Last checked at 6 Apr 2009 12:00
IQ Holdings Plc
(AIM: IQH)
Final Results
Year Ended 30 September 2008
The Board of IQ Holdings Plc ("IQ Holdings" or "the Company"), the AIM listed specialist business research company, is pleased to announce final results for the year ended 30 September 2008.
Chairman's Statement
I am pleased to announce the results of IQ Holdings plc ("IQH" or "the Company") for the year ended 30th September 2008. The results reflect the merger and integration of the traditional business of IQ Research Limited ("IQR") with Rosslyn Research Ltd ("Rosslyn") which was acquired in November 2007. This has now been achieved and subsequent to the year end the Company acquired the three businesses known as Viewpoint Field, Viewpoint Studios and The Wire from Media Square plc. After careful consideration and advice it was subsequently decided to cease trading The Wire. However, the board believes the trading of the other two businesses will have a positive effect on the Company and its future trading and profitability.
Whilst the figures for the year under review show a larger than anticipated loss, they do include certain items linked with the acquisition of Rosslyn which will not be repeated in the current year. The acquisition of Viewpoint Field and Viewpoint Studios, in particular, will enable IQH to offer a greater range of research and other services.
Immediately following the acquisition of the three businesses from Media Square plc Joe Seydel retired from his role as Managing Director of Rosslyn. This was always envisaged, but I am pleased to say that Joe is remaining as a Non-Executive Director of the Company. We will therefore continue to have the benefit of his considerable experience and knowledge of the research industry. Similarly Neil McGowan has stood down as Finance Director of the Company but is continuing in a non executive capacity. I would like to thank him for his support given to IQH since its original listing on PLUS in 2005. We will continue to have the benefit of Neil's considerable experience and financial expertise. In succession to Neil, we are very pleased to welcome John Mitchel as Finance Director of the Company. John previously worked as Group Financial Controller for Media Square plc and his knowledge of the three businesses acquired will assist him in fulfilling his new role within the Company.
The Board have carefully considered their responsibilities regarding these financial statements and the relevance of the going concern assumption. In the short term, the difficult economic conditions that we all face indicate that additional financing will be required over and above that secured as part of the recent acquisitions. Preliminary discussions with the Company's funders and certain shareholders have indicated that that funding will be available. Consequently, your Board is confident that following the recent acquisitions and the changes identified above the Company will continue to develop and expand and, in particular, return to profitability.
Finally I would like to extend my thanks and appreciation to my colleagues and all staff. The last year has been one of development in difficult times. We now look forward to the future as a much larger and hopefully profitable Company.
Tim Hearley
Chairman
3rd April 2009
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2008
| 2008 | 2007 | ||
| Note | |||
| £'000 | £'000 | ||
| Continuing operations | |||
| Revenue | 908 | 418 | |
| Cost of sales | (461) | (106) | |
| Gross profit | 447 | 312 | |
| Other administrative expenses | (878) | (470) | |
| Loss from operating activities | (431) | (158) | |
| Net finance expense | (9) | (3) | |
| Loss before taxation | (440) | (161) | |
| Tax | |||
| Loss from continuing operations | (440) | (161) | |
| Loss per ordinary share | |||
| Basic | 3 | (0.6)p | (1.7)p |
| Diluted | 3 | (0.6)p | (1.7)p |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2008
|
| Called up share capital | Share premium account | Profit and loss account | Total Equity | |
|
|
| £'000 | £'000 | £'000 | £'000 |
|
|
| ||||
| At start of period |
| 63 | 49 | (297) | (185) |
| Issue of shares (net of issue costs) |
| 36 | 145 | - | 181 |
| Loss for the year |
| - | - | (161) | (161) |
|
| |||||
| As at 30 September 2007 |
| 99 | 194 | (458) | (165) |
|
| |||||
| Issue of shares (net of issue costs) |
| 247 | 790 | - | 1,037 |
| Loss for the year | - | - | (440) | (440) | |
| As at 30 September 2008 |
| 346 | 984 | (898) | 432 |
CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER 2008
|
|
| 2008 | 2007 |
|
|
| £'000 | £'000 |
| Non current assets |
| ||
| Property, plant and equipment |
| - | - |
| Goodwill |
| 1,122 | 98 |
| Total non current assets |
| 1,122 | 98 |
|
| |||
| Current assets |
| ||
| Trade and other receivables |
| 224 | 301 |
| Cash and cash equivalents |
| 13 | 6 |
| Total current assets |
| 237 | 307 |
| Total assets |
| 1,359 | 405 |
| Current liabilities | |||
| Short-term borrowings |
| (169) | (42) |
| Trade and other payables |
| (745) | (510) |
| Total current liabilities |
| (914) | (552) |
| Non current liabilities | |||
| Long-term borrowings |
| (13) | (18) |
| Total non current liabilities |
| (13) | (18) |
| Total liabilities |
| (927) | (570) |
| Net assets/(liabilities) |
| 432 | (165) |
| Equity | |||
| Called up share capital |
| 346 | 99 |
| Share premium account |
| 984 | 194 |
| Profit and loss account |
| (898) | (458) |
| Equity Attributable to Equity Holders of the Parent |
| 432 | (165) |
CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2008
|
|
| 2008 | 2007 |
|
|
| £'000 | £'000 |
| Net cash from operations |
| (198) | (30) |
| Interest paid |
| (11) | (4) |
| Cashflow from operating activities |
| (211) | (34) |
| Cashflow from investing activities | |||
| Acquisition of subsidiary undertakings (net of shares) |
| (625) | - |
| Interest received |
| 2 | 1 |
| Net cash used in investing activities |
| (623) | 1 |
| Financing | |||
| Proceeds from issue of shares |
| 966 | 85 |
| Costs of share issue |
| (130) | - |
| Repayments of directors loans |
| (4) | - |
| Debt acquired on acquisition of subsidiary undertakings |
| (129) | - |
| Repayment of bank loans |
| (12) | (56) |
| Net cash from financing activities |
| 691 | 29 |
| Net decrease in cash and cash equivalents |
| (141) | (6) |
| Cash and cash equivalents at beginning of period |
| 3 | 9 |
| Cash and cash equivalents at end of period |
| (138) | 3 |
| Comprising: | |||
| Cash per Balance Sheet |
| 13 | 6 |
| Bank overdrafts |
| (151) | (3) |
| Cash and cash equivalents for cash flow statement purposes: |
| (138) | 3 |
Selected Notes to the Financial Statements for the Year Ended 30 September 2008
1. Basis of Preparation and Going Concern
The Company and its subsidiaries (or "the Group") incurred a net loss of £440,000 during the year ended 30 September 2008 and, as of that date, the Group's current liabilities exceeded its current assets by £677,000. These conditions, along with other matters explained below and in the Chairman's Report, indicate the existence of a material uncertainty which may cast significant doubt about the Company's and Group's ability to continue as a going concern. The financial statements do not include the adjustments, to the balance sheet that would result if the Company or Group was unable to continue as a going concern.
The Directors have considered the financial projections for the period to 30 September 2010. These indicate that whilst the Group is expected to be profitable, the ability of the Group to meet its financial commitments will be dependent on the success of the management team in continuing to secure new contacts, the continued support of creditors and financiers and/or additional support from shareholders. The Board has received positive indications that this support will be available and that sufficient funds will be available to meet its financial commitments and has, consequently, prepared the financial statements on a going concern basis. These matters do, though, constitute a fundamental uncertainty. The financial statements do not contain any adjustment to the carrying value of assets or liabilities that might arise if the Group were not to be a going concern.
Without qualifying their opinion, the independent auditors have drawn attention to this matter in their report.
2. General Information
The financial information herein does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information has been extracted from the Company's 2008 statutory financial statements upon which the auditors reported on 3 April 2009. Their opinion does not include any statement under section 237 of the Companies Act 1985.
3. Loss Per Share
The calculation is based on the loss attributable to ordinary shareholders divided by the weighted average number of Ordinary Shares in issue during the period as follows:
|
| 2008 | 2007 |
|
| £'000 | £'000 |
| Numerators: Loss attributable to equity | 440 | 161 |
| Denominators: weighted average number of equity shares | No. '000 | No. '000 |
| Basic and Diluted | 74,983 | 9,420 |
4. Acquisitions
On 27 November 2007, IQ Holdings plc acquired the entire issued ordinary share capital of Rosslyn Research Limited for a total consideration of £600,000, (£400,000 cash £200,000 in shares). A further £226,000 of professional fees and expenses were incurred during the transaction.
For the period post acquisition, the subsidiary contributed revenue and loss to Group as follows:
|
| Rosslyn Research Ltd | ||||
|
|
|
|
|
| £'000 |
| Revenue | 494 | ||||
| Loss | (49) | ||||
If the acquisition had taken place on 1 October 2007, group revenue would have been £933,000, and loss before allocations would have been £508,000. These amounts have been calculated using the Group's accounting policies.
The assembled workforce, profitability and the synergies that the Group will obtain all contributed to the amount paid for goodwill. Those assets do not meet the recognition criteria prescribed by IFRS 3 - Business Combinations and therefore have not been recognised as separate intangible assets, but assumed in goodwill.
5. Annual Report
Copies of the annual report are being posted to shareholders and will be made available via the IQ Holdings plc website (http://www.iqresearch.co.uk/).
| IQ Holdings | Tel: 020 7328 8823 |
| Tim Hearly, Chairman | |
| | |
| Grant Thornton UK LLP (Nomad) | Tel: 0207 383 5100 |
| Fiona Kindness / Gerry Beaney | |
| | |
| SVS Securities plc (Broker) | Tel: 0207 638 5600 |
| Ian Callaway | |
| | |
| Bishopsgate Communications | Tel: 020 7562 3350 |
| Jenni Herbert / Robyn Samuelson | |