record revenues of EUR455.2m with
continued geographic reach
Cpl Resources Plc
Results for the Full Year Ended 30 June 2017
Dublin, 7 September 2017: Cpl Resources Plc ('Cpl', the 'Group'
or the 'Company'), Ireland's leading employment services group,
today announced results for the year ended 30 June 2017.
Highlights
-- Proposal to return EUR25 million in capital to all shareholders by way of a Tender Offer
-- Revenue increased by EUR21.8 million, to EUR455.2 million
-- Gross Profit increased by 3% to EUR71.8 million
-- 3% increase in Profit before tax to EUR15.8 million
-- Earnings per share of 43.7 cent (2016: 43.9 cent)
-- Total dividend per share of 11.5 cent (2016: 11.0 cent)
John Hennessy, Chairman commented:
"The Group's results for the year ended 30 June 2017 show growth
in revenue and profit before tax, reflecting expansion of our team,
development of our service offering and broadening of our
geographical footprint.
In recent months, the Board has considered a range of strategic
and financial options to enhance shareholder value, particularly
taking account of the continued generation of positive cash flows
by the Group. Cpl remains a profitable, cash generative business
and has built up a net cash position of EUR33.6 million as at 30
June 2017. Following careful consideration and having taken
appropriate advice, the Board has determined that a return of
surplus capital is in the best interests of shareholders.
Consequently, subject to shareholder approval, we intend to return
up to EUR25 million of surplus capital, in the form of a tender
offer, to shareholders.
The Board is recommending a final dividend of 5.75 cent per
share. This will bring the total dividend for the year to 11.5 cent
per share.Based on current trends and circumstances in our main
markets we expect to deliver further growth in our business during
the financial year to 30 June 2018."
Anne Heraty CEO added:
"We continued to grow our international footprint opening
offices in Munich and Boston during the year. We now have over 40
offices in 10 countries. These offices provide Cpl clients with the
international reach they need especially in resourcing local
talent. We also made further strategic progress with the
acquisition of RIG Healthcare Group. This is Cpl's first entry into
the locum doctor market and enhances the Company's operating
presence in the UK, following the acquisition of Clinical
Professionals in September 2015.
We will continue to invest wisely to capture opportunities for
growth. Cpl has a strong balance sheet with net assets of EUR103.7
million generated over the 27 years of continuous profitability. We
believe our balance sheet and strong cash flows give us the
resources to invest in the growth and expansion of our business
while also returning capital to shareholders."
This announcement contains inside information
For Further Information:
Anne Heraty, CEO, Cpl Resources Plc: +353 1 614 6000
Mark Buckley, CFO, Cpl Resources Plc: +353 1 614 6000
Ivan Murphy/ Daragh O'Reilly, Davy Corporate Finance: +353 1 679
6363
Melanie Farrell/ Jonathan Neilan, FTI Consulting: +353 1 765
0888
Cpl Resources Plc
Chairman's statement
The financial year ended 30 June 2017 has been a year of growth
in revenue and profit before tax for Cpl.
Highlights of the Group's performance include:
- Revenue increased by EUR21.8m to EUR455.2m
- Gross Profit increased by 3% to EUR71.8m
- 3% increase in Profit before tax of EUR15.8m
- Earnings per share of 43.7 cent
- Total dividend per share of 11.5 cent
- Proposal to return EUR25 million in capital to all
shareholders by way of a Tender Offer
Full Year Highlights
Year ended Year ended % change
30-June-17 30-June-16
-------------------- ----------- ----------- ---------
EUR'000 EUR'000
Revenue 455,194 433,391 5%
Gross Profit 71,822 70,053 3%
Operating profit 15,387 15,384
Profit before tax 15,777 15,390 3%
Earnings per share 43.7 cent 43.9 cent
Dividend per share 11.5 cent 11.0 cent 5%
-------------------- ----------- ----------- ---------
Conversion ratio *
Operating Profit 21.4% 22.0%
Profit before tax 22.0% 22.0%
-------------------- ----------- ----------- ---------
* as % of gross profit
The Group's results for the year ended 30 June 2017 show growth
in revenue and profit before tax, reflecting expansion of our team,
development of our service offering and broadening of our
geographical footprint.
Our revenue grew by EUR22 million in the financial year, up 5%
on the prior year, and Group gross profit and profit before tax
grew by 3% in the year. The demand for talented temporary staff
among our clients grew at a stronger pace than for permanent
employees across most sectors during the year, with temporary fees
growing by 12%. The demand for permanent staff was adversely
affected by changes in regulation in the healthcare sector and
concerns about Brexit, which slowed recruitment decisions by
certain employers. Our profit before tax is modestly ahead of the
prior financial year, which, in light of the changed mix of
business between temporary and permanent recruitment in the year,
is a positive performance.
At year end, the Group had a strong balance sheet, with net
assets of EUR104 million at 30 June 2017, up from EUR94 million in
the prior year. We ended the year with net cash of more than EUR33
million, after investing EUR10 million in RIG Healthcare Group and
funding the working capital demands arising from the continued
growth in our temporary business. It is in this context that we are
pleased to announce the intention to return capital to shareholders
by way of a tender offer.
Tender Offer
In recent months, the Board has considered a range of strategic
and financial options to enhance shareholder value, particularly
taking account of the continued generation of positive cash flows
by the Group. As part of this the Board has, and will continue to,
review acquisition and investment opportunities which may optimise
value for shareholders and in June this year we were pleased to
announce the acquisition of a 91% shareholding in RIG Healthcare
Group.
Cpl remains a profitable, cash generative business and has built
up a net cash position of EUR33.6 million as at 30 June 2017.
Following careful consideration and having taken appropriate
advice, the Board has determined that a return of surplus capital
is in the best interests of shareholders.
Consequently, subject to shareholder approval, we intend to
return up to EUR25 million of surplus capital, in the form of a
tender offer, to shareholders (the "Tender Offer"). As was the case
in the Group's previous return of capital to shareholders in 2011,
the return of capital will be made by way of a fixed price tender
offer structure. The Tender Offer will be made at a price per
Ordinary Share of EUR6.75 (the "Tender Price").
The Board believes that a return of capital in the amount
proposed represents the most effective use of those shareholder
funds and that the continued strength of the Group's balance sheet,
and its cashflow generation after the return of those funds, will
be sufficient to pursue the Group's stated growth objectives. The
Tender Offer provides all shareholders with choice (that is, the
discretion to participate) and certainty of value. Those
shareholders who do not wish to participate can retain their full
existing investment in the company.
Further details on the Tender Offer are included in the section
entitled "Proposed Tender Offer".
People
Once again our people have delivered outstanding service to our
clients and candidates during the year. The continuous growth in
our business poses challenges to our teams, and they have responded
well to these challenges. Our customers continue to give us very
positive feedback on the service they receive.
On behalf of the Board, I would like to thank all of our people
for their commitment, dedication and hard work, delivered daily for
the benefit of the whole Group. I also wish to thank our clients
and candidates for their continued support, their valuable input
and their loyalty to our business.
Board & Executive announcements
In March 2017, Colm Long was appointed to the Board as an
independent non-executive director. Colm has extensive experience
of media and digital businesses and has contributed very positively
to the Board since his arrival. We are delighted to welcome him and
look forward to working with him in the future.
As the Group embarks on its next phase of growth, the Board has
appointed Mark Buckley, current CFO, to the position of Deputy CEO
and COO for the Group, with responsibility for operational
performance and delivery of service to clients. We look forward to
working with Mark as he takes on these important roles.
I am also delighted to announce that Lorna Conn has been
appointed CFO of the Cpl Group. The Board and management look
forward to working with Lorna, who will join us on 2 October
2017.
Earnings per Share, Proposed Dividend & Dividend Policy
Cpl has delivered earnings per share in the twelve months to 30
June 2017 of 43.7 cent. The Group also has a progressive dividend
policy which reflects underlying earnings growth and our continued
financial strength.
The Board is recommending a final dividend of 5.75 cent per
share. This will bring the total dividend for the year to 11.5 cent
per share. The dividend, if approved by the shareholders, will be
payable on 6 November 2017 to shareholders on the Company's
register at the close of business on the record date of 13 October
2017.
Outlook
Economic indicators, including employment trends, are generally
positive in our principal markets. Our industry is highly
competitive, and our continued growth remains sensitive to events
affecting the wider European and global economies. As the UK moves
towards its planned departure from the EU, the terms of which
remain unclear, "Brexit" continues to give rise to uncertainty in
our main markets. We will continue to monitor these developments
closely, and assess and respond to their implications for our
business.
Based on current trends and circumstances in our main markets we
expect to deliver further growth in our business during the
financial year to 30 June 2018.
John Hennessy
Chairman
7 September 2017
Chief Executive Review
In the financial year to 30 June 2017 Cpl delivered growth in
revenues, gross profit and profit before tax. Our revenue increased
by 5% to EUR455.2 million, gross profit and profit before tax
increased by 3% to EUR71.8 million and EUR15.8 million
respectively. Our net cash balance is EUR33.6 million post our
investment of EUR10 million in the acquisition of RIG Healthcare in
June 2017. Growth in our temporary placement and managed services
business was strong and outpaced permanent placement which was
impacted by regulatory changes to international nurse recruitment
in the UK.
Financial Highlights
The Group increased its revenue by 5% to EUR455.2 million in the
year to 30 June 2017 (2016: EUR433.4 million). Gross profit
increased by 3% to EUR71.8 million (2016: EUR70.1 million). The
Group's gross margin was 15.8% (2016: 16.2%). Profit before tax was
EUR15.8 million (2016: EUR15.4 million) and our diluted earnings
per share was 43.7 cent (2016: 43.9 cent).
Our operating expenses were EUR56.4 million, 3.1% higher than
last year. Our conversion rate of gross profit to profit before tax
was 22.0% (2016: 22.0%).
Most of our cost base is people related and the other main
components are offices and investment in our technology
infrastructure. We continued to invest in technology to improve
productivity and ensure ease of use for our clients and candidates.
One of our key projects during the year was the investment in a web
and mobile based App that harnesses the latest in smartphone
technology for booking and managing temporary staff. The App
manages all aspects of front and back office including:
communications, bookings, scheduling, timesheet management,
accounting and compliance. It is designed to drive efficiencies,
increase recruiter productivity and improve service levels to our
candidates and clients.
Our balance sheet remains strong with net assets of EUR103.7
million (2016: EUR93.7 million). Goodwill and intangible assets
increased by EUR8.5 million to EUR26.0 million, reflecting the
acquisition of RIG Healthcare Group on 6 June 2017. Trade and other
receivables stood at EUR 99.7 million, up from EUR90.3 million at
30 June 2016. From a financial perspective managing working capital
is key to our success. Cash flow in the year was strong with
EUR10.1 million of net cash generated prior to the RIG acquisition,
to bring the closing net cash balance to EUR33.6 million.
The interim dividend paid was 5.75 cent per share. The Board is
recommending a final dividend of 5.75 cent per share for the year
to 30 June 2017, resulting in a total dividend per share for the
year of 11.5 cent, a 5% increase from the prior year.
Operations Review
Cpl's capability spans the entire employment lifecycle and
includes permanent, temporary and contract recruitment, workforce
management, training, outsourcing and outplacement. We have a
diverse range of clients from market leading multinationals to
small and medium enterprises.
Cpl is a recognised leader in permanent and temporary
recruitment. Our business is based on matching the capabilities of
our candidates to our clients in a rapidly changing marketplace. We
operate through distinct specialist brands in a wide range of
sectors including technology, finance and legal, healthcare,
pharmaceutical, life science, sales, engineering, HR, light
industrial and office administration.
Our managed services and outsourcing business assumes
accountability for selected business process on behalf of clients.
Cpl brings value to our clients by creating measurable improvements
and cost savings in areas that are viewed as non-core to our
clients. Our main service offerings are: Contact Centre
Outsourcing, Recruitment Process Outsourcing (RPO) and HR
Consulting Services (which includes outplacement). These projects
are normally contracted for a number of years. During the year we
delivered managed services/outsourced projects to over 15 clients
including leading organisations in the financial services,
technology and pharmaceutical sectors.
Key Performance Indicators 2017 2016
Gross margin 15.8% 16.2%
Operating margin 3.4% 3.6%
Conversion Ratio
Operating Profit 21.4% 22.0%
Profit before tax 22.0% 22.0%
Permanent fees as % of
the total gross profit 36.3% 41.5%
Temporary fees as % of
the total gross profit 63.7% 58.5%
Contractor and temporary
staff headcount at the
year-end 11,504 11,367
Average number of recruiters
during the year (incl.
RIG) 547 503
------------------------------ -------- --------
Due to the change in business mix between permanent and
temporary fees our gross margin in the year to June 2017 was 15.8%,
a reduction of 40 basis points. Most of our growth occurred in our
temporary business. Our permanent placement business which
generates 100% gross margin represented 36.3% of total gross profit
whereas in the year to June 2016 it was 41.5% of total gross
profit.
We improved our margin on temporary business to 10.7% (2016:
10.1%)
Our operating margin was 3.4%, a year on year reduction driven
mainly by the change in business mix, increase in staff numbers,
investment in offices and technology infrastructure. Taking a
long-term view of the business, we will continue to invest in
talent and technology. We expect in the coming year to see an
improvement in our operating margin through an increase in
productivity due to the investment already made.
Permanent
Most of our permanent placement work is undertaken on a
contingent basis, which means we only generate revenue when the
candidate is placed in a role. If the time to successfully place
candidates is extended this impacts our cost base and recruiter
productivity.
Last year I highlighted that international nurse recruitment in
the UK was undergoing significant change driven mainly by changes
in regulation and concerns about "Brexit". This impacted our
performance in permanent placements in the year to June 2017. While
other divisions such as technology, pharma and financial services
performed well, it was not sufficient to compensate for the
reduction in international nurse recruitment in the UK.
Permanent fee revenue decreased by 10.3% to EUR26.1 million
(2016: EUR29.1 million).
Looking ahead to 2018, we believe international nurse
recruitment is stabilising and the demand for talent in the
technology, pharma and financial services sector remains
strong.
Temporary
Our temporary and contracting business provides clients with
qualified, skilled people on short and long terms assignments.
Demand for temporary and contract staff remained strong during the
year and we grew net fee income by 11.7% to EUR45.7 million (2016:
EUR41.0 million). We were able to build on the improvement in
temporary and contract staffing margins that we experienced last
year. Margin in year to 30 June 2017 was 10.7% (2016: 10.1%).
We finished the year with 11,504 temporary staff and contractors
working on behalf of Cpl on client projects. Our clients recognise
the value that temporary and contract staffing can bring to
managing total labour costs. It adds a variable cost component to a
company's other-wise fixed labour costs. At the same time many of
our candidates are also seeking more flexibility. Highly skilled
professionals particularly in ICT and engineering are choosing to
work on a project basis.
Driven by this increasing demand from our clients and candidates
for greater flexibility, temporary and contract staffing continues
to represent an area of significant growth opportunity.
People
Our talented and experienced team are committed to our core
values of accountability, respect, customer focus, effective
communication and empowerment. In 2017, Cpl Resources plc was
recognized in the Best Places to Work program's large category.
This recognition is important for the Group as attracting and
retaining the best talent in the industry is key to operational
excellence which delivers real value to our clients.
Management Team & Appointment of CFO
Our management team continues to evolve. I am delighted Mark
Buckley has taken on the role of COO and deputy CEO. We are also
delighted to welcome Lorna Conn to the team. Lorna has been
appointed as our CFO of the Group. Lorna trained as a Chartered
Accountant with Deloitte and has held a number of senior finance
roles both in Ireland and the US. Her most recent role was Finance
Director at ISS Ireland, part of the ISS Group Plc. Lorna joins us
on 2 October 2017.
I would like to thank our talented and dedicated colleagues for
their commitment to delivering for our candidates and clients. I am
delighted to welcome those people who joined Cpl during the year
and I also want to thank our loyal customers for their partnership
and support during the year.
Strategy
Our strategy to develop a balanced business mix and therefore
avoid overdependence on any one service, sector, or geography
remains unchanged. We generated 63.7% of our net fee income from
temporary recruitment and 36.3% from permanent recruitment.
We continued to expand organically in new markets. We opened
offices in Munich and Boston during the year. Our business outside
Ireland now accounts for approximately 25% of the Groups net fee
income. We have over 40 offices in 10 countries. These offices
provide Cpl clients with the international reach they need
especially in resourcing local talent.
Ardlinn, our executive search brand, which we launched in July
2016 to support our clients recruiting top level C-suite talent has
had a very successful first year and is profitable. They have
completed a number of international assignments, recruiting high
impact leadership talent for clients. We will build on this success
by expanding the team in the coming year.
Now more than ever CEO's and boards are acutely aware of the
critical role key leadership talent plays in building competitive
advantage. We believe Ardlinn is well positioned to source and
attract the right leadership talent for our clients.
Acquisition
We focus mainly on organic expansion, while using selective
acquisitions to build platforms in new sectors or markets with good
long-term potential. We are keen to deepen our presence in high
value sectors such as Healthcare which is labour intensive and
experiencing skills shortages. The acquisition of RIG Healthcare is
a further step in extending the Group's footprint in the healthcare
sector.
In June 2017, we acquired a 91% shareholding in RIG Healthcare
Group (RIG) for a cash consideration of EUR9.5m. RIG Healthcare
Group, the trading name of RIG Locums Limited and RIG Medical
Recruit Limited, is a UK specialist healthcare recruiter with a
focus on market niches within the Locum Doctors and Allied Health
Professions. They have five offices across the UK.
RIG supplies qualified medical professionals to the UK's
National Health Service (NHS) with a particular focus on
radiography, occupational therapy, pharmacy and physiotherapy.
Healthcare recruitment, staffing and training has long been one of
Cpl's most important sectors in Ireland and the UK. RIG will
complement the Company's existing portfolio of healthcare brands
which include: Cpl Healthcare, Kate Cowhig International Healthcare
Recruitment, Servisource Healthcare and Private Homecare. The
acquisition is Cpl's first entry into the locum doctor market and
enhances the Company's operating presence in the UK, following the
acquisition of Clinical Professionals in September 2015.
Outlook
As we enter the year to June 2018, market conditions across the
sectors in which we operate are mixed. Economic trends are
favourable with strong employment growth in Ireland and the
Eurozone. Unemployment in Ireland is expected fall to less than 6%
by year end and unemployment in the Eurozone is expected to fall
below 9%. Despite this there are considerable risks on the horizon.
In Cpl, we are mindful of the uncertainty that 'Brexit' creates in
our core markets and we are closely monitoring the potential
impacts both positive and negative of 'Brexit' on our business. On
the positive we have seen an increase in enquiries from companies
looking to establish in Ireland and increased demand for insurance
financial services and fintech talent. On the negative, there are
threats to employment in sectors exposed to the UK.
From a longer-term point of view, we operate in attractive
markets with a strong business model and significant global
clients. All indicators suggest that the labour market is
tightening and there is a widening skills gap in a number of
specialist skills areas. Our key focus is on supporting clients in
sectors and occupations where these skills gaps occur. This places
higher value on our services and presents us with growth
opportunities.
We will continue to invest wisely to capture opportunities for
growth. Cpl has a strong balance sheet with net assets of EUR103.7
million generated over the 27 years of continuous profitability. We
believe our balance sheet and strong cash flows give us the
resources to invest in the growth and expansion of our business
while also returning capital to shareholders.
Anne Heraty
Chief Executive Officer
7 September 2017
Proposed Tender Offer
The Board is proposing to return up to EUR25 million of surplus
capital to shareholders through the Tender Offer. As was the case
in the Group's previous return of value to shareholders in 2011,
the return of capital will be made by way of a fixed price tender
offer structure and tenders will only be accepted at the Tender
Price of EUR6.75 per Ordinary Share.
Background and reasons for the proposed Tender Offer
In the year to 30 June 2017, the Group reported strong
operational and financial performance. The Group has continued to
generate positive cash flow and as a result has built up a net cash
position of EUR33.6 million as at 30 June 2017. In the absence of
the proposed Tender Offer the Board would expect the Group's
positive cash position to continue to increase further.
To date in 2017, the Board has considered a range of strategic
and financial options to enhance shareholder value. The Board, in
consultation with its advisers, reviewed a number of factors
including:
-- the Group's current net cash position;
-- the Group's ongoing earnings and cash flow generation;
-- the relatively low interest income capable of being generated
by the Group's current cash balance; and
-- acquisition and investment opportunities.
Following this review, the Board (with the exception of Anne
Heraty and Paul Carroll, who absented themselves from deliberations
relating to the proposed Tender Offer) unanimously determined that
a return of surplus capital is in the interests of shareholders.
The Board believes that a return of capital in the amount proposed
represents the most effective use of those shareholder funds and
that the continued strength of the Group's balance sheet, and its
cashflow generation after the return of those funds, will be
sufficient to pursue the Group's stated growth objectives.
The Board concluded, following consultation with the Group's
advisers, that a return of up to EUR25 million of capital by way of
the Tender Offer is in the interests of the Group and its
shareholders as it provides shareholders with both choice (that is,
the discretion to participate) and certainty of value.
An independent committee of the Board, comprised of independent
non-executive directors Breffni Byrne, Oliver Tattan and Colm Long,
was formed to consider and settle the terms and conditions of the
Tender Offer, including the Tender Price.
Summary of the Tender Offer
The Tender Offer will be made to shareholders at the Tender
Price of EUR6.75 per Ordinary Share. The Tender Price represents a
premium of 15.2 per cent. to the closing price of EUR5.86 per
Ordinary Share on 6 September 2017, (being the latest practicable
date prior to this announcement) and represents a premium of 14.1
per cent. to the volume weighted average price over the three
months to 6 September 2017.
The Group intends to purchase, in aggregate, up to 3,703,703
Ordinary Shares from shareholders at the Tender Price. These
Ordinary Shares will subsequently be cancelled by the Group. Each
shareholder will be entitled to sell up to approximately 12 per
cent. of their shareholding, rounded down to the nearest whole
number of Ordinary Shares (the "Guaranteed Entitlement").
Shareholders will also have an opportunity to sell more than their
Guaranteed Entitlement to the extent that other shareholders tender
less than their Guaranteed Entitlement. To the extent that any
Shareholders have tendered less than their Guaranteed Entitlement,
surplus tenders will be accepted in proportion to the number of
additional Ordinary Shares tendered so that the total number of
Ordinary Shares purchased pursuant to the Tender Offer does not
exceed 3,703,703.
The Board reserves the right at any time prior to the
anticipated completion of the Tender Offer and having regard to
prevailing market conditions, to (i) vary the Tender Price; and/or
(ii) change the maximum number of Ordinary Shares that can be
tendered pursuant to the Tender Offer; and/or (iii) not proceed
with the Tender Offer; if they conclude that the implementation of
the Tender Offer at the Tender Price is no longer in the interests
of the Group and/or its shareholders.
Each of the Directors has irrevocably committed to participate
in the Tender Offer on a pro rata basis.
Benefits of a Tender Offer
The benefits of the Tender Offer, compared to other available
options for a return of capital to shareholders, include that the
Tender Offer:
a) provides those shareholders who wish to sell Ordinary Shares with the opportunity to do so;
b) enables those shareholders who do not wish to receive capital
at this time to maintain their full investment in the Group;
c) is available to all shareholders (other than shareholders who
may be resident in certain prohibited territories) regardless of
the size of their shareholdings;
d) ensures equal opportunity to all shareholders to participate
in the return of capital by offering the Guaranteed Entitlement to
all shareholders; and
e) will have a positive impact on both the Group's earnings per
share and dividend per share as all shares acquired under the
Tender Offer will be cancelled.
Shareholder Approval
The Tender Offer will be subject to approval by Cpl's
shareholders at an Extraordinary General Meeting ("EGM"). A notice
of EGM together with additional explanatory documentation setting
out further detail with regard to the background to and reasons
for, the terms and conditions of and instructions on how to
participate in, the Tender Offer will be sent to shareholders in
due course.
Cpl Resources Plc
Group Statement of Comprehensive Income
for the year ended 30 June 2017
2017 2016
EUR'000 EUR'000
Revenue 455,194 433,391
Cost of sales (383,372) (363,338)
Gross profit 71,822 70,053
Distribution expenses (4,134) (4,059)
Administrative expenses
* (52,301) (50,610)
Operating profit 15,387 15,384
Financial income 438 61
Financial expenses (48) (55)
Profit before tax 15,777 15,390
Income tax expense (2,337) (1,968)
Profit for the financial
year- all attributable to
equity shareholders 13,440 13,422
__________
Profit attributable to:
Owners of the Parent 13,394 13,434
Non - controlling interests 46 (12)
13,440 13,422
Other comprehensive income
Foreign currency translation
differences - foreign operations (453) (198)
Total comprehensive income
for the year - all
attributable to equity shareholders 12,987 13,224
Basic earnings per share 43.7 cent 43.9 cent
Diluted earnings per share 43.7 cent 43.9 cent
* Includes EUR388,000 of non-cash
LTIP charge (2016 : EUR1,987,000)
Cpl Resources Plc
Group Statement of Changes in Equity
for the year ended 30 June 2017
Other Share
undenominated Currency Put based Non Total
-
Share Share capital Merger translation option payment Retained Controlling Shareholders
capital premium fund reserve reserve reserve reserve earnings Total interests Equity
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
July
2015 3,053 1,705 724 (3,357) (395) - 177 80,141 82,048 (89) 81,959
Total
comprehensive
income for the
year
Profit/(loss)
for the
financial
year - - - - - - - 13,434 13,434 (12) 13,422
Foreign currency
translation
effects - - - - (198) - - - (198) - (198)
Transactions
with
Shareholders
Share based
payment
charge - - - - - - 1,987 - 1,987 - 1,987
Dividends paid - - - - - - - (3,131) (3,131) - (3,131)
Put Option
granted - - - - - (400) - - (400) - (400)
Non controlling
interest on
acquisition
in year - - - - - - - - - 72 72
Balance at 30
June 2016 3,053 1,705 724 (3,357) (593) (400) 2,164 90,444 93,740 (29) 93,711
========== ========== ============== ========== ============ ========== ========== ========== ============= ============ =============
Balance at 1
July
2016 3,053 1,705 724 (3,357) (593) (400) 2,164 90,444 93,740 (29) 93,711
Total
comprehensive
income for the
year
Profit for the
financial year - - - - - - - 13,394 13,394 46 13,440
Foreign currency
translation
effects - - - - (460) - - - (460) 7 (453)
Transactions
with
Shareholders
Share based
payment
charge - - - - - - 388 - 388 - 388
Dividends paid - - - - - - - (3,512) (3,512) (31) (3,543)
Shares issued 33 - - - - - - - 33 - 33
Put option
granted - - - - - (740) - - (740) - (740)
Non-controlling
interest on
acquisition
in year - - - - - - - 735 735 124 859
Balance at 30
June 2017 3,086 1,705 724 (3,357) (1,053) (1,140) 2,552 101,061 103,578 117 103,695
========== ========== ============== ========== ============ ========== ========== ========== ============= ============ =============
Cpl Resources Plc
Company Statement of Changes in Equity
for the year ended 30 June 2017
Other
undenominated Share Put
based
Share Share capital payment option Retained Total
capital premium fund reserve reserve earnings equity
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
July 2015 3,053 1,705 724 177 - 1,742 7,401
Total comprehensive
income for the
year
Profit for the
financial year - - - - - 1,911 1,911
Transactions
with shareholders
Share based payment
charge - - - 1,987 - - 1,987
Dividends paid - - - - - (3,131) (3,131)
Put Option Granted - - - - (400) - (400)
--------- --------- -------------- -------- --------- ---------- --------
------------------
Balance at 30
June 2016 3,053 1,705 724 2,164 (400) 522 7,768
========= ========= ============== ======== ========= ========== ========
Balance at 1
July 2016 3,053 1,705 724 2,164 (400) 522 7,768
Total comprehensive
income for the
year
Profit for the
financial year - - - - - 29,698 29,698
Transactions
with shareholders
Share based payment
charge - - - 388 - - 388
Dividends paid - - - - - (3,512) (3,512)
Shares issued 33 - - - - - 33
Put option granted - - - - (740) - (740)
--------- --------- -------------- -------- --------- ---------- --------
Balance at 30
June 2017 3,086 1,705 724 2,552 (1,140) 26,708 33,635
========= ========= ============== ======== ========= ========== ========
Cpl Resources Plc
Group and Company Balance Sheets
as at 30 June 2017
Group Company
2017 2016 2017 2016
Assets EUR'000 EUR'000 EUR'000 EUR'000
Non-current assets
Property, plant
and equipment 1,870 1,994 1,603 1,721
Goodwill and intangible
assets 26,002 17,489 1,316 1,421
Investments in subsidiaries - - 31,065 21,132
Deferred tax asset 710 786 70 63
Total non-current
assets 28,582 20,269 34,054 24,337
Current assets
Trade and other
receivables 99,664 90,333 119,286 122,262
Cash and cash equivalents 38,819 34,843 9,659 20,680
Total current assets 138,483 125,176 128,945 142,942
Total assets 167,065 145,445 162,999 167,279
Equity
Issued share capital 3,086 3,053 3,086 3,053
Share premium 1,705 1,705 1,705 1,705
Other reserves (2,274) (1,462) 2,136 2,488
Retained earnings 101,061 90,444 26,708 522
________
103,578 93,740 33,635 7,768
Non-controlling
interest 117 (29) - -
Total equity 103,695 93,711 33,635 7,768
Cpl Resources Plc
Group and Company Balance Sheets (continued)
as at 30 June 2017
Group Company
2017 2016 2017 2016
EUR'000 EUR'000 EUR'000 EUR'000
Current liabilities
Trade and other
payables 61,415 50,133 127,409 157,910
Total current liabilities 61,415 50,133 127,409 157,910
Non current liabilities
Contingent consideration 815 1,201 815 1,201
Put option liability 1,140 400 1,140 400
Total non current
liabilities 1,955 1,601 1,955 1,601
Total liabilities 63,370 51,734 129,364 159,511
Total equity and
liabilities 167,065 145,445 162,999 167,279
Cpl Resources Plc
Group and Company Cash Flow Statements
for the year ended 30 June 2017
Group Company
2017 2016 2017 2016
EUR'000 EUR'000 EUR'000 EUR'000
Cash flows from operating
activities
Profit for the financial
year 13,440 13,422 29,698 1,911
Adjustments for:
Depreciation on property,
plant and
Equipment 770 590 544 510
Share based payment
charge 388 1,987 - -
Amortisation of intangible
assets 459 343 450 331
Financial income (438) (61) - (33)
Financial expense 48 55 - -
Income tax expense/(credit) 2,337 1,968 (7) (35)
_______ _______ _______ _______
Operating cashflows
before changes in
working capital 17,004 18,304 30,685 2,684
(Increase)/decrease
in trade and other receivables (3,320) (4,849) 2,975 (14,429)
Increase/(decrease)
in trade and other payables 6,590 1,092 (30,881) 21,136
_______ ________ ________ ________
Cash generated from
operations 20,274 14,547 2,779 9,391
Interest (paid) (48) (55) - -
Income tax (paid) (1,825) (2,485) (6) -
Interest received 22 110 - 82
________ ________ ________ ________
Net cash from operating
activities 18,423 12,117 2,773 9,473
________ ________ ________ _______
Cash flows from investing
activities
Investments in subsidiaries - - (9,544) (3,998)
Purchase of property,
plant and
equipment (667) (684) (426) (398)
Acquisition of business
(net of cash and
loans acquired) (13,359) (5,083) - -
Purchase of intangible
assets (345) (602) (345) (569)
________ _______ _______ _______
Net cash (outflow) from
investing activities (14,371) (6,369) (10,315) (4,965)
Cpl Resources Plc
Group and Company Cash Flow Statements (continued)
for the year ended 30 June 2017
Group Company
2017 2016 2017 2016
EUR'000 EUR'000 EUR'000 EUR'000
Cash flows used in
financing activities
Shares issued 33 - 33 -
Dividends paid (3,543) (3,131) (3,512) (3,131)
________ ________
Net cash (used in)
financing activities (3,510) (3,131) (3,479) (3,131)
________ ________
Net increase/(decrease)
in cash and cash
Equivalents 542 2,617 (11,021) 1,377
Cash and cash equivalents
at beginning
of year 33,092 30,475 20,680 19,303
________ ________
Cash and cash equivalents
at
end of year 33,634 33,092 9,659 20,680
Cpl Resources Plc
Notes
1 Financial income and expenses
2017 2016
EUR'000 EUR'000
Interest (income) on cash (32) (61)
deposits
Change in fair value of financial (406) -
liabilities
_____ _____
(438) (61)
Interest expense
Interest payable 48 55
2 Income tax expense
2017 2016
EUR'000 EUR'000
Recognised in the income statement:
Current tax expense
Current year 2,276 2,299
Adjustments in relation to prior
years 6 26
_____ _____
Current tax expense 2,282 2,325
Deferred tax
Origination and reversal of
temporary differences 106 (321)
Adjustments in relation to prior
years (51) (36)
_____ _____
Total tax in the income statement 2,337 1,968
_____ _____
Cpl Resources Plc
Notes (continued)
Reconciliation of effective
tax rate 2017 2016
EUR'000 EUR'000
Profit before tax 15,777 15,390
_____ _____
Tax based on Irish corporation
tax rate of 12.5% 1,972 1,924
Non-deductible items 122 111
Other deductions 104 (110)
Differences in effective tax
rates on overseas earnings 29 45
Losses on which deferred tax
not recognised 154 8
Income taxed at higher rate 1 -
(Over) provision in prior years (45) (10)
_____ _____
Total tax in income statement 2,337 1,968
_____ _____
3 Dividends to equity shareholders
Interim dividends to equity shareholders in Cpl Resources Plc
are recognised when the interim dividend is paid by the Company.
The final dividend in respect of each financial year is recognised
when the dividend has been approved by the Company's shareholders.
During the financial year, the following dividends were
recognised:
2017 2016
EUR'000 EUR'000
Final dividend paid in respect
of previous financial year
of 5.75 cent (2016: 5.0 cent)
per ordinary share 1,756 1,527
Interim dividend paid in
respect of current financial
year
of 5.75 cent (2016: 5.25
cent) per ordinary share 1,756 1,604
Dividend paid in respect 31 -
of Non-controlling interest
3,543 3,131
The directors have proposed a final dividend in respect of the
2017 financial year of 5.75 cent per ordinary share. This dividend
has not been provided for in the Company or Group balance sheet as
there was no present obligation to pay the dividend at the year
end. The final dividend is subject to approval by the Company's
shareholders at the Annual General Meeting.
Cpl Resources Plc
Notes (continued)
4 Earnings per share
2017 2016
EUR'000 EUR'000
Numerator for basic and diluted
earnings per share:
Profit for the financial year
attributable to equity
shareholders 13,394 13,434
Denominator for basic earnings
per share:
Weighted average number of
shares in issue
for the year 30,655,391 30,545,159
Denominator for diluted earnings
per share: 30,655,391 30,545,159
Basic and diluted earnings 43.7 43.9
per share cent cent
5 Trade and other receivables
Group Company
2017 2016 2017 2016
EUR'000 EUR'000 EUR'000 EUR'000
Trade receivables 74,841 74,069 - -
Accrued income 20,581 13,623 - -
Prepayments and
other debtors 3,710 1,915 1,667 738
Corporation tax 532 726 - -
VAT - - 395 -
Amounts due from
subsidiary
undertakings - - 117,224 121,524
99,664 90,333 119,286 122,262
Amounts due from subsidiary undertakings are repayable on
demand.
Cpl Resources Plc
Notes (continued)
6 Net funds
Group Company
2017 2016 2017 2016
EUR'000 EUR'000 EUR'000 EUR'000
Cash and cash equivalents 38,819 34,843 9,659 20,680
Bank overdraft (6) (307) - -
Invoice discounting
facility (5,179) (1,444) - -
33,634 33,092 9,659 20,680
Cash and cash equivalents
in
the cash flow statement 33,634 33,092 9,659 20,680
Net funds 33,634 33,092 9,659 20,680
7 Share capital, share premium, and other reserves
2017 2016
EUR'000 EUR'000
Authorised
50,000,000 ordinary shares at EUR0.10 each 5,000 5,000
EUR'000 EUR'000
Allotted, called up and fully paid
30,875,856 (2016: 30,545,159) ordinary shares at EUR 0.10 each 3,086 3,053
The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share at meetings of the Company.
Share premium at 30 June 2017 amounted to EUR1,705,000 (2016:
EUR1,705,000).
Other reserves comprise an other undenominated capital fund of
EUR723,666 (2016: EUR723,666), a merger reserve of EUR3,357,000
negative (2016: EUR3,357,000 negative) a currency translation
reserve of EUR1,053,000 negative (2016: EUR593,000 negative), a
share based payment reserve of EUR2,552,000 (2016: EUR2,164,000)
and a put option reserve of EUR1,140,000 negative (2016: EUR400,000
negative). The merger reserve arose in 1998 when the Company
acquired by way of a share for share exchange the share capital of
two group companies formerly under common ownership, management,
and control. The translation reserve movement comprises all foreign
exchange differences from 1 July 2015 arising from the translation
of the net assets of the Group's non-euro denominated operations
including the translation of the results of such operations from
the average exchange rate for the year to the exchange rate at the
balance sheet date.
Cpl Resources Plc
Notes (continued)
8 Trade and other payables
Amounts falling due in less than one year:
Group Company
2017 2016 2017 2016
EUR'000 EUR'000 EUR'000 EUR'000
Trade creditors 2,802 2,788 940 2,135
Invoice discounting
facility 5,179 1,444 - -
Bank overdraft 6 307 - -
Accruals 33,515 25,306 2,494 3,394
VAT 10,064 8,822 - 8,094
PAYE/PRSI 9,849 11,466 - -
Amounts due to
subsidiary
undertakings - - 123,975 144,287
61,415 50,133 127,409 157,910
Amounts due to subsidiary undertakings are repayable on
demand.
Cpl Resources Plc
Notes (continued)
9 Acquisitions and disposals
On 6 June 2017 Cpl acquired a 100% shareholding in RIG
Healthcare Group ("RIG") for a cash consideration of EUR9.5m. RIG
Healthcare Group is the trading name of RIG Locums Limited and RIG
Medical Recruit Limited.
On 30 June 2017 the existing management team of RIG subscribed
for a 9% shareholding in RIG.
The acquisition is Cpl's entry to the locum doctor market and
enhances the group's operating presence in the UK.
The provisional fair values of the assets and liabilities which
were acquired, determined in accordance with IFRS, were as
follows:
Book Fair Fair
Value
Value Adjustment Value
EUR'000 EUR'000 EUR'000
Property, plant
and equipment 3 - 3
Trade and other
receivables 7,597 - 7,597
Trade and other
payables (2,741) - (2,741)
Cash acquired 144 - 144
Loans acquired (3,959) - (3,959)
Net identifiable 1,044 - 1,044
assets and liabilities ______ _______ ______
acquired
Goodwill arising 8,500
on acquisition ______
9,544
______
Satisfied by: 9,544
Cash consideration ______
10 Basis of preparation
The financial information included in this preliminary result
statement has been extracted from the Group's financial statements
for the year ended 30 June 2017 and is prepared based on accounting
policies set out therein. As permitted by EU law and in accordance
with AIM / ESM rules, the Group financial statements have been
prepared in accordance with International Financial Reporting
Standards and their interpretations issued by the International
Accounting Standards Board as adopted by the EU. The Group
Financial Statements will be filed with the Irish Registrar of
Companies and circulated to shareholders in due course.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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