Final Results

RNS Number : 9248B
Sagentia Group PLC
28 February 2011
 



 

 


28 February 2011

 

SAGENTIA GROUP PLC

 

("Sagentia" or the "Group")

 

AUDITED RESULTS

FOR THE YEAR ENDED 31 DECEMBER 2010

 

Sagentia Group plc is an international technology consulting company providing outsourced R&D consultancy services from market analysis, through product development to transfer-to-manufacturing for the medical, consumer and industrial sectors.

 

Summary:

 

·  

New Board and strengthened management team established during the year.

·  

Excellent operating performance, substantially ahead of the Group's plans for the year, reflecting the successful turnaround. Significantly improved operational and financial controls. Simplified corporate structure.

·  

Profitability ahead of upgraded market expectations.

·     Operating profit of £2.5 million (2009: £0.1 million).

·     PBT at £2.2 million (2009: Loss of £3.5 million).

·     Net income of £2.3 million (2009: Loss of £2.9 million).

·  

Diluted EPS of 6.9p (2009: Loss per share of 13.5p).

·  

Strong balance sheet with gross cash balance at 31 December 2010 of £16.4 million (2009: £4.2 million) and net funds of £8.6 million (2009: Net debt of £2.7 million).

 

For further information:

Sagentia Group plc


Martyn Ratcliffe, Chairman


Brent Hudson, Chief Executive

Tel: +44 (0) 1223 875 200

Neil Elton, Finance Director

www.sagentiagroup.com

 

Arbuthnot Securities


Nick Tulloch / Paul Gillam

Tel: +44 (0) 20 7012 2000


www.arbuthnot.co.uk

 

Media enquiries:

Abchurch


Henry Harrison-Topham / Claire Dickinson

Tel: +44 (0) 20 7398 7702

henry.ht@abchurch-group.com

www.abchurch-group.com

 

 

Notes to editors:

 

Sagentia Group plc is an international technology consulting company providing outsourced R&D consultancy services from market analysis, through product development to transfer-to-manufacture for the medical, consumer and industrial sectors.

 

Sagentia is headquartered in Cambridge, UK and has state-of-the-art facilities in the UK, the USA and Hong Kong.  The Group is listed on the AIM market of the London Stock Exchange (ticker: SAG).  For further information, please see www.sagentia.com



 

Chairman's Statement

 

The past year has seen substantial change for Sagentia, from both an operating and corporate perspective.  Through this process, the Group has delivered an excellent operational turnaround, resulting in the best financial performance for more than five years.  Furthermore, this performance has been achieved while simultaneously reducing the business risk profile and implementing more robust operational and financial control processes.  The excellent operating results in 2010 provide affirmation of the operating strategy and the combination of the operating turnaround, together with the corporate developments, provide a platform for the future development of Sagentia.

 

Brent Hudson was appointed Chief Executive in October 2009 and, with the operating management team, completed the operational restructuring, including an alignment of the business on industry sectors and a reduction in overhead costs.  Throughout the year, the Medical sector has been particularly strong.  This business is characterised by a small number of large projects, with a strong North American emphasis.  The Consumer and Industrial sectors have a higher volume of smaller projects but with a material proportion of repeat business from the Group's top customers.

 

During 2010, Sagentia experienced a corporate evolution, with a longstanding major shareholder disposing of its holding to Martyn Ratcliffe.  This change enabled the Board to be restructured and an institutional Placing to be completed, strengthening the balance sheet and providing a platform for merger and acquisition opportunities as appropriate.  In addition to Martyn Ratcliffe being appointed as Chairman, David Courtley was appointed a Non-Executive Director in April and Neil Elton was appointed Finance Director in August.  An additional Non-Executive Director is anticipated to be appointed in the current year.  

 

The Group's corporate structure has also been simplified, with the legacy Swiss holding company being placed in liquidation; a further seven legacy companies being actioned to enable the companies to be liquidated or struck off; all legacy investments being transferred to Sagentia Holdings Ltd and holding values being reviewed; the intra-group long leasehold on Harston Mill being cancelled and the freehold transferred to Sagentia Limited.  Furthermore, in January 2011 the minority shareholding in Manage5Nines Limited was acquiredand in January/February 2011, the Group's holdings in Sensortec Limited and Atranova Limited were sold such that the Group now holds just one legacy investment to which value is attributed on the balance sheet.

 

In summary, 2010 has been a year of substantial and successful change for Sagentia.  Profitability has been restored, growth in the underlying business has been generated, the risk profile has been reduced and the balance sheet has been strengthened.  As Sagentia enters the new year, the Board intends to balance operating margin and investment for growth, in order to sustain the progress achieved in 2010.  However, as a project-based consultancy, forward visibility is typically limited and, although the Group benefits from sector and geographical diversification, future demand is not predictable.  The Board therefore remains prudent in managing the business.  Nevertheless, having established a far stronger foundation, the Group now has the opportunity to build on the platform created through both investment in the organic development of Sagentia and to explore merger and acquisition opportunities, if appropriate.

 

 

Martyn Ratcliffe

Chairman

28 February 2011



Chief Executive's Review

 

Following the restructuring of the consultancy operations, Sagentia now services three industry sectors, with each business unit having responsibility for its revenue and profit contribution:  Medical (comprising Diagnostics, Surgical and Patient Care sub-sectors), Consumer and Industrial.  Most consultants are managed through four skill groups and are deployed onto projects as required, providing the Group with the benefits of scale, customers with the benefits from a breadth of experience and Sagentia's employees with a diversity of technical challenges.  Support functions (e.g. finance, marketing etc) are managed centrally.

 

Medical Sector

 

The Group's Medical sector had a very strong performance in 2010 and accounted for 60% of the total consultancy revenue.  The Diagnostics and Surgical sub-sectors significantly over-performed against their business plans, due to project extensions, new projects from existing customers and new customer wins.  These sub-sectors typically undertake large instrumentation development projects for corporate or well-financed start-up organisations and accounted for the Group's top four customers by revenue.

 

The Patient Care sub-sector was created towards the end of the year by combining the Critical Care and Drug Delivery business units, two less established activities, into a single sub-sector in order to increase the scale of these operations.  These sub-sectors performed satisfactorily during 2010 and offer opportunities for growth in the future.

 

During 2010, the Medical sector developed a number of innovative products and solutions for its customers.  Typical of large Medical projects, a number of these are continuing in 2011, including:

 

·  

North American Surgical Device Company :  Development of the customer's next generation laparoscopic devices. (Minimally Invasive Surgery (MIS) remains an important market for device manufacturers as they respond to changing cost pressures, a constantly shifting regulatory framework and the need for quicker procedures).

·  

North American Start-Up Company :  Development of a device to grow human DNA in order to enable diagnostic tests to be performed on very small samples.  This project requires a diversity of skills including pure science (optics and microfluidics) and engineering (industrial design, software, mechanical design and system integration).

·  

North American Medical Device Company :  A production cost reduction project on a long-standing diagnostic device approaching end of life.  Using a team in both the UK and Hong Kong, the device, the consumable and two accessories were redesigned, delivering approximately 75% reduction in the ex-factory cost.

 

Consumer

 

The Group's Consumer sector exceeded its target in 2010 and accounted for 18% of the total consultancy revenue.  The Consumer business undertakes a wide variety of consumer-based projects, with typically a higher proportion of market analysis work than the other sectors.  While the average project size is significantly smaller than the Medical projects, the sector has strong customer relationships with considerable repeat business from a number of large international organisations.  As a result, during 2010, the top five customers of this business accounted for 56% of the sector revenue.  Examples of projects undertaken in the Consumer Sector during the year include:

 

·  

European Multi-National Company :  Working with several divisions of this global consumer products company, Sagentia reviewed the formulation of a long-established product in order to increase market share; market analysis of devices for delivery of hair care products; and the review of the technical strategy of a personal care product.

·  

North American Multi-National Company :  Sagentia has continued to develop its relationship with this global food and drink company, performing a variety of market studies, technical reviews and assisting the scientific research team in improving the productivity of a major product line.

 

Industrial

 

The Group's Industrial sector accounted for 22% of the total consultancy revenue.  The Industrial sector had a slower start to the year than the other sectors but exceeded its target due to a stronger second half.  The Industrial business has a diverse profile with relatively modest average project size.  However, during 2010, the business has focused on establishing stronger relationships with a smaller number of customers, as a result of which the top five customers in the sector accounted for 49% of the sector revenue.

 

The Industrial sector also seeks to develop business opportunities using the Group's sensor intellectual property which has been licensed to a German organisation to expand their product range, delivering £0.3 million of product revenue from this source in 2010.  As the most diverse sector in the Group, Industrial has also been working with a North American security company reviewing technical roadmaps and technology analyses and a North American instrument manufacturer to develop their next generation high-end, high accuracy stress/strain measuring device.

 

Operations

 

Most of Sagentia's operations are based in Harston, near Cambridge, UK, but the Group also has operations in the USA and Hong Kong.  During the year, the USA operations were consolidated into Cambridge, Massachusetts, and significant changes were made to the structure of the US business to support the Group's North American customer base which accounted for approximately 50% of the consulting revenue in 2010. The Group's other international facility in Hong Kong primarily supports the Group's business sectors, providing cost-effective resource and an ability to support Sagentia's customers in transferring product developments into manufacture.  Headcount, excluding contract resources (approximately 10), at 31 December 2010 was 153 (31 December 2009: 149), of which approximately 82% were fee-earning consultants.

 

Investment has also been made in the Group's information management infrastructure.  During 2010, a new CRM system to improve the management of the sales process was implemented and the Group's financial management system is currently being upgraded.  The improvements in management reporting, together with the implementation of more robust operational and financial processes, provide greater management visibility throughout both sales and project delivery phases of our customer relationships.

 

In summary, 2010 has been a transformational year for Sagentia.  The operating results far exceeded the Board's expectations at the start of the year.  Furthermore, the strengthening of the management team, the infrastructure investments and the operational/process improvements provide an excellent platform for the year ahead.

 

Brent Hudson

Chief Executive

28 February 2011



Financial Review

 

In the twelve months ended 31 December 2010, the Group generated revenue of £20.8 million (2009: £23.4 million).  It should be noted that the 2009 revenue figures include the M-PESA project which transferred out of the Group in September 2009 and the disposed operations in Sweden, UK Public Sector and spin-out companies which in aggregate contributed revenue in 2009 of £6.3 million.  Revenue and operating expenses for 2009 have also been adjusted in accordance with the Group's change in accounting policy such that "recharged expenses" excludes incidental costs (e.g. travel), with the net cost/gain on such items now recorded in operating expenses.

 

The operating margin in 2010 was 12% (2009: 0%) which produced operating profit of £2.5 million (2009: £0.1 million).  Profit before tax was £2.2 million (2009: Loss of £3.5 million) and profit after tax was £2.3 million (2009: Loss of £2.9 million).  Due to the significant tax losses carried forward in the UK and US subsidiaries, the tax liabilities on profits are anticipated to be minimal.  Based on the average number of shares in issue during the year, diluted earnings per share were 6.9 pence (2009: Loss of 13.5 pence).  The above profit figures for 2010 include exceptional or one-off items related to the net costs of the relocation of the US operations into a single facility in Boston, a UK property rate rebate and gains/losses on legacy investments.

 

Revenue from the Consulting operations was £18.3 million, compared with £14.9 million on a comparative basis in 2009 (i.e. excluding the discontinued M-PESA project and other disposed/discontinued activities).  The Consultancy business undertook work for a total of approximately 135 customers in the year of which the top five accounted for approximately 39% and the top ten approximately 53% of the Consulting revenue.  In the period, approximately 75% of the Group's Consulting revenue was derived from overseas markets, with North America accounting for approximately 50% and Europe (excluding UK) accounting for 21%.

 

Revenue from Consulting operations includes materials used in projects recharged to Consulting customers of £1.5 million, and product and licence revenue derived from Sagentia intellectual property of £0.5 million.  Other revenue includes property income from sub-let space in the Harston Mill facility of £1.3 million and IT Support (including materials) through Manage5Nines totalling £1.2 million.  Manage5Nines provides IT services to Sagentia and third parties.  Until 14 January 2011, Sagentia owned 80% of Manage5Nines at which time Sagentia acquired the minority shareholding in the company in order to improve the IT support to the core business and simplify the corporate structure.  The Harston Mill property currently has a total of 12 tenants with current vacant space of approximately 1,700 sq ft (2% of the total lettable space).

 

The Group has a strong balance sheet with Shareholder Funds at 31 December 2010 of £22.8 million, equivalent to 54.7 pence per share (2009: Shareholder Funds of £12.7 million equivalent to 58.7 pence per share) including the Group's freehold property and the residual value of legacy investments.  The cash position was strengthened by both operating cash flow and the Placing, such that gross cash at 31 December 2010 was £16.4 million (2009: £4.2 million) and net funds were £8.6 million (2009: Net debt of £2.7 million), although it should be noted that the cash position is enhanced by seasonal factors, particularly management and employee bonus payments accrued in 2010 and payable in March 2011.  Net cash generated from operating activities was £3.4 million (2009: £1.1 million).  In October, the Group replaced the bank facility which was due to expire in March 2011; the new loan of £8.0 million is secured on the freehold property and associated lease structure and, subject to a minimum cash balance, is not subject to covenants related to the operating performance of the Consultancy business.

 

A review of the legacy investments has resulted in a charge to the income statement of £417,000, offset by a non-cash gain of £285,000 on a non-controlling loan balance, previously provided against, and a gain on the settlement of an interest rate swap of £351,000.  The net effect of all these activities in 2010 is a gain to the income statement of £219,000.  Subsequent to the year-end, two legacy investments have been sold for an aggregate cash payment of £239,000.

 

At 31 December 2010,  Sagentia Group plc, the Company, had negative retained earnings of £1.1 million, prior to dividend distributions from subsidiary companies which would leave the Company with positive distributable reserves, although the Company would need to issue further relevant accounts for the distributable reserves to be utilised.  Consistent with the Group's defined strategy, the Board is not proposing to pay a dividend for 2010, although the Board intend to keep the dividend policy under regular review.  However, with liquidity in small-cap shares sometimes unpredictable, the Board is proposing a resolution to Shareholders at the Annual General Meeting to enable the Board to buy-back shares, if appropriate and feasible.  Due to Martyn Ratcliffe's shareholding of 29.9%, the Board will therefore be seeking a waiver of Rule 9 of the UK Code on Takeovers and Mergers, in order to be able to exercise the buy-back facility if circumstances provided.


 

 

 

£000

 

Consulting

2010

Other

Total

£000

 

Consulting

2009

Other

Total

£000

Fees

16,339

7

16,346

19,333

100

19,433

IT support

-

771

771

-

757

757

Property income

-

1,280

1,280

-

1,142

1,142

Recharged project materials

1,485

442

1,927

1,518

315

1,833

Product and licence income

497

-

497

261

-

261

Revenue

18,321

2,500

20,821

21,112

2,314

23,426








Operating profit (loss)

2,186

357

2,543

306

(193)

113








Change in fair value on financial assets



 

(417)



 

(3,122)

Share based payment charge



(63)



(170)








Net finance income (charges)



89



(278)

Profit/(loss) before income tax



2,152



(3,457)

Income tax credit



165



556

Profit/(Loss) on for the year



2,317



(2,901)








Total assets



38,893



27,151

Total liabilities



(16,076)



(14,402)

Total equity



22,817



12,749








 

Neil Elton

Finance Director

28 February 2011



 

Sagentia Group plc

 

Consolidated Income Statement

For the year ended 31 December 2010

 

 





Group


 

Note




2010

£000

2009

£000








Revenue

2




20,821

23,426

Operating expenses

2,3




(18,278)

(23,313)








Operating profit

2




2,543

113

Change in fair value on financial assets





(417)

(3,122)

Share based payment charge





(63)

(170)

Profit (loss) before finance charges and tax





2,063

(3,179)








Finance costs





(608)

(436)

Finance income





346

20

Change in fair value of interest rate swap





351

138

Profit (loss) before income tax





2,152

(3,457)

Income tax credit

4




165

556

Profit (loss) for the year





2,317

(2,901)






















Profit (loss) for the year attributable to:







Equity holders of the parent





2,295

(2,945)

Non-controlling interests





22

44

Profit (loss) for the year





2,317

(2,901)















Earnings per share







Earnings / (loss) per share (basic)

5




7.0p

(13.5)p

Earnings / (loss) per share (diluted)





6.9p

(13.5)p

 



 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2010

 

 



Group




2010

£000

2009

£000






Profit (loss) for the year



2,317

(2,901)






Other comprehensive income:





Exchange difference on translating foreign operations



19

(22)






Other comprehensive income for the year, net of tax



19

(22)

Total comprehensive income for the year



2,336

(2,923)






Attributable to:





- Owners of the parent



2,314

(2,934)

- Non-controlling interests



22

11

Total comprehensive income for the year



2,336

(2,923)

 



 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2010

 

Group

Issued capital

 

 

£000

Share premium

 

 

£000

Merger reserve

 

 

£000

Investment in own shares

 

£000

Translation reserve

 

 

£000

Share based payment reserve

£000

Retained earnings

 

 

£000

Total - Shareholders funds

 

£000

Non-controlling Interest

 

£000

Total equity

 

 

£000

Balance at 1 January 2009

266

-

22,211

(111)

(677)

599

(6,901)

15,387

54

15,441












Conversion of preference shares

(49)

49

-

-

-

-

-

-

-

-

Dividends paid to minorities

-

-

-

-

-

-

-

-

(20)

(20)

Shares purchased in minorities

-

-

-

-

-

-

-

-

(30)

(30)

Own shares sold

-

-

-

111

-

-

-

111

-

111

Share options adjustment

-

-

-

-

-

170

-

170

-

170

Transactions with owners

(49)

49

-

111

-

170

-

281

(50)

231












Loss for the year

-

-

-

-

-

-

(2,945)

(2,945)

44

(2,934)












Other comprehensive income:











Exchange differences on translating foreign operations

 

-

 

-

 

-

 

-

 

(22)

 

-

 

-

 

11

 

-

 

11

Total comprehensive income for the year

 

-

 

-

 

-

 

-

 

(22)

 

-

 

(2,945)

 

(2,967)

 

44

 

(2,923)












Balance at 31 December 2009

217

49

22,211

-

(699)

769

(9,846)

12,701

48

12,749












Balance at 1 January 2010

217

49

22,211

-

(699)

769

(9,846)

12,701

48

12,749












New shares issued

200

7,800

-

-

-

-

-

8,000

-

8,000

Cost of placing

-

(331)

-

-

-

-

-

(331)

-

(331)

Share options adjustment

-

-

-

-

-

63

-

63

-

63

Transactions with owners

200

7,469

-

-

-

63

-

7,732

-

7,732












Profit for the year

-

-

-

-

-

-

2,295

2,295

22

2,317












Other comprehensive income:











Exchange differences on translating foreign operations

 

-

 

-

 

-

 

-

 

19

 

-

 

-

 

19

 

-

 

19

Total comprehensive income for the year

 

-

 

-

 

-

 

-

 

19

 

-

 

2,295

 

2,314

 

22

 

2,336












Balance at 31 December 2010

417

7,518

22,211

-

(680)

832

(7,551)

22,747

70

22,817

 

 

The Merger reserve arose as a consequence of a group reconstruction in 2008 that resulted in Sagentia Group plc acquiring Sagentia Group AG by way of a share for share exchange.

 



 

Sagentia Group plc

 

Consolidated Statement of Financial Position

At 31 December 2010

 

 

 

 

 

Group

 

Note

 

 

2010

£000

2009

£000

Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Intangible assets

 

 

 

-

-

Property, plant and equipment

 

 

 

14,112

14,334

Investments

 

 

 

-

-

Non-current assets classified as held for sale

 

 

 

1,024

1,441

Deferred income tax assets

 

 

 

3,240

3,128

 

 

 

 

18,376

18,903

Current assets

 

 

 

 

 

Trade and other receivables

6

 

 

4,087

4,000

Current tax asset

 

 

 

-

14

Cash and cash equivalents

 

 

 

16,430

4,234

 

 

 

 

20,517

8,248

 

 

 

 

 

 

Total assets

 

 

 

38,893

27,151

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

7

 

 

5,427

4,326

Current income tax liabilities

7

 

 

38

57

Borrowings

7

 

 

800

-

 

 

 

 

6,265

4,383

Non-current liabilities

 

 

 

 

 

Borrowings

8

 

 

7,000

6,927

Other creditors

8

 

 

247

173

Financial instruments

8

 

 

-

351

Deferred income tax liabilities

 

 

 

2,564

2,568

 

 

 

 

9,811

10,019

Total liabilities

 

 

 

16,076

14,402

 

 

 

 

 

 

Net assets / liabilities

 

 

 

22,817

12,749

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

Share capital

9

 

 

417

217

Share premium

 

 

 

7,518

49

Merger reserve

 

 

 

22,211

22,211

Investment in own shares

 

 

 

-

-

Translation reserves

 

 

 

(680)

(699)

Share based payment reserve

 

 

 

832

769

Retained earnings

 

 

 

(7,551)

(9,846)

 

 

 

 

22,747

12,701

Non-controlling interest

 

 

 

70

48

Total equity

 

 

 

22,817

12,749

 



 

Consolidated Statement of Cash Flows

At 31 December 2010

 

 

 

 

 

    Group

 

 

 

 

 

2010

£000

2009

£000

Profit (loss) before income tax

 

 

 

2,152

(3,457)

Depreciation and amortisation charges

 

 

 

322

367

Loss on disposal of property, plant and equipment

 

 

 

72

-

Change in fair value of held for sale assets

 

 

 

417

3,122

Change in fair value of interest rate swap

 

 

 

(351)

(138)

Share based payment charge

 

 

 

63

170

Write back of loans by non-controlling interests to subsidiary undertakings

 

 

 

 

(285)

 

-

(Increase) decrease in receivables

 

 

 

(87)

2,661

Increase (decrease) in payables

 

 

 

1,101

(1,736)

Cash generated from operations

 

 

 

3,404

989

UK corporation tax received (net)

 

 

 

33

87

Foreign corporation tax received (net)

 

 

 

11

42

Cash flows from operating activities

 

 

 

3,448

1,118

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

 

(169)

(245)

Purchase of subsidiary undertaking

 

 

 

-

(30)

Proceeds from sale of property, plant and equipment

 

 

 

-

254

Sale of current assets investments

 

 

 

-

34

Net cash disposed with subsidiary undertaking

 

 

 

-

(5)

Sale of financial assets at fair value through the profit and loss

 

 

 

 

-

 

447

Cash flows from investing activities

 

 

 

(169)

455

 

 

 

 

 

 

Issue of ordinary share capital

 

 

 

8,000

-

Placement costs

 

 

 

(331)

-

Dividends paid to minorities

 

 

 

-

(20)

Proceeds from bank loans

 

 

 

8,000

-

Repayment of bank loans

 

 

 

(6,700)

(2,613)

Cash flows from financing activities

 

 

 

8,969

(2,633)

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents in the year

 

 

 

 

12,248

 

(1,060)

Cash and cash equivalents at the beginning of the year

 

 

 

 

4,234

 

5,341

Exchange gains (loss) on cash

 

 

 

(52)

(47)

Cash and cash equivalents at the end of the year

 

 

 

16,430

4,234

 



 

Extracts from notes to the financial statements

 

 

Sagentia Group plc (the 'Company') and its subsidiaries (together 'Sagentia' or 'Group') is an international technology consulting group providing outsourced R&D consultancy services from market analysis, through product development to transfer-to-manufacturing and the development and exploitation of intellectual property.

 

The Company is the ultimate parent company in which results of all Sagentia companies are consolidated.  The Company was incorporated on 17 March 2008 in order to acquire the whole of the undertaking of Sagentia Group AG via a share for share exchange.  During 2010, the Company initiated the process of dissolving Sagentia Group AG.

 

Sagentia develops new and novel technologies in the Medical (Diagnostics, Patient Care and Surgical), Industrial and Consumer industries.  Its key areas of expertise include: engineering, electronics, life sciences, business innovation, and materials. Sagentia's facilities include offices and laboratories located in Europe in Cambridge, in the US in Cambridge, Mass, near Boston, and in Asia in Hong Kong.

 

The group and company accounts of Sagentia Group plc were prepared under IFRS as adopted by the European Union, and have been audited by Grant Thornton UK LLP.  Accounts are available from the company's registered office; Harston Mill Harston, Cambridge, CB22 7GG.

 

The Company is incorporated in England and Wales and has its primary listing on the AIM Market of the London Stock Exchange (SAG.L).  The value of Sagentia Group plc shares, as quoted on the London Stock Exchange plc at 31 December 2010, was 67.5 pence per share (31 December 2009: 18.0 pence).

 

 

Sagentia is organised on a worldwide basis into two segments, Consulting and Other. Consulting activities aggregates the three industry sectors which Sagentia now services and includes all 'fees for services' operations and product licence income generated directly from these activities.  'Other' activities include rental income from Harston Mill, income from the provision of external IT services and Venture Subsidiary activities.  The segmental analysis is reviewed up to operating profit. Other resources are shared across the Group.

 

 

Year ended 31 December 2010

 

 

Consulting

£000

Other

£000

Total

£000

Fees

 

 

16,339

7

16,346

IT Support

 

 

-

771

771

Property income

 

 

-

1,280

1,280

Recharged project expenses

 

 

1,485

442

1,927

Product and licence income

 

 

497

-

497

Revenue

 

 

18,321

2,500

20,821

 

 

 

 

 

 

Operating profit

 

 

2,186

357

2,543

Change in fair value of financial assets

 

 

 

 

 

(417)

Share based payments

 

 

 

 

(63)

Profit before finance charges and tax

 

 

 

 

 

2,063

Finance charges

 

 

 

 

89

Profit before income tax

 

 

 

 

2,152

Tax income

 

 

 

 

165

Profit for the year

 

 

 

 

2,317



 

 

Year ended 31 December 2009

 

 

Consulting

£000

Other

£000

Total

£000

Fees

 

 

19,333

100

19,433

IT Support

 

 

-

757

757

Property income

 

 

-

1,142

1,142

Recharged project expenses

 

 

1,518

315

1,833

Product and licence income

 

 

261

-

261

Revenue

 

 

21,112

2,314

23,426

 

 

 

 

 

 

Operating profit (loss)

 

 

306

(193)

113

Change in fair value of financial assets

 

 

 

 

 

(3,122)

Share based payments

 

 

 

 

(170)

Operating loss

 

 

 

 

(3,179)

Finance charges

 

 

 

 

(278)

Loss before finance charges and tax

 

 

 

 

 

(3,457)

Tax income

 

 

 

 

556

Loss for the year

 

 

 

 

(2,901)

 

Revenue from the Consulting operations were £18.3 million, compared with £14.9 million on a comparative basis in 2009 (i.e. excluding the discontinued M-PESA project and other disposed/discontinued operations in Sweden and UK Public Sector totalling £6.2 million).

 

Sagentia's two business segments operate in four main geographical areas, even though they are managed on a worldwide basis. Revenue and non-current assets by geographical area is as follows:

 

 

2010

 

2009

 

 

 

Revenue

£000

Non-current

assets

£000

 

Revenue

£000

Non-current

assets

£000

 

 

 

 

 

United Kingdom

6,984

15,133

12,328

15,703

Other European countries

4,048

-

5,471

-

North America

9,101

-

5,277

59

Other

688

3

350

13

Total

20,821

15,136

23,426

15,775

 

For the purpose of the analysis of revenue, geographical markets are defined as the country or area in which the client is based. Non-current assets are allocated based on their physical location.

 

During 2010, £2.4 million or 12% of the Group's revenues depended on a single customer in the Consulting segment.  

 

Expenses by nature

 

 

Group

Year ended 31 December

 

 

 

 

2010

£000

2009

£000

Employee remuneration and benefit expense (excluding share options)

 

 

 

 

10,808

 

12,885

Operating third party expenses

 

 

 

2,501

3,466

Occupancy costs

 

 

 

1,545

1,825

Equipment and consumables

 

 

 

366

860

Selling and marketing expenses

 

 

 

970

1,218

Depreciation of property, plant and equipment

 

 

 

 

322

 

366

Patent fees

 

 

 

70

175

Recruitment and training

 

 

 

409

293

Amortisation of intangible assets

 

 

 

-

1

Foreign currency losses (gains)

 

 

 

(150)

289

Other

 

 

 

1,437

1,935

 

 

 

 

18,278

23,313

 

Included in 'Other' were non-recurring costs of £250,000 relating to the relocation of our USA operations to Cambridge, Massachusetts and a credit of £340,000 relating to a business rates rebate dating back from 2005 to 2010.

 

Included above

 

 

Group

 

 

 

 

 

2010

£000

2009

£000

Research and development *

 

 

 

6,461

7,753

Operating lease rentals

 

 

 

 

 

·     Plant and machinery

 

 

 

60

59

·     Other

 

 

 

58

62

Auditors' remuneration

 

 

 

 

 

Services to the Company and its subsidiaries:

 

 

 

 

 

Fees payable to the Company's auditors for the audit of the financial statements

 

 

 

 

15

 

18

Fees payable to the Company's auditors and its associates for other services:

 

 

 

 

 

Audit of the financial statements of the Company's subsidiaries pursuant to legislation

 

 

 

 

 

25

 

 

30

Other non audit fees

 

 

 

17

-

 

*R&D costs are represented by staff and material costs incurred in relation to third party R&D projects.

 

The tax credit comprises:

Year ended 31 December

 

 

2010

£000

2009

£000

Foreign taxation

 

 

49

(3)

Current taxation

 

 

-

(1)

Deferred taxation

 

 

 

 

-tax losses available

 

 

112

495

-other timing differences

 

 

4

65

 

 

 

116

560

 

 

 

165

556

 

The tax on Sagentia's losses before tax differs from the theoretical amount that would arise using the weighted average statutory tax rate applicable to profits of the consolidated companies as follows:

 

 

 

 

2010

£000

2009

£000

Profit (loss) before tax

 

 

2,152

(3,457)

Tax calculated at domestic tax rates applicable to profits(losses) in the respective countries

 

 

 

(633)

 

968

Expenses not deductible for tax purposes

 

 

(222)

(294)

Income not subject to tax

 

 

2

83

Accelerated capital allowances

 

 

(97)

82

R&D tax relief

 

 

278

376

R&D tax credit received in respect of prior years

 

 

-

-

Other temporary differences

 

 

2

(28)

Tax losses for which no deferred income tax asset was recognised

 

 

 

(293)

 

(631)

Movement in deferred tax due to change in tax rate

 

 

(20)

-

Profit in the year relieved against losses for which no deferred tax asset was recognised

 

 

 

1,148

 

-

Tax credit

 

 

165

556

 

The weighted average statutory applicable tax rate was 26.3% (2009: 28.0%).

 

The Group has available tax losses of approximately £27.1 million (2009: £56.3 million).  2010 excludes all losses deemed non recoverable due to dissolution of Sagentia Group AG (£24.1 million losses) and other group companies no longer trading including Sagentia Gmbh (£0.4 million losses), Sagentia Catella (£0.3 million losses), and other Venture Subsidiaries (£1.3 million).  In addition there were £3.1 million tax losses utilised in the year.

 

 

5 Earnings / loss per share

 

The calculation of earnings / loss per share is based on the following result and numbers of shares:

 

 

 

Basic

 

 

 

2010

£000

2009

£000

 

Profit (loss) for the financial year

 

 

 

2,317

 

(2,901)

 

 

Weighted average number of shares:

 

 

2010

Number

2009

Number

For basic earnings per share

 

 

33,011,266

21,542,490

For fully diluted earnings per share

 

 

33,563,343

21,840,881

 

Options have no dilutive effect in loss-making years, and hence the diluted loss per share for 2009 is the same as the basic loss per share.

 

Basic earnings per share in 2010 on the above basis were 7.0p and fully diluted earnings per share were 6.9p (2009 : basic loss per share of 13.5p). The equivalent basic earnings per share for 2010 based on the number of shares in issue at the year end of 41,723,595, would have been 5.6p.

 

6 Trade and other receivables

 

 

 

Group

 

 

 

 

2010

£000

2009

£000

Current assets:

 

 

 

 

Trade receivables

 

 

3,794

3,424

Provision for impairment

 

 

(345)

(273)

Trade receivables - net

 

 

3,449

3,151

Amounts recoverable on contracts

 

 

125

554

Other receivables

 

 

22

-

VAT

 

 

58

-

Prepayments and accrued income

 

 

433

295

 

 

 

4,087

4,000

Current tax asset

 

 

-

14

 

 

 

4,087

4,014

 

All amounts disclosed above are short-term.  The carrying value of trade receivables is considered a reasonable approximation of fair value.

 

All of Sagentia's trade and other receivables have been reviewed for indicators of impairment.  Certain trade receivables were considered to be impaired and a provision of £345,000 (2009: £273,000) has been provided in the year.  In addition, some of the unimpaired trade receivables are past due as at the reporting date.

 

 

 

Group

 

 

 

 

2010

£000

2009

£000

Provision brought forward

 

 

273

226

Debts written off

 

 

(73)

(51)

Provision released

 

 

(182)

(175)

Provision made

 

 

327

273

Provision carried forward

 

 

345

273

 

The age of trade receivables overdue due but not impaired is as follows:

 

 

Group

 

 

 

 

2010

£000

2009

£000

Not more than 3 months

 

 

951

1,616

More than 3 months but not more than 6 months

 

 

19

48

More than 6 months but not more than 1 year

 

 

-

-

More than 1 year

 

 

-

-

 

 

 

970

1,664

 

 

7 Current liabilities

 

 

 

 

Group

 

 

 

 

 

2010

£000

2009

£000

Trade and other payables - current

 

 

 

 

 

Payments received on account

 

 

 

1,633

1,775

Trade payables

 

 

 

449

638

Other taxation and social security

 

 

 

467

391

Amounts owed to group undertakings

 

 

 

-

-

VAT

 

 

 

17

168

Accruals

 

 

 

2,861

1,354

 

 

 

 

5,427

4,326

Bank borrowings

 

 

 

800

-

Current tax liabilities

 

 

 

38

57

 

 

 

 

6,265

4,383

 

8 Other non-current liabilities

 

 

 

 

Group

 

 

 

 

 

2010

£000

2009

£000

 

 

 

 

 

 

Loans from minorities to subsidiaries

 

 

 

-

427

Bank borrowings

 

 

 

7,000

6,500

 

 

 

 

7,000

6,927

Other payables

 

 

 

247

173

Fair value of interest rate swap

 

 

 

-

351

Deferred income tax liabilities

 

 

 

2,564

2,568

 

 

 

 

9,811

10,019

 

9 Called-up share capital

 

 

 

 

 

2010

£000

2009

£000

Authorised

 

 

 

 

Ordinary shares of £0.01 each

 

 

465

465

Allotted, called-up and fully paid

 

 

 

 

Ordinary shares of £0.01 each

 

 

417

217

 

 

 

Number

Number

Authorised

 

 

 

 

Ordinary shares of £0.01 each

 

 

46,534,390

46,534,390

Allotted, called-up and fully paid

 

 

 

 

Ordinary shares of £0.01 each

 

 

41,723,595

21,723,595

 

10 Statement by the directors

 

The preliminary results for the year ended 31 December 2010 and the results for the year ended 31 December 2009 are prepared under International Financial Reporting Standards as adopted for use in the EU ("IFRS").  The accounting policies adopted in this preliminary announcement are consistent with the Annual Report for the year ended 31 December 2010.

 

The financial information set out above, which was approved by the Board on 28 February 2011, is derived from the full Group accounts for the year ended 31 December 2010 and does not constitute the statutory accounts within the meaning of section 434 of the Companies Act 2006.  The Group accounts on which the auditors have given an unqualified report, which does not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2010, will be delivered to the Registrar of Companies in due course.

 

The Board of Sagentia approved the release of this audited preliminary announcement on 28 February 2011.

 

The Annual Report for the year ended 31 December 2010 will be posted to shareholders in due course and will be delivered to the Registrar of Companies following the Annual General Meeting of the Company.  The report will also be available on the investor relations page of our website.  Further copies will be available on request and free of charge from the Company Secretary.


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