Renovo. Building a successful customer focussed SME lender

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1 Renovo Building a successful customer focussed SME lender Annual report and accounts

2 Contents A. Strategic report A1 Chairman s statement 6 A2 Business model and strategy 8 A2.1 The Group s business 8 A2.2 Principal risks and uncertainties 10 A3 Financial and business review A3.1 Financial review 12 A3.2 Business review 13 A4 Going concern 15 A5 Approval of the strategic report 15 B. Corporate governance B1 Board of Directors 18 B2 Corporate governance 20 B3 Directors remuneration report 24 B3.1 Statement by the Chairman 24 B3.2 Policy report 25 B3.3 Annual report on remuneration 31 B4 Directors report 35 B5 Statement of Directors responsibilities 37 C. Independent auditor s report D. The accounts C1 Independent auditor s report 38 D1 The accounts 40 D1.1 Group income statement 40 D1.2 Group and Company statements of financial position 41 D1.3 Group and Company statements of changes in equity 42 D1.4 Group and Company cash flow statements 43 D2 Notes to the accounts 44 E. Shareholder information E1 Advisers 65 Cautionary statement Sections of this Annual Report, including but not limited to the Directors Report, the Strategic Report and the Directors Remuneration Report may contain forward-looking statements with respect to certain of the plans and current goals and expectations relating to the future financial condition, business performance and results of the Group. These have been made by the Directors in good faith using information available up to the date on which they approved this report. By their nature, all forward looking statements involve risk and uncertainty because they relate to future events and circumstances that are beyond the control of the Group and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual future financial conditions, business performance, results or developments to differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements and forecasts. Nothing in this document should be construed as a profit forecast.

3 Highlights Business highlights y Acquisition of Ultimate Finance Group PLC (UFG) completed during September A. Strategic report y Matt Cooper, Roger McDowell and Jeremy Coombes join the Board in September y Matt Cooper appointed as Chairman from October y Brian Cole appointed as Chief Executive Officer effective 1 May 2014 y Nick Smith appointed as UFG Head of Sales on 1 March 2014 y Transition to trading company complete y Since acquisition, UFG has increased its total number of clients by 13.0% and its total funds advanced to SMEs by 8.1% y Ambitious plans for future growth of the business by investing in management, technology and marketing Financial highlights y Reported after tax loss for the 15 month period of 0.1 million (year ended 30 September : profit after tax 0.1 million) after charging acquisition costs of 0.7 million and amortisation costs of 0.4 million y UFG contributed turnover of 4.4 million and operating profits of 0.7 million in period since acquisition in September y Interest income for the period of 0.3 million (: 0.5 million) reflecting lower cash balances and lower interest rates achieved y Profit on disposal of discontinued activities of 0.4 million y 21.7 million of current cash investments, cash and cash equivalents on hand at the year end (: 27.8 million) y Amounts receivable from customers 39.9 million (: Nil) y Amounts payable under back to back invoice finance facility of 30.4 million (: Nil) Annual report and accounts 1

4 Renovo s new business We support the small businesses that drive the economy Annual report and accounts 2

5 SMEs represent a huge portion of the UK economy A. Strategic report Turnover by business size 1 Employees by business size 1 Turnover ( m) % Number of Employees (millions) % Total Medium Total SMEs Total Medium Total SMEs Small Large Small Large Small and medium-sized enterprises (SMEs) 2 but net lending to SMEs is falling. Net lending: Repayments ( m s) Despite the best efforts of government and the rhetoric of banks, the supply of finance to SMEs has continued to decline since the financial crisis. 1 Department for Business, Innovation and Skills. 2 Bank of England. Annual report and accounts 3

6 Renovo s new business continued Our foundation will be a truly world class management team, selected from both inside and outside of the sector and a sophisticated and scalable operating infrastructure. Our brand Excellent service World class management + Sophisticated culture + Customer focus Sophisticated marketing and credit Long term value Supporting SMEs Wide array of products and customer segments Our focus is on serving a broad range of SMEs through a wide array of products, an intelligent credit and marketing capability and providing excellent customer support. Our emphasis will be on delivering attractive and accessible products that SMEs can trust. Annual report and accounts 4

7 A. Strategic report A1 A2 A3 A4 A5 Chairman s statement Business model and strategy A2.1 The Group s business A2.2 Principal risks and uncertainties Financial and business review A3.1 Financial review A3.2 Business review Going concern Approval of the strategic report A. Strategic report

8 A1. Chairman s statement I am pleased to present my first report as Chairman of the Board of. In this report, I will lay out some of our key results for the last 15 months but, more importantly, I will describe the opportunity that we see in SME lending and the way in which we intend to become one of the leading players in that market. My background, as one of the founders of Capital One Bank in the United States, is especially relevant to this opportunity. The SME lending market in the UK today reminds me of the consumer market we saw in the United States in the late 1980s when we set up Capital One Bank. In both cases we see a dramatically underserved market and weak competition. Capital One set out to transform the consumer credit industry in the United States and is today the fifth largest bank in North America. The UK SME lending market is reminiscent of that opportunity and, with the acquisition of Ultimate Finance Group, we have taken our first step toward transforming this market. Matt Cooper Chairman This report covers the last 15 months results, with UFG only included since 10 September. Although we have not yet embarked on our new strategy, which I will describe, we are already seeing the results of bringing Renovo s resources together with UFG s business expertise. We are growing our sales capability, refining our pricing and credit policy and accelerating the growth of this business. We expect that growth to be visible in the next period. Despite our enthusiasm for the UFG business, the acquisition represents only the first step in our plans. Our goal is to create a valuable, well-branded, and customer friendly SME lending business over the coming years. This business will be driven by a world-class management team recruited from both inside and outside the sector, will rely on state of the art marketing and credit capabilities that go beyond what is currently found in the sector and will be supported by a sophisticated, low-cost operating infrastructure. We expect to offer a much broader array of products than the competition, all of which will be designed to meet real customer needs. Our focus is long term and we expect to build the market-leading player in this space. This is important not only from a shareholder value standpoint but also from an economic and societal point of view. Since the financial crisis, the supply of lending to SMEs has continued to dwindle despite the rhetoric of the banks and the best efforts of the government. New entrants have seemed more focused on making money in the short term than our intention of creating a long-term profitable, sustainable business and supporting the SMEs they serve. With SMEs representing over 50% by turnover of the UK economy and often being considered the driver of innovation in the country, we believe that it is critical to increase access to lending, to improve the quality of products and service, and to support our clients as they seek to grow. I am delighted that we have been able to recruit Brian Cole as our new Chief Executive Officer and he will join us on 1 May Brian has over 19 years experience in the financial services sector and I am sure his skills will be invaluable to us as we create a new customer friendly leader in SME lending. The next several months will be spent accelerating the growth of the core UFG business, as well as laying the groundwork for the broader future strategy I have outlined. We will be recruiting key members of our new management team to join those already in place, investing in technology and infrastructure and testing an array of new products and marketing channels. We will also begin the process of building a brand and broadening our funding options. This will be a period of investment and learning. The next phase will be one of growth, as we aggressively market key new products. We expect this to be a time of rapid expansion during which we expect to build the pre eminent brand in the marketplace. Annual report and accounts 6

9 Strategic report During the period ended 31 December the UK Government issued new requirements requiring all companies to produce a strategic report, with additional requirements for listed companies. This must cover such matters as the Group s development and performance in the year and its position at the year end. Section A of this Annual Report and Accounts, including this statement and the Business and Financial Review, comprises the Group s Strategic Report. We strive to provide full information and have disclosed more information than is required for AIM companies. As the new rules were published during this financial period, much of the guidance on form and content is still under development. We expect these disclosures will develop as time goes by and we welcome any comments. A. Strategic report Corporate governance Although full compliance with the UK Corporate Governance Code issued by the Financial Reporting Council in September is not compulsory for AIM companies, the Board has chosen to apply those principles considered appropriate, taking into consideration Renovo s size and the recommendations contained in the QCA guidelines. We intend to move towards full compliance over time and as the business grows and matures. The Group s disclosures in respect of corporate governance (Section B2) include expanded disclosures on the work of the Audit Committee and information on Directors remuneration is provided in the new form required by the Department of Business, Innovation and Skills (Section B3). We shall regularly review the overall performance of the Board to ensure that it remains focused, is provided with targets for improvement and meets such targets where possible. People Renovo now employs 111 people (excluding Non executive Directors) based in our Bristol and Manchester facilities and I am delighted that we were awarded the Best Companies 2 Star Accreditation in The Times Best Companies assessments which ranks us highly in our first year of review. Our employees are critical to our future success and I would like to thank all of them for their hard work during the period and look forward to their continued commitment to the business. I am pleased to welcome Jeremy Coombes and Roger McDowell to the Board. Jeremy, Roger and I joined the Board following the acquisition of UFG on 10 September and we were all members of UFG s board prior to its acquisition by Renovo. On behalf of the Board I would like to thank Max Royde, who left the Board in September, for his contribution to the Group s development. Most excitingly I am delighted that Brian Cole will join the Board on 1 May 2014 as our new CEO. Conclusion In short, we see an enormous opportunity in SME lending. Our aspiration is to become one of the leading players in the market, while also supporting the growth of UK SMEs. We expect to bring together a management team, a sophisticated approach to credit and marketing, and a customer focus that have never been seen in this industry. We hope to create immense value for shareholders along the way and we do not intend to pay a dividend in the medium term, as we expect to invest significantly in our future growth. We hope you will join us on this exciting journey. Mr Matt Cooper Chairman 28 March 2014 Annual report and accounts 7

10 A2. Business model and strategy A2.1 The Group s business The Group s business is the supply of finance to SMEs in the UK. Details of the Group s current products are set out in section A3.2 Business Review. We intend to build a distinctive business by combining a world class management team, a focus on customers and a sophisticated infrastructure and having strong core values: y excellent service; y a strong recognised brand; y sophisticated marketing and credit; and y a wide array of products and customer segments. The acquisition of UFG is the first step in creating the envisaged business. UFG is considered a solid business to use as a platform from which to grow and develop new products for SME funding. A new Chief Executive, Brian Cole, has been recruited and will join the Company on 1 May We expect that this business will generate long term value for shareholders and provide much needed support for SMEs. We see the competition falling into three main categories: 1) The banks and building societies, who are still cutting back their lending and are focused on the other lines of business. 2) The independent players, who are small, often lack sophisticated management and infrastructure and tend to be resource constrained. 3) New entrants, who tend to be small and often have narrow business models. Further, we believe that each of these groups have significant weaknesses in some of the areas we see as key to success in this sector. Key Strong Average Weak Focus Management Brand Products Marketing Credit Operations Funding Banks Independents New entrants Not surprisingly, it is our intent to build a strong capability in all of these areas: Focus Management Brand Products Marketing Credit Operations Funding Renovo Only SME lending Whole market Proven talent In/out of sector Highly branded Customer focus Broad array Secured/ unsecured Data driven Consistent Technology and automation Low cost Multichannel Focus on direct Multisource Relationship driven Revolving/ instalment Scalable We intend to develop KPIs to monitor our progress in achieving the above capabilities. Annual report and accounts 8

11 We see our evolution in three distinct phases. The first, which we describe as building the platform, should take about another 6 12 months. The second, which we describe as testing and growth should last another 12 months or so and the third, which we describe as acceleration, will follow. A. Strategic report 1) Building the platform Building the platform involves several pieces, some of which are already complete or substantially underway. In fact, the purchase of UFG, with its management, customer base, and operating platform, was the first significant step. The second is building the management team, which is off to a great start with our new CEO and Head of Sales for UFG. Further steps will include broadening our sources of funding and investing in our operating platform. Both of these are also underway. 2) Testing and growth In the second phase, we will begin to accelerate the growth of our core business by making significant investments in brand and marketing. We will also begin to test an array of new products and a range of marketing channels, while at the same time developing a more sophisticated credit approval process and developing a low-cost funding strategy. We believe that this will allow us to serve a much broader range of customers than are currently being addressed by the existing players. Existing market positioning Number of SMEs Risk profile Attractive products and strong brand attract low-risk customers Better credit decisioning allows acceptance of higher risk customers 3) Acceleration In the acceleration phase, we will take the results of our product and marketing tests and seek to grow the business aggressively. We believe that this market offers a huge opportunity for growth and we aim to build a substantial and valuable business during this time. Annual report and accounts 9

12 A2. Business model and strategy continued A2.2 Principal risks and uncertainties A high level summary of the key business risks facing the Group and the management actions that currently mitigate them to an acceptable level, is provided below: Credit risk Business risk The risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations, and arises principally from the Group s receivables from customers. Mitigating management actions Careful and tight underwriting criteria. Process of constant monitoring of the client s credit situation including review of debtor concentration and validation checks on significant exposures. Swift follow up action taken on any delinquent payers. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of specific loans and other receivables. Liquidity risk The risk to earnings or capital arising from an inability to meet obligations when they become due, without incurring unexpected or unacceptable losses. The Group funds its business through its own capital but is also dependent upon external finance in order to provide financing to its clients. This is currently primarily achieved through a back to back financing facility with Lloyds TSB Commercial Finance. The Group seeks to mitigate this risk by investigating alternative sources of finance which are, or might become, available to the Group and by keeping its funding and working capital position under review. The maturity of the Group s financial liabilities is given in note 22. Market risk The risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The Group does not have significant exposure to currency risk or interest rate risk as fluctuations in these are passed on to the Group s client base. Annual report and accounts 10

13 A. Strategic report Operational risk Business risk The activities of the Group subject it to operational risks relating to its ability to implement and maintain effective systems to process the high volume of transactions with customers. A significant breakdown of the IT systems of the Group might adversely impact the ability of the Group to operate its business effectively. Mitigating management actions The Group has a business continuity plan which is kept under regular review and is designed to ensure that any breakdown in systems would not cause significant disruption to the business. The Group plans significant expenditure on IT systems in the future. The control environment that manages risk will be strengthened and strong project governance for IT will be implemented. Competitor risk The Group faces competition in the markets in which it operates. There is a danger that its planned growth and profitability may be impaired. The Group mitigates this risk for its current operation by maintaining relationships with its customers, business introducers, and other significant participants in the markets in which it is active. The Group has a small market share at present and, in planning its future business, is taking competitive factors into account. Management The success of the Group is dependent on recruiting and retaining skilled senior management personnel and failure to do so would put the Group s ability to successfully carry out its plans at risk. The Group s employment policies are designed to mitigate this exposure and ensure that an appropriately skilled workforce is and remains in place. Annual report and accounts 11

14 A3. Financial and business review During the period ended 31 December the Group has successfully completed the transformation of the business from being an investment company to a fully fledged trading company focussed on SME lending. This transformation was achieved by the acquisition of Ultimate Finance Group PLC during September. The Group changed its financial year end to 31 December. This report covers a 15 month period but only includes the results of Ultimate Finance Group plc from the date of acquisition, 10 September. David Blain Chief Financial Officer Consolidated Income Statement for the period ended 31 December 15 months to 31 December Year to 30 September Continuing operations Revenue 4,384 Cost of sales (624) Gross profit 3,760 Operating expenses Administrative expenses (3,916) (175) Profit on initial UFG investment 597 Acquisition costs (726) Amortisation (396) Total administrative expenses (4,441) (175) Operating loss (681) (175) Finance income Finance expense (14) Dividend income 41 (Loss)/profit before taxation (374) 313 Taxation (113) (Loss)/profit for the period from continuing operations (487) 313 Discontinued operations Profit/(loss) for the period from discontinued operations 408 (209) (Loss)/profit for the period (79) 104 Annual report and accounts 12

15 A3.1 Financial review The loss for the 15 month period ended 31 December was 0.1 million: (12 months ended 30 September : profit 0.1 million). A. Strategic report The operating loss before acquisition costs, amortisation and the gain on the initial investment in UFG for the period was 0.2 million and UFG s profit at this level was 0.7 million since its acquisition in September. UFG s contribution represents gross profit at 85.7% of turnover and operating profit at 16.1% of turnover. During the period since acquisition, UFG has increased its total number of clients by 13% and its total funds advanced to SMEs by 8.1%. Profit on initial investment in UFG The profit on the initial investment in UFG represents the difference between the price paid in December to acquire 9.1 million ordinary shares in UFG at a cost of 1.7 million and the value of those shares at the date of acquisition of UFG. Acquisition costs Acquisition costs are written off in full at the time of incurring the cost. Amortisation Amortisation reflects the write off of the fair value attributed to the identified intangible assets of UFG at the date of acquisition. Finance income Interest receivable on bank deposits was 0.3 million (: 0.5 million), reflecting lower deposit balances and the lower rates of interest achieved. Dividends received Dividends received are on the Company s investment in UFG prior to completing the full acquisition of UFG. Discontinued operations The profit from discontinued operations was generated by the sale of Prevascar to Targenics in December. Outlook The Board remains confident about the outlook for the business and its ambition to be a major player in the SME finance arena. This will be achieved by reinvesting profits generated by the business into strategic expenditure in the areas of technology, marketing and management, in order to achieve significant future growth. A3.2 Business review Invoice Discounting UFG s Invoice Discounting product range offers SMEs immediate cash advances on unpaid invoices. These products are specifically tailored for businesses that want to continue managing their credit control and sales ledger. Invoice discounting is suited to SMEs with strong procedures in place for credit control and sales ledger management seeking new or additional ways of raising funds. Both confidential and disclosed methods are offered by UFG and advances of up to 90% of the invoice value can be made, usually within 24 hours. Disclosed Invoice Discounting is a funding solution whereby the SME continues to manage its ledger and credit control, whilst its customers are aware of UFG s service. Confidential Invoice Discounting is a fully confidential business funding solution whereby the SME continues to manage its ledger and credit control, but its customers are unaware of UFG s service. Annual report and accounts 13

16 A3. Financial and business review continued A3.2 Business review continued Factoring UFG s Factoring product range offers SMEs immediate cash advances on unpaid invoices. These products are specially tailored to help businesses that want a better way of managing their credit control and/or sales ledger. There are four UFG Factoring products: full service, client manages own invoice collection, confidential factoring and fixed fee factoring. Construction Finance Construction Finance is an adaptation of invoice discounting/factoring specifically tailored to the needs of the construction industry. Advances are generally 40% of unpaid invoices and provide a valuable funding facility for SMEs in the construction industry. Recruitment Finance Recruitment Finance is a specifically tailored product for recruitment companies. In addition to a cash advance on unpaid invoices, the product offers operational back office enhancements including invoicing, payroll, sales ledger management, credit control and an e-enabled timesheet submission process. Asset Finance The Group s Asset Finance funding solution helps SMEs spread the cost of buying business assets. Suitable assets to finance with hire purchase include cars, vans, coaches, HGVs, machinery, equipment and construction materials. This solution provides SMEs with total control, so that assets are wholly owned by the end of the agreement, cash flow can be forecast through regular payments and tax advantages such as offsetting interest against profits can be gained. Trade Finance Trade Finance is a funding solution that helps SMEs bridge the gap in payment for the import and export of goods. Customers typically trade in toys, clothing, gifts, accessories, sporting goods, jewellery, non-perishable goods or any other finished consumer products. Trade Finance is a highly specialised field that is complementary to the Group s existing range of solutions for SMEs. There is a huge demand for Trade Finance which is not currently being met in the market, and therefore this represents a large opportunity. Ashley Commercial Finance (ACF) ACF is the UK s leading small business invoice finance provider and reaches SMEs smaller than addressed by the Group s other factoring products and generates a significant portion of the Group s operating profits. Ashley Business Cash (ABC) ABC is a funding solution for retailers whereby it provides a cash advance on future sales which is paid back through credit and debit card sales made using an existing PDQ terminal, typically over a six month period. The advance is repaid at variable amounts linked to monthly sales and can help manage cash flow and deal with any fluctuations in business. Annual report and accounts 14

17 A4. Going concern The business activities of the Group, its current operations and those factors likely to affect its future results and development, together with a description of its financial position, are described in the Chairman s Statement in Section A1 and the Business and Financial Review in Section A3. The principal risks and uncertainties affecting the Group and the steps taken to mitigate these risks are described in Section A2.2. Critical accounting assumptions and key sources of estimation uncertainty affecting the results and financial position disclosed in this Annual Report are discussed in note 2. A. Strategic report Primarily, the Group meets its day-to-day working capital requirements through existing cash resources which, at 31 December, amounted to 21.7 million (: 27.8 million). After making enquiries, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Annual Report and financial statements. A5. Approval of the strategic report Section A of this Annual Report comprises a Strategic Report for the Group which has been drawn up and presented in accordance with, and in reliance upon, applicable English company law, in particular Chapter 4A of the Companies Act 2006, and the liabilities of the Directors in connection with this report shall be subject to the limitations and restrictions provided by such law. It should be noted that the Strategic Report has been prepared for the Group as a whole and therefore gives greater emphasis to those matters that are significant to the Company and its subsidiary undertakings when viewed as a whole. Approved by the Board of Directors and signed on behalf of the Board. Matt Cooper Chairman 28 March 2014 Annual report and accounts 15

18 B. Corporate governance B1 B2 B3 B4 B5 Board of Directors Corporate governance Directors remuneration report B3.1 Statement by the Chairman B3.2 Policy report B3.3 Annual report on remuneration Directors report Statement of Directors responsibilities

19 B. Corporate governance

20 B1. Board of Directors Matt Cooper (aged 47) Non executive Chairman Mr Matthew (Matt) Cooper was a co founder of Capital One Bank and set up and ran Capital One Bank Europe plc and has extensive experience in this sector. Mr Cooper currently holds several board-level positions with companies both listed and private. Current directorships include chairman of Octopus Capital plc and ClearlySo, and executive chairman of Imaginatik plc as well as non-executive director at Acesso Technology Group and Which Financial Services. Brian Cole (aged 44) Will join the Board of Directors of the Company as Chief Executive Officer with effect from 1 May 2014 Mr Brian Cole has over 19 years experience in the financial services sector, starting his career at First Union Financial Corporation in the US. He subsequently joined Capital One Financial Corporation, serving in various executive roles before moving to the UK where he was Chief Executive from 2009 to. In this role, Brian led a credit card business with a $750 million turnover, 2.5 million customer relationships and over 1,000 employees. David Blain (aged 52) Chief Financial Officer and Company Secretary Mr David Blain joined the Board in 2008 and is responsible for the Finance function. Prior to joining Renovo, David operated his own consultancy company. Previous positions include finance director and company secretary at Drew Scientific Group plc and at eg Solutions plc. Mr Blain trained as a chartered accountant at WT Walton & Son before serving nine years at PriceWaterhouseCoopers. Mr Blain is a member of the Institute of Chartered Accountants. Annual report and accounts 18

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