Audited results for the year ended 31 December 2013
Sagentia Group plc (‘Sagentia’ or the ‘Group’) reports its audited results for the year ended 31 December 2013.
- Group revenue increased by 37% to £30.6 million (2012: £22.3 million)
- Organic revenue growth of 27% to £28.2 million (excluding businesses acquired in year)
- Adjusted* operating profit increased by 48% to £5.7 million (2012: £3.9 million)
- Group profit-before-tax increased by 65% to £4.9 million (2012: £3.0 million)
- Adjusted* diluted EPS increased by 34% to 12.2 pence (2012: 9.1 pence). Statutory diluted EPS of 11.2 pence (2012: 7.5 pence)
- Gross cash of £22.4 million (2012: £19.2 million) and net funds of £12.6 million (2012: £12.9 million) after £3.8 million net cash expenditure on acquisitions during the year
- Proposed dividend of 1.1 pence per share (2012: 1.0 pence)
* Throughout this statement, adjusted operating profit excludes share based payment charges, amortisation of acquisition related intangible assets and exceptional items.
Sagentia Group plc reports a very satisfactory operating performance for the year ended 31 December 2013, delivering revenue growth, both organic and through acquisition, while maintaining strong operating margins and cash flow. The first half of the year was exceptional with a number of large product development projects being delivered, while performance in the second half of the year benefitted from the acquisition of OTM Consulting Limited (‘OTM’) in July 2013.
Group revenue increased by 37% to £30.6 million (2012: £22.3 million) in total and by 27% to £28.2 million on an organic basis (excluding revenue derived from businesses acquired during the year). Consultancy fees increased by 44% to £25.8 million (2012: £17.9 million) of which acquisitions accounted for £2.4 million in the year. Adjusted operating profit increased by 48% to £5.7 million (2012: £3.9 million), representing a very strong adjusted operating margin of 18.8% (2012: 17.4%), benefitting from the receipt of a one-off royalty of £0.4 million. The results in the first half of the year also benefitted from a relatively weaker currency exchange environment, although with the strengthening of Sterling in the latter part of 2013, for the year as a whole the average exchange rate was not materially different to 2012. Cash balance at 31 December 2013 was £22.4 million (2012: £19.2 million) with net funds of £12.6 million (2012: £12.9 million), after acquisition consideration payments of £3.8 million (net of cash acquired). (Adjusted operating profit excludes share based payment charges, amortisation of acquisition related intangible assets and exceptional items).
Business summary and operational review
Sagentia Group plc provides outsourced science, technology and product development consultancy services to a wide range of markets. The majority of the Group’s revenues are derived from projects operated on behalf of clients on a time and materials basis, although some projects, particularly technology advisory work, are undertaken on a fixed price basis. The Group’s operations are based primarily in Harston, near Cambridge, UK and in Boston, Massachusetts, in the US. Following the acquisition of OTM Consulting Limited, the Group also has offices in Guildford, UK; Houston, Texas, USA; and Dubai, UAE. The Group is also opening an office in London to support the Technology Advisory strategy outlined below.
Revenue from Medical customers increased by 25% to £13.1 million (2012: £10.5 million) and accounted for approximately 46% of Group Core Business revenue for the year (2012: 53%). Projects in the medical market are generally for large corporate or well-financed start-up organisations and therefore, while these large projects generally tend to provide Sagentia with greater demand visibility, they do also result in greater customer concentration and changed priorities by clients may impact on Sagentia’s performance at short notice. The global medical market continues to be dominated by North American companies and in 2013 approximately 82% of the revenue derived from Sagentia’s Medical customers was sourced from North America (2012: 64%).
Sagentia reported growth of approximately 67% to £15.2 million (2012: £9.1 million) from the Group’s Commercial customers, reflecting good organic growth and the benefits of the OTM acquisition. While the average project size from Commercial customers is generally smaller than for Medical projects, Sagentia has strong customer relationships with considerable repeat business from a number of large international organisations. The inclusion of OTM in the second half of 2013 and the continued development of key client accounts in the consumer and industrial markets, resulted in a significant year-on-year increase in Commercial market revenues, such that Commercial customers accounted for approximately 54% of the Group’s Core Business revenue (2012: 47%) in the year.
Most of the Group’s consultants are currently managed through five skill groups (Science & Technology, Embedded Software, Mechanical Engineering and Design, Project Management and Technology Advisory) and are deployed onto projects as required. This structure provides the Group with the benefits of scale; customers with access to a breadth of science, technology & engineering expertise; and Sagentia’s employees with a diversity of technical challenges. Support functions (e.g. finance, HR, legal, marketing and IT) are managed centrally to maximise the benefits of scale from shared resources. Group headcount, excluding contract resources, at 31 December 2013 was 218 (31 December 2012: 155).
On 9 July 2013, Sagentia announced the acquisition of OTM, an international technology consultancy specialising in the oil, gas and alternative energy sectors. This acquisition accelerated the Group’s development in this identified target market. Integration of OTM has progressed satisfactorily and joint marketing activities are affirming the potential synergies between the OTM and Sagentia offerings. There are no deferred payments associated with the OTM acquisition.
The Group also acquired Quadro Design Limited (formerly QDA Limited) (‘Quadro’) on 14 February 2013. Quadro is a small industrial design company and during the year has demonstrated the benefits from enhancing the offerings of Sagentia. The first year’s earn-out target has been achieved.
During the latter part of the year, the Board has undertaken a review of the Group’s outsourced IT services business, Manage5Nines Limited. This business is not core to the operations of the Group and has no strategic fit with the future direction of Sagentia. In an increasingly challenging market for IT services and with revenue declining, after considering a number of alternative options the Board resolved to wind down the business activities of Manage5Nines over a period of time. In 2013, Manage5Nines revenue declined by 16% to £1.1 million with £40,000 profit before tax contributed to the Group, before £0.2 million of provisions related to the wind down of the business (2012: £1.3 million revenue and profit before tax of £0.2 million).
Over the past few years the Board has successfully refocused the Group on its core discipline of providing outsourced science, technology and engineering services. As the Group develops, both through organic growth and acquisitions, the service offerings are now being extended. In particular, while Sagentia has offered technology advisory services for some years, the Board believe that there is a significant opportunity to accelerate growth from these specialty consultancy areas and has increased investment to pursue this opportunity.
Therefore, the Board has reviewed the structure of the Group and with effect from 1 January 2014 its core business comprises two operating divisions:
- The Product & Technology Development division represents the majority of the existing business that is focussed on science, product and technology development. The division incorporates the Quadro industrial design business acquired in 2013.
- The Technology Advisory division provides technology advisory services to a number of market sectors (e.g. Healthcare and Energy) but also provides horizontal speciality services (e.g. Intellectual Property). The division incorporates the OTM business acquired in 2013 which will continue to focus on providing technology advisory services to the oil and gas market under the OTM brand.
In November 2013, after three years at Sagentia, Neil Elton, Finance Director, notified the Board of his intention to leave the Company to pursue a new challenge. Mr Elton made a significant contribution to the successful turnaround and development of the Group and the Board wish him well for the future. A charge of £123,000 is included in the income statement for the year relating to associated one-off charges, reflecting the settlement of contractual obligations by the Company.
On 27 January 2014, Rebecca Hemsted was appointed as Finance Director of Sagentia Group plc. Ms Hemsted is a Chartered Accountant and has a degree in Physics from the University of Oxford. She qualified at Deloitte where she spent six years including three years in New Zealand and was most recently Business Finance Partner for the Managed Services Business of RM plc.
Sharing in success
As a science and technology consultancy, where Sagentia clients value and procure the Group’s high levels of expertise in solving complex science, technology and engineering challenges, it is not rhetoric in stating that the Group’s assets are its people. The deep scientific skill base, built up over 27 years has, over the past four years, been combined with effective business management to deliver substantial returns for Sagentia shareholders.
The Board of Sagentia remains committed to delivering shareholder value over the medium term and believes that sharing the rewards of the Group’s endeavours reinforces that objective. Consistent with this philosophy, every employee of Sagentia (excluding the Chairman, Non-executive Directors, and sales staff who are incentivised by way of sales commissions) is a member of the Group bonus scheme which is primarily based on the performance of the Group as a whole, an approach that reinforces the cooperation and collaboration that is essential in solving the challenges which Sagentia confronts every day for its clients. For 2013, the average bonus payment per employee as a percentage of basic pay was 21.3% (2012: 13.7%), reflecting the strong performance in the year.
Sagentia’s business is focussed on science, technology and engineering. The associated benefit to society and the economy derived from the Group’s work is not insignificant. During 2013, Sagentia has worked on projects which have produced significant tangible economic benefits to clients targeting the consumer market; developed world-leading science and technology solutions for industrial clients; while in parallel working on life-changing projects in the medical field. Whilst the Board is very clear that Sagentia is a commercial organisation, it also recognises Sagentia’s corporate social responsibility, although firmly believes that such activities should be aligned with shareholder objectives. As a result, in 2013, Sagentia launched a STEM (Science, Technology, Engineering and Mathematics) Bursary Programme for up to ten undergraduate students per annum at leading UK science, technology and engineering universities. These students also receive priority in undertaking paid sandwich year placements and summer experience work placements with Sagentia. This initiative follows on from the enhancements made to Sagentia’s Graduate Recruitment Programme introduced in 2012, whereby Sagentia contributes towards student loan repayments for the first three years of employment to assist young graduates joining Sagentia. These tangible actions reflect Sagentia’s positive contribution to education of STEM students and the alignment of its corporate social responsibility programmes with long term shareholder objectives.
Annual General Meeting
The Annual General Meeting (‘AGM’) will be held on 20 May 2014. In 2013 the Group paid a maiden dividend and advised that in the future, the Board anticipated recommending a single dividend being paid each year. For 2013 the Board recommends a dividend of 1.1 pence per share (2012: 1.0 pence) which, subject to shareholder approval, will be payable on 12 June 2014 to shareholders on the register at the close of business on 23 May 2014. Since the Group remains focused on growth, including investment in its current operations and exploring potential acquisition opportunities, the Board does not anticipate any material change in the level of dividends in the foreseeable future.
As in previous years, the Board will also seek approval from Shareholders at the AGM for authority to acquire up to 10% of the issued share capital of the Company so that, if deemed appropriate and in the best interests of shareholders, the Company may undertake further share purchases in the coming year. Due to the shareholding of the Chairman (32.5% at 31 December 2013), this authority will again be conditional on the passing of a general authority Panel Waiver by shareholders and on Takeover Panel approval of a waiver of Rule 9 of the UK Code on Takeovers and Mergers.
In summary, 2013 had an exceptional start to the year, with the Group simultaneously servicing the peak phases on a number of large projects. As anticipated, the second half returned to more normal operating levels. While for the year as a whole the average currency exchange rates did not have a material effect on 2013 performance relative to 2012, an assessment of the impact of the recent volatility in currency exchange rates is provided in the Finance Director’s Report. Overall, Sagentia produced another very satisfactory performance for the year, a great credit to the management team and staff who have now delivered four years of consistently strong performance, after many prior years of losses, a recovery that has been undertaken during an economically challenging period.
For a science, technology and engineering services business of Sagentia’s size, the Group’s operating margins are towards the upper end of its peer group, benefitting in 2013 from the one-off licence receipt. However, the Board is committed to balancing operating margin and investments in order that the Group’s performance is sustained and shareholder value is enhanced over the medium term. As such, whilst the Board will remain cautious and prudent in managing the day-to-day business, it will explore and invest in growth opportunities that are anticipated to deliver medium term benefits to shareholders.
The Board continues to evaluate corporate opportunities to accelerate the growth of Sagentia. During the year, numerous potential acquisitions were evaluated and two transactions were completed. Sagentia remains active in its pursuit of such opportunities, although there can be no certainty that any transaction(s) will occur.
Martyn Ratcliffe, Chairman
Finance Director's report
In the year ended 31 December 2013, the Group generated revenue of £30.6 million (2012: £22.3 million), a 37% increase. On an organic basis (excluding revenue derived from businesses acquired during the year), revenue increased by 27% to £28.2 million (2012: £22.3 million).
Adjusted operating profit increased by 48% to £5.7 million (2012: £3.9 million). The resulting adjusted operating margin was 18.8% (2012: 17.4%). Unadjusted operating profit increased by 66% to £5.4 million (2012: £3.2 million). Profit before tax increased by 65% to £4.9 million (2012: £3.0 million). On an organic basis, profit before tax increased by 58% to £4.7 million. (To provide a better guide to underlying business performance, adjusted operating profit excludes the amortisation of acquisition related intangible assets, share based payment charges and other exceptional items. The exceptional cost in the prior year of £0.5 million related to the resignation of the Chief Executive Officer in October 2012.)
A significant proportion of the Group’s revenue is denominated in US Dollars and Euros and changes in exchange rates can have a significant influence on the financial performance. In 2013, £13.9 million of the Group revenue was denominated in US Dollars at an average exchange rate of 1.57 (2012: £15.9 million at 1.59) and £1.3 million was denominated in Euros at an average exchange rate of 1.18 (2012: £1.9 million at 1.23). At 28 February 2014, the US Dollar exchange rate was 1.67 and the Euro rate was 1.21. If the 28 February 2014 exchange rates had prevailed throughout 2013, it is estimated that the adjusted operating profit in the year would have been lower by approximately £0.8 million.
At 31 December 2013, Sagentia had £19.4 million (2012: £23.0 million) of tax losses carried forward of which £12.6 million related to trading losses which are anticipated to be used to offset future trading profits. As at 31 December 2013, all of these carried forward trading tax losses have been recognised as a deferred tax asset in the balance sheet. This asset will reduce as the tax losses are utilised, the effect of which will be that from 2014 it is anticipated that the tax charge reported in the statutory accounts will more closely reflect the corporation tax rate with a corresponding effect on reported profit after tax and earnings per share. However, the Board anticipate that, in view of the tax losses carried forward, the Group’s cash outflow related to tax will continue to be limited for the foreseeable future.
Based on the average number of shares in issue during the year, adjusted basic earnings per share (‘EPS’) from continuing operations increased by 40% to 13.4 pence (2012: 9.6 pence) and adjusted diluted EPS from continuing operations increased to 12.2 pence (2012: 9.1 pence). For future comparison purposes, taking into account the accounting treatment of tax losses referenced above, adjusted basic EPS, normalised at the corporation tax rate for 2013 would have been 10.9 pence and “normalised” adjusted diluted EPS would have been 9.9 pence. On a statutory basis, basic earnings per share from continuing operations increased by 57% to 12.4 pence (2012: 7.9 pence) and diluted EPS from continuing operations increased to 11.2 pence (2012: 7.5 pence).
On 8 July 2013, Sagentia acquired OTM Consulting Limited, an international technology consultancy specialising in the oil, gas and alternative energy sectors, for consideration of £6.3 million, comprising £5.3 million in cash and £1.0 million in Sagentia shares. OTM net assets at completion were £1.1 million including £1.5 million in cash. OTM contributed £2.1 million revenue and £0.2 million profit before tax to the Group in the second half of 2013. Goodwill on acquisition has been calculated at £3.5 million with acquisition intangible assets of £2.2 million represented by customer relationships.
On 14 February 2013, Sagentia acquired Quadro Design Limited, a small industrial design company. Consideration is based primarily on an earn-out agreement over three years with an initial consideration of £14,000 and a maximum contingent consideration of 180,000 shares in Sagentia. Given the early stages of investment in the business, the contribution during 2013 was immaterial.
The Group reports its results under two business segments. The ‘Core Business’ represents all revenues derived from consultancy fees (excluding IT services) and project expenses recharged on consultancy projects, together with revenues from product sales and licence income. The ‘Other’ segment comprises fees and recharged project expenses derived from outsourced IT services (Manage5Nines Limited, a wholly owned subsidiary) and property income.
Revenue from Core Business activities increased by 45% to £28.3 million, of which £2.4 million relates to post-acquisition revenues from the acquired businesses, compared with £19.6 million in 2012. Excluding post-acquisition revenues, Core Business revenues were £26.0 million, representing a 33% annual increase. Consultancy fees, which exclude recharged material revenues, product and licence income and other non-Core revenues, increased by 44%, of which £2.4 million was derived from acquisitions. Revenue from Core Business operations includes materials used in projects recharged to customers of £2.1 million (2012: £1.5 million), and product and licence revenue of £0.5 million (2012: £0.2 million). The increase in licence revenue reflects a one-off licence of £0.4 million.
Other revenue includes property income from rental space let in the Harston Mill facility of £1.2 million (2012: £1.4 million). As Sagentia has grown, it has taken on more space in the Harston Mill site, a trend that the Board anticipates will continue in the medium term. The Harston Mill property currently has a total of 8 tenants (2012: 10 tenants). Approximately 7,400 square feet, or 18% of the total lettable area was available at the beginning of 2014 and is currently being marketed. Other revenue also includes IT Support (including materials) through Manage5Nines Limited totalling £1.1 million (2012: £1.3 million). The Board reviewed the future of this business and the decision was taken towards the end of 2013 to wind down the operations of Manage5Nines Limited. The results for 2013 include a provision of £0.2 million related to the costs of this action. As management do not consider this to be a major line of business for the Group, under IFRS 5, the results of the business have not been disclosed as a discontinued operation.
In September 2013, the Group entered into a new £10.0 million term loan with Lloyds TSB Bank plc (‘Lloyds’) for a term of five years with £5.0 million amortising and the remaining £5.0 million repayable at term. This loan is secured solely on the freehold property at Harston and subject to maintaining cash balances in excess of £2.0 million, the loan is not subject to operating covenants. The loan replaces the previous facility which was due to expire in October 2015 and on which there was an outstanding balance of £5.8 million. The new loan was used to pay down the outstanding balance on the previous loan. The Group has also entered into a five year interest rate swap, the effect of which is to fix the interest rate on the new loan at approximately 3.9%, a reduction on the fixed rate of 4.7% in place on the previous loan. The Group has cancelled the previous interest rate swap at a one-off cost of £0.2 million, the charge for which has been recognised in 2013. The Group has adopted hedge accounting under IAS 39 and the £41,000 loss on the interest rate hedge as at 31 December 2013 has been recognised in reserves (2012: nil).
The Group has a strong balance sheet with Shareholders’ Funds at 31 December 2013 of £31.1 million, equivalent to 80.6 pence per share (2012: Shareholders’ Funds of £25.3 million equivalent to 68.9 pence per share) including the Group’s freehold property in Harston. The gross cash position at 31 December 2013 was £22.4 million, (2012: £19.2 million) and net funds were £12.6 million (2012: £12.9 million), after net acquisition consideration payments of £3.8 million. It should be noted that, as in previous years, the year-end cash position is enhanced by seasonal factors, particularly management/employee bonus payments accrued in 2013 and payable in March 2014. Net cash generated from operating activities was £3.9 million (2012: £3.7 million). Debtor days were 48 days (2012: 31 days) and combined debtor and WIP days were 21 (2012:11).
The freehold property at Harston was valued in July 2010 by Savills for Lloyds. As part of the refinancing, in August 2013, the freehold property was again valued by Savills. Under the assumptions used, including tenant covenant strength and market rents, the latest indicative valuation range for the building was between £12.9 million (2010: £11.9 million) based on occupational tenancies, and £18.0 million (2010: not less than £14.0 million) under a sale and leaseback scenario. The Board has not adjusted the carrying value of the property on the balance sheet.
Rebecca Hemsted, Finance Director