TIDMVLE
RNS Number : 2574K
Volvere PLC
20 September 2016
-Press Release 20 September 2016
Volvere plc
("Volvere" or the "Group")
Interim Results for the six months ended 30 June 2016
Volvere plc (AIM: VLE), the growth and turnaround investment
company, announces its unaudited Interim Results for the six months
ended 30 June 2016.
Highlights
GBP million except where stated As at As at As at 31
30 June 30 June 2015 December
2016 2015
Consolidated net assets per share
(excluding non-controlling interests)(1) GBP5.76 GBP4.32 GBP5.69
Group net assets 24.7 18.9 24.3
Cash and marketable securities 18.5 11.7 16.3
Six months ended Year ended
30 June 30 June 31 December
2016 2015 2015
(re-presented)(2)
Group revenue from continuing
businesses 14.5 10.5 27.9
Group profit before tax from continuing
operations 0.25 0.46 1.34
Note
1 Based on the net assets attributable to owners of the parent
company and the respective period end shares in issue (which was
4,085,958 for all periods).
2 The results for the six months ended 30 June 2015 have been
re-presented to remove the results of JMP Consultants Limited,
which was sold in December 2015 and has been treated as
discontinued operations.
-- Further growth achieved in net assets per share
-- Shire Foods' performance was satisfactory
-- Impetus Automotive, acquired in March 2015, delivered an encouraging performance
-- Balance sheet remains strong with high liquidity
-- Continued close management of existing businesses to seek to
maximise performance; increased deal-flow in recent months is
presenting additional opportunities for the Group which continues
its policy of selective investment.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information:
Volvere plc
Jonathan Lander, CEO Tel: +44 (0) 20 7634 9707
www.volvere.co.uk
Tel: + 44 (0) 20 7496 3000
N+1 Singer
Aubrey Powell/Liz Yong
Chairman's Statement
Once again I am delighted to be able to report a pleasing
performance in the first half of the year. Net assets per share
have risen again, to GBP5.76 (31 December 2015: GBP5.69),
reflecting satisfactory trading in all our businesses. Following
its acquisition in 2015, Impetus Automotive has made a positive
contribution to the Group.
We are looking forward to continued progress in 2016.
David Buchler
Chairman
20 September 2016
*Net assets attributable to owners of the parent company divided
by total number of ordinary shares outstanding at the reporting
date
(less those held in treasury) - see note 10.
Chief Executive's Statement
I am pleased to report a positive set of results for the first
half of 2016. Having sold JMP Consultants, our transport planning
and engineering business, in December 2015, this period's results
include only Impetus Automotive, Shire Foods and SDS. The
performance of each of the Group's segments is set out below.
Food manufacturing
This segment comprises Shire Foods Limited ("Shire"), the
Group's 80%-owned frozen pie and pasty manufacturing business,
which was acquired in 2011.
We reported in our preliminary results in June that we expected
profits would be lower in 2016 and that was the case in the period.
However, in spite of lower volumes with one customer, Shire
achieved impressive first-half revenues of GBP6.19 million and a
profit before tax and intra-Group management and interest charges
of GBP0.13 million (30 June 2015: GBP6.49 million and GBP0.31
million; 31 December 2015 GBP15.48 million, GBP1.59 million).
Shire's revenues are weighted towards the colder winter months and
this also affects the timing of profitability.
The weakening of Sterling post the Brexit vote has caused raw
material prices to rise and this will undoubtedly reduce margins at
least in the short term. We continue to adopt a partnership
approach with our customers and believe that by offering innovative
products at fair prices we will continue to build a long-term,
stable platform upon which to grow. We remain positive about
Shire's contribution to the Group and its prospects.
Automotive Consulting
We acquired Impetus Automotive Limited ("Impetus") in March
2015. Impetus provides a range of services and software solutions
to automotive manufacturers around the world with a particular
focus on improving the effectiveness of vehicle manufacturers'
sales and after-sales networks as well as providing research-based
industry insight. The company employs more than 200 people and is
now 79%-owned by the Group.
For the 6 months to 30 June 2016 revenues and profit before tax
and intra-Group interest and management charges were GBP8.16
million and GBP0.52 million respectively (3 months to 30 June 2015:
GBP3.88 million, loss before tax GBP0.04 million; 9 months to 31
December 2015: GBP12.08 million, profit before tax GBP0.58
million).
With new car sales at an all-time high in the UK and elsewhere,
we believe Impetus's after-sales products and services will remain
a requirement for manufacturers for some time to come. Impetus has
won several significant pieces of business in the period of our
ownership. This is testament to the dedication, skill and knowledge
of our staff for which we are grateful.
Security solutions
Sira Defence and Security Limited ("SDS"), our security
solutions business once again delivered a good performance, with
revenue of GBP0.17 million (30 June 2015: GBP0.14 million, 31
December 2015: GBP0.31 million). Profit before tax and intra-Group
management and interest charges was GBP0.06 million (30 June 2015:
GBP0.05 million, 31 December 2015: GBP0.12 million). Encouragingly,
SDS sold its first network licence to a foreign police force in the
period.
Further segmental information is set out in the financial review
below and in note 2.
Purchase of own shares
During the period the Group did not acquire any further shares
for treasury. The aggregate cost of shares purchased as of 30 June
2016 totals GBP5.94 million.
Acquisitions and future strategy
We continue to manage our existing businesses closely with a
view to ensuring their performance is maximised. We have seen an
increase in deal-flow in recent months and the economic uncertainty
created by the impending withdrawal of the UK from the European
Union may well present further opportunities.
Jonathan Lander
Chief Executive
20 September 2016
Financial Review
This financial review covers the Group's performance during the
period ended 30 June 2016. It should be read in conjunction with
the Chairman's and Chief Executive's Statements.
Overview
The Group's revenue from continuing operations for the period
was GBP14.54 million compared to GBP10.51 million for the period to
30 June 2015. The increase in the first half of 2016 is due to the
inclusion of Impetus Automotive Limited ("Impetus") for the entire
period; the 2015 comparative period only included Impetus for
approximately 3 months after its acquisition in March. The 2015
results of JMP Consultants Limited, which was sold in December
2015, have been reclassified as discontinued operations.
Group profit before tax from continuing operations was GBP0.25
million (30 June 2015: GBP0.46 million, 31 December 2015: GBP1.34
million). The reduction compared to the same period last year
principally reflects lower realised gains on treasury investments
(a reduction of GBP0.43 million) offset partly by a full period
contribution this year from Impetus. Encouragingly, Group operating
profit was higher than the prior year at GBP0.19 million (30 June
2015: GBP0.02 million, 31 December 2015: GBP0.87 million), again
reflecting the contribution from Impetus.
Further comment on each segment is set out below and detailed
information about the Group's segments is set out in note 2 to
these interim results, which should be read in conjunction with
this financial review.
Automotive Consulting
Impetus has been a member of the Group since March 2015. A
summary of its recent financial performance is set out in Table A
below.
Table A 6 months 6 months
to to Year ended
30 June 30 June 31 December
2016 2015(1) 2015(2)
GBP000 GBP000 GBP000
Revenue 8,164 3,880 12,077
Profit/(loss) before tax and Group interest
and management charges 522 (43) 583
========= ========= =============
(1) Reflects the period from acquisition on 25 March 2015 to 30
June 2015
(2) Reflects the period from acquisition on 25 March 2015 to 31
December 2015
A clearer management structure has been created in Impetus to
ensure that client programme delivery is visible throughout the
business, with greater accountability for performance. We have
continued to monitor overhead costs whilst investing in internal
business systems and client-facing IT solutions. This will deliver
both operational benefits for our in-field staff and our
clients.
During the period the Group charged Impetus GBP132,000 for
management services and interest of GBP57,000 on Group loans. At
the period end loans outstanding to the Group (which include the
funding at the time of the original acquisition to enable a GBP1.08
million bank debt repayment) amounted to GBP1.27 million (30 June
2015: GBP1.79 million, 31 December 2015: GBP1.1 million). At the
date of this report, loans outstanding to the Group were GBP1.09
million.
Security solutions
The performance of SDS was broadly in line with the prior
comparable period, with revenue up slightly at GBP0.17 million (30
June 2015: GBP0.14 million, 31 December 2015: GBP0.31 million).
Profit before tax was GBP0.06 million (30 June 2015: GBP0.05
million, 31 December 2015: GBP0.12 million). No Group loans were
outstanding at the period end (30 June 2015: GBP0.03 million, 31
December 2015: nil).
Food manufacturing
A summary of Shire's recent financial performance is set out in
Table B below.
Table B 6 months 6 months
to to Year ended Year ended Year ended
30 June 30 June 31 December 31 December 31 December
2016 2015 2015 2014 2013
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 6,192 6,487 15,476 12,134 8,531
Profit/(loss) before
tax, Group interest and
management charges 129 307 1,588 1,651 117
Pro-forma adjustment:
Exceptional credit relating - - - (852) -
to company voluntary
arrangement
Loss on sale of tangible
fixed asset 61 12 12 - -
Underlying profit before
tax, Group interest and
management charges 190 319 1,600 799 117
--------- --------- ------------- ------------- -------------
Shire's revenue and profitability were lower than 2015 due to
one retail customer bringing manufacturing in-house. In spite of
this, Shire's underlying profit was satisfactory for the period.
The loss on tangible fixed assets reflects the disposal of
refrigeration plant that was replaced with a more efficient and
reliable system.
At 30 June 2016 Shire's remaining Group loans had all been
repaid. This compares with 30 June 2015 and 31 December 2015 when
GBP1 million was outstanding at each date. Since the period end,
the Group has made further loans to Shire to meet its seasonal
stock-build for the winter period. At the date of this report
GBP0.3 million remains outstanding. The equity investment and
related intellectual property investments made of GBP0.53 million
and GBP0.44 million respectively, brings the Group's total amount
invested (excluding loans) to GBP0.97 million.
Shire's unaudited net assets at the period end, stated before
deducting the Group loans referred to above, amounted to GBP4.97
million (30 June 2015: GBP5.29 million; 31 December 2015: GBP5.88
million), of which 20% is attributable to non-controlling
interests.
Investment revenues and other gains and losses
The Group held available-for-sale investments during the period
as part of its treasury management policy, which generated
investment income of GBP0.1 million (30 June 2015: GBP0.07 million;
31 December 2015: GBP0.16 million). No investments were disposed of
in the period; in the comparable period to 30 June 2015 (and
similarly to 31 December 2015), the sale of investments realised
gains on sale of GBP0.43 million (of which GBP0.32 million was
reclassified to profit).
Statement of financial position
Cash
Cash at the period end was GBP13.99 million (30 June 2015:
GBP7.13 million, 31 December 2015: GBP11.97 million). The increase
in cash compared to the end of 2015 principally reflects a seasonal
reduction in trade debtors in Shire Foods. Details of cash
movements are shown in the consolidated statement of cash
flows.
Available-for-sale investments
At the period end the Group had available-for-sale investments
with a market value of GBP4.50 million (30 June 2015: GBP4.56
million, 31 December 2015: GBP4.31 million); the base cost of these
investments was GBP4.92 million (30 June 2015: GBP4.92 million; 31
December 2015: GBP4.92 million).
In line with the Group's treasury management policies and
pending investment in other acquisitions, the Group continues to
consider short term investments where there is the opportunity for
attractive returns.
Earnings per share and share capital
Basic and diluted earnings per ordinary share from continuing
operations were 2.4 pence (30 June 2015: 9.8 pence; 31 December
2015: 20.3 pence). Total basic and diluted earnings per ordinary
share were 2.4 pence (30 June 2015: 15.9 pence; 31 December 2015:
158.8 pence). Total earnings per share in 2015 reflect the profits
arising from the sale of JMP Consultants in December 2015.
Hedging
It is not the Group's policy to enter into derivative
instruments to hedge interest rate risk.
Risk factors
The Company and Group face a number of specific business risks
that could affect the Company's or Group's success. The Company
invests in distressed businesses and securities, which by their
nature, often carry a higher degree of risk than those that are not
distressed.
The Group's businesses are principally engaged in the provision
of services that are dependent on the continued employment of the
Group's employees and availability of suitable, profitable
workload. Also, in the automotive consulting and food manufacturing
segments, there is a dependency on a small number of customers and
a reduction in the volume or range of products or services supplied
to those customers or the loss of any one of them could impact the
Group materially.
In addition, the food manufacturing segment is exposed to raw
material and commodity cost increases and is dependent on the
availability of credit facilities on appropriate terms from lenders
and suppliers as well as being dependent on the reliability and
performance of the plant and equipment used in the business.
Failure or unreliability of key plant or equipment could be
material in terms of lost production output or other losses arising
from non-supply of products and there is the risk that any or all
of the costs, timescales or the non-availability of funding
required to enable rectification, would render the segment
unviable, with a material effect on the Group.
Key performance indicators ("KPIs")
The Group uses key performance indicators suitable for the
nature and size of the Group's businesses.
The key financial performance indicators are revenue and profit
before tax. The performance of the Group and the individual trading
businesses against these KPIs, is outlined above and disclosed in
note 2.
Internally, management uses a variety of non-financial KPIs as
follows: in respect of the food manufacturing segment order intake,
manufacturing output and sales are monitored weekly and reported
monthly; order intake is reported monthly in respect of the
security solutions segment; revenue and contribution by business
area are monitored in the Automotive Consulting segment.
Nick Lander
Chief Financial & Operating Officer
20 September 2016
Consolidated income statement
6 months 6 months Year ended
to to 31
30 June 30 June December
Note 2016 2015 2015
GBP'000 GBP'000 GBP'000
(re-presented)
Continuing operations
Revenue 14,544 10,506 27,864
Cost of sales (11,499) (8,778) (21,540)
--------- ---------------- -----------
Gross profit 3,045 1,728 6,324
Distribution costs (389) (395) (893)
----------------------------------------------------------- ------- --------- ---------------- -----------
Administrative expenses
* Before amortisation of intangibles and share based
payments (2,436) (1,306) (4,469)
* Amortisation (16) (8) (89)
(10) -
* Share-based payment expense -
Administrative expenses (2,462) (1,314) (4,558)
Operating profit 194 19 873
Investment revenues 95 66 163
Other gains and losses 3 - 428 429
Finance expense 4 (70) (76) (172)
Finance income 4 28 25 50
Profit before tax 247 462 1,343
Income tax expense (82) - (335)
--------- ---------------- -----------
Profit for the period from continuing
operations 165 462 1,008
Discontinued operations
Profit for the period from discontinued
operations after tax 7 - 332 5,667
Profit for the period 165 794 6,675
========= ================ ===========
Attributable to:
- Equity holders of the parent 99 652 6,499
- Non-controlling interests 9 66 142 176
--------- ---------------- -----------
165 794 6,675
========= ================ ===========
Earnings per share 5
Continuing operations
- Basic 2.4p 9.8p 20.3p
- Diluted 2.4p 9.8p 20.3p
Discontinued operations
- Basic - 6.1p 138.5p
- Diluted - 6.1p 138.5p
Total
- Basic 2.4p 15.9p 158.8p
- Diluted 2.4p 15.9p 158.8p
========= ================ ===========
Consolidated statement of comprehensive income
6 months 6 months Year ended
to to 31
30 June 30 June December
2016 2015 2015
GBP'000 GBP'000 GBP'000
Profit for the period 165 794 6,675
Other comprehensive income
(items that will be reclassified
to profit or loss)
Fair value gains and losses
on available-for-sale
financial assets
- current period gains/(losses) 188 (370) (611)
- reclassified to profit
and loss - (318) (318)
Other comprehensive income 188 (688) (929)
--------- --------- -----------
Total comprehensive income
for the period 353 106 5,746
========= ========= ===========
Attributable to:
Equity holders of the
parent 287 (36) 5,570
Non-controlling interests 66 142 176
--------- --------- -----------
353 106 5,746
========= ========= ===========
Consolidated statement of changes in equity
Share
Share Share Revaluation option Retained Non-controlling
Six months to 30 June capital premium reserve reserve earnings Total interests Total
2016 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Other comprehensive
income - - 188 - - 188 - 188
Transfer to profit
and loss on disposal - - - - - - - -
Profit for the period - - - - 99 99 66 165
-------- -------- ------------- -------- --------- -------- ---------------- --------
Total comprehensive
income for the period - - 188 - 99 287 66 353
Balance at 1 January 50 3,640 (617) - 20,175 23,248 1,046 24,294
Foreign exchange
revaluation
of opening reserves - - - - 20 20 6 26
Transactions with
owners:
Increase in
non-controlling
interest - - - - - - 15 15
Purchase of own shares - - - - - - - -
Total transactions
with owners - - - - - - 15 15
-------- -------- ------------- -------- --------- -------- ---------------- --------
Balance at 30 June 50 3,640 (429) - 20,294 23,555 1,133 24,688
======== ======== ============= ======== ========= ======== ================ ========
Share
Share Share Revaluation option Retained Non-controlling
Six months to 30 June capital premium reserve reserve earnings Total interests Total
2015 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Other comprehensive
income - - (370) - - (370) - (370)
Transfer to profit
and loss on disposal - - (318) - - (318) - (318)
Profit for the period - - - - 652 652 142 794
-------- -------- ------------- -------- --------- -------- ---------------- --------
Total comprehensive
income for the period - - (688) - 652 (36) 142 106
Balance at 1 January 50 3,640 312 - 13,856 17,858 1,141 18,999
Transactions with
owners:
Purchase of own shares - - - - (180) (180) - (180)
Total transactions
with owners - - - - (180) (180) - (180)
-------- -------- ------------- -------- --------- -------- ---------------- --------
Balance at 30 June 50 3,640 (376) - 14,328 17,642 1,283 18,925
======== ======== ============= ======== ========= ======== ================ ========
Share
Year ended 31 Share Share Revaluation option Retained Non-controlling
December capital premium reserve reserve earnings Total interests Total
2015 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Other
comprehensive
income - - (611) - - (611) - (611)
Transfer to
profit
and loss on
disposal - - (318) - - (318) - (318)
Profit for the
year - - - - 6,499 6,499 176 6,675
------- ------- ------------ ------- -------- -------- --------------- --------
Total
comprehensive
income for the
year - - (929) - 6,499 5,570 176 5,746
Balance at 1
January 50 3,640 312 - 13,856 17,858 1,141 18,999
Transactions
with
owners:
Decrease in
non-controlling
interest - - - - - - (271) (271)
Purchase of own
shares - - - - (180) (180) - (180)
Total
transactions
with owners - - - - (180) (180) (271) (451)
Balance at 31
December 50 3,640 (617) - 20,175 23,248 1,046 24,294
======= ======= ============ ======= ======== ======== =============== ========
Consolidated statement of financial position
30 June 30 June 31 December
2016 2015 2015
Note GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Goodwill 8 380 307 380
Other intangible assets 55 57 71
Property, plant & equipment 5,549 5,264 5,773
Total non-current assets 5,984 5,628 6,224
Current assets
Inventories 1,808 1,588 1,106
Trade and other receivables 5,548 9,007 8,073
Cash and cash equivalents 13,986 7,129 11,967
Available for sale investments 4,501 4,555 4,313
-------- -------- ------------
Total current assets 25,843 22,279 25,459
-------- -------- ------------
Total assets 31,827 27,907 31,683
-------- -------- ------------
Liabilities
Current liabilities
Loans and other borrowings (369) (1,038) (787)
Finance leases (104) (50) (104)
Trade and other payables (4,333) (6,167) (4,058)
Total current liabilities (4,806) (7,255) (4,949)
Non-current liabilities
Loans and other borrowings (1,497) (1,583) (1,541)
Finance leases (398) (144) (450)
Trade and other payables - - -
-------- -------- ------------
Total non-current liabilities (1,895) (1,727) (1,991)
Total liabilities (6,701) (8,982) (6,940)
Provisions - deferred tax (329) - (335)
Provisions - lease incentive (109) - (114)
NET ASSETS 24,688 18,925 24,294
======== ======== ============
Equity
Share capital 50 50 50
Share premium account 3,640 3,640 3,640
Revaluation reserve (429) (376) (617)
Retained earnings 20,294 14,328 20,175
-------- -------- ------------
Capital and reserves attributable to
equity holders of the Company 23,555 17,642 23,248
Non-controlling interests 9 1,133 1,283 1,046
-------- -------- ------------
TOTAL EQUITY 24,688 18,925 24,294
======== ======== ============
Consolidated statement of cash flows
6 months 6 months 6 months 6 months Year Year
to 30 to 30 to 30 to 30 ended ended
June June June June 31 December 31 December
2016 2016 2015 2015 2015 2015
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
(re-presented) (re-presented)
Profit for the
period
from continuing
operations 165 462 1,008
Adjustments for:
Investment revenues (95) (66) (163)
Other gains and
losses 3 - (428) (429)
Finance expense 4 70 76 172
Finance income 4 (28) (25) (50)
Depreciation 220 171 370
Amortisation of
intangible
assets 16 8 89
Foreign exchange
differences - - 14
Loss on disposal of
property,
plant and equipment 61 12 12
Share-based payment
expense 6 10 - -
Income tax expense 82 - 335
----------- --------------- -------------
336 (252) 350
Operating cash flows
before movements in
working
capital 501 210 1,358
Decrease/(increase)
in
trade and other
receivables 2,183 244 (1,015)
Increase in trade
and
other payables 112 455 166
Increase in
inventories (702) (686) (169)
----------- --------------- -------------
Cash generated from
continuing
operations 2,094 223 340
Net cash generated
from
discontinued
operations - 6 652
Net cash generated
from
operations 2,094 229 992
Investing activities
Proceeds from sale
of
discontinued
operations
net of cash sold 385 - 4,860
Acquisition of
business 8 - (1,013) (1,013)
Purchase of
available-for-sale
investments - (8,734) (8,733)
Income from
available-for-sale
investments 95 66 163
Disposal of
available-for-sale
investments - 4,840 4,840
Purchase of
property,
plant and equipment (81) (77) (955)
Disposal of
property,
plant and equipment 25 4 4
Interest received 28 25 50
----------- --------------- -------------
Net cash generated
from/(used
by) investing
activities 452 (4,889) (784)
Financing activities
Interest paid (70) (76) (172)
Purchase of own
shares
(treasury shares) 10 - (180) (180)
Net repayment of
borrowings (519) (170) (104)
----------- --------------- -------------
Net cash used by
financing
activities (589) (426) (456)
----------- --------------- -------------
Net
increase/(decrease)
in cash 1,957 (5,086) (248)
Cash at beginning
of
period 11,967 12,215 12,215
Foreign exchange
revaluation
of opening cash 62 - -
----------- --------------- -------------
Cash at end of
period 13,986 7,129 11,967
=========== =============== =============
Volvere plc
Notes forming part of the unaudited interim results for the
period ended 30 June 2016
1 Financial information
The financial information for the period ended 30 June 2016 and
the comparative figures for the period ended 30 June 2015 have not
been reviewed or audited by the Group's auditors and have been
prepared on the basis of the accounting policies adopted by the
Group under IFRS. The same accounting policies and methods of
computation are followed in the interim financial report as
published by the Company on 26 May 2016 in its annual financial
statements, which are available on the Company's website at
www.volvere.co.uk.
The comparative figures for the year ended 31 December 2015 have
been prepared under IFRS. They do not constitute statutory accounts
as defined by the Companies Act 2006. The accounts for the 12
months ended 31 December 2015 received an unmodified auditor's
report and have been filed with the Registrar of Companies.
Copies of this statement will be available to members of the
public at the Company's registered office: Warnford Court, 29
Throgmorton Street, London EC2N 2AT and on its website
www.volvere.co.uk.
2 Operating segments
Analysis by business segment (excluding intra-Group interest and
management charges and balances):
Analysis by business segment:
Investing and management services
Period ended 30 June 2016 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Revenue 8,164 168 20 6,192 14,544 - 14,544
Profit/(loss) before tax(1) 521 55 (458) 129 247 (-) 247
Investing and management services
Period ended 30 June 2015 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
(re-presented) GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Revenue 3,880 139 - 6,487 10,506 6,389 16,895
Profit/(loss) before tax(1) (43) 51 147 307 462 332 794
Investing and management services
Year ended 31 December 2015 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Revenue 12,077 311 - 15,476 27,864 12,823 40,687
Profit/(loss) before tax(1) 583 118 (946) 1,588 1,343 5,667(2) 7,010
Investing and management services
As at 30 June 2016 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Assets 4,388 242 18,272 8,925 31,827 - 31,827
Liabilities/provisions (2,746) (202) (236) (3,955) (7,139) - (7,139)
Net assets(3) 1,642 40 18,036 4,970 24,688 - 24,688
Investing and management services
As at 30 June 2015 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Assets 3,953 76 10,916 8,904 23,849 4,058 27,907
Liabilities/provisions (2,446) (128) (142) (3,611) (6,327) (2,655) (8,982)
Net assets(3) 1,507 (52) 10,774 5,293 17,522 1,403 18,925
Investing and management services
As at 31 December 2015 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Assets 5,095 148 16,277 10,163 31,683 - 31,683
Liabilities/provisions (2,600) (163) (339) (4,287) (7,389) - (7,389)
Net assets(3) 2,495 (15) 15,938 5,876 24,294 - 24,294
(1) stated before intra-Group interest and management charges
(2) discontinued segment result stated after tax
(3) assets and liabilities stated excluding intra-Group balances
Investing and management services
Six months to 30 June 2016 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Capital spend 24 - - 57 81 - 81
Depreciation 21 - 1 198 220 - 220
Amortisation/
Impairment 16 - - - 16 - 16
Interest income (non-Group) - - 28 - 28 - 28
Interest expense (non-Group) 17 - - 53 70 - 70
Tax expense 82 - - - 82 - 82
Investing and management services
Six months to 30 June 2015 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
(re-presented) GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Capital spend 2 - - 53 55 22 77
Depreciation 7 - - 164 171 45 216
Amortisation/
Impairment 8 - - - 8 - 8
Interest income (non-Group) - - 25 - 25 - 25
Interest expense (non-Group) 11 - - 65 76 - 76
Tax expense - - - - - - -
Investing and management services
Year ended 31 December 2015 Automotive consulting Security solutions GBP'000 Food manufacturing Total continuing
GBP'000 GBP'000 GBP'000 GBP'000 Discontinued Total
GBP'000 GBP'000
Capital spend 25 1 1 821 848 108 956
Depreciation 26 - 1 343 370 91 461
Amortisation/
Impairment 89 - - - 89 - 89
Interest income (non-Group) - - 50 - 50 - 50
Interest expense (non-Group) 38 - - 134 172 - 172
Tax expense 58 - - 277 335 250(4) 585
(4) included in profit from discontinued operations after
tax
Geographical analysis:
External revenue by location Non-current assets by
of customers location of assets
6 months 6 months Year ended
to to 31 December 30 June 30 June 31 December
30 June 30 June 2015 2016 2015 2015
2016 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
(re-presented) (re-presented)
UK 12,718 9,444 25,039 5,984 5,420 6,224
Rest of Europe 1,106 852 1,761 - - -
Other 720 210 1,064 - - -
--------- ---------------- ------------- ---------- ---------------- --------------
14,544 10,506 27,864 5,984 5,420 6,224
========= ================ ============= ========== ================ ==============
3 Other gains and losses
The Company's unrealised treasury investment losses of
GBP611,000 (as at 31 December 2015) were partly reversed during the
period as the underlying investment values recovered. The gain of
GBP188,000 in the period has been dealt with through reserves. In
the prior period the Company realised profits of GBP428,000 on its
investment portfolio (of which GBP318,000 had been recognised
through revaluation prior to the start of the period and which were
then reclassified to profit, as set out in the consolidated
statement of comprehensive income).
4 Finance expense/income
The Group's finance expense relates to the debt servicing costs
in the Group's subsidiaries, Shire Foods Limited and Impetus
Automotive Limited, offset by interest earned on the Group's cash
deposits.
5 Earnings per share
The calculation of the basic and diluted loss per share is based
on the following data:
6 months 6 months Year ended
to to 31 December
30 June 30 June 2015
2016 2015 GBP'000
GBP'000 GBP'000
Earnings for the purposes of earnings
per share:
From continuing operations 99 400 832
From discontinued operations - 252 5,667
---------- ---------- -------------
Total 99 652 6,499
========== ========== =============
No. No. No.
Weighted average number of ordinary
shares for the purposes of earnings
per share:
Weighted average number of ordinary
shares in issue 4,085,958 4,097,229 4,091,547
Dilutive effect of potential ordinary - - -
shares
---------- ---------- -------------
Weighted average number of ordinary
shares for diluted EPS 4,085,958 4,097,229 4,091,547
========== ========== =============
There were no outstanding share options in issue at the period
end (30 June 2015: NIL; 31 December 2015: NIL).
6 Share-based payment
During the period the Group's subsidiary, Impetus Automotive
Limited, issued shares to certain management of that business. An
independent valuation of the shares issued was undertaken and the
share-based payment charge reflects that valuation. The issue of
shares in Impetus has resulted in an increase in non-controlling
interests, as set out in note 9.
7 Profit from discontinued operations
The Group's interest in JMP Consultants Limited was sold in
December 2015 and all profits arising in respect of the prior year
are included in discontinued operations. The comparative period to
30 June 2015 has been restated to show the results of JMP as
discontinued operations.
8 Business combination
As reported last year, the Group acquired Impetus Automotive
Limited in March 2015 for net cash consideration of GBP1,013,000.
Goodwill arising on the acquisition was GBP380,000.
9 Non-controlling interests
The non-controlling interests of GBP1,133,000 relate to the net
assets attributable to the shares not held by the Group at 30 June
2016 in the following subsidiary undertakings:
30 June 30 June 31 December
2016 2015 2015
GBP'000 GBP'000 GBP'000
NMT Group Limited 74 75 74
Shire Foods Limited 992 857 972
JMP Consultants Limited - 351 -
Impetus Automotive Limited 67 - -
1,133 1,283 1,046
========= ========= ============
The increase in Impetus Automotive Limited reflects the issue of
new shares (subject to vesting conditions) in the company to
certain management of Impetus during the period and their share of
profits since then (on the assumption that vesting occurs in full).
Following this and assuming full vesting, the Group now owns 79% of
Impetus. As noted above, JMP Consultants Limited was sold in
December 2015 and the non-controlling interest has reduced
accordingly.
10 Purchase of own shares
The Company did not acquire any of its own Ordinary shares
during the period (30 June and 31 December 2015: 60,000 for a total
consideration of GBP180,000). For reference, the total number of
Ordinary shares held in treasury is 2,121,116 and the number of
shares in issue, excluding treasury shares, at the period end was
4,085,958.
11 Dividend
The Board is not recommending the payment of an interim dividend
for the period ended 30 June 2016.
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BIGDCGUBBGLC
(END) Dow Jones Newswires
September 20, 2016 02:01 ET (06:01 GMT)
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