Half Yearly Report

RNS Number : 9653Z

Mavinwood PLC

30 September 2009

 



Mavinwood Plc

('Mavinwood' or 'the Company')

Interim results for the six months ended 30 June 2009

Financial highlights                                                                                                         2009                                  2008

Continuing operations:

Revenue                                                                                                                            £9.3m                               £11.7m

Operating profit before amortisation and impairment of intangible

assets and exceptional items (EBITA)                                                                         £0.5m                                 £0.7m

Operating (loss)/profit                                                                                                  £(0.6)m                                £0.5m 

Loss before tax                                                                                                               £(2.5)m                              £(1.0)m

Basic loss per share from continuing operations                                                       (0.43)p                               (0.23)p

Adjusted loss before tax*                                                                                             £(0.7)m                              £(0.8)m

Adjusted fully diluted loss per share*                                                                         (0.04)p                              (0.18)p 

Total basic loss per share                                                                                            (0.59)p                             (0.18)p

* before discontinued operations, amortisation and impairment of intangible assets and exceptional items 

Charles Skinner, Chief Executive, commented;

'Following the disposal of the majority of its Emergency Repair businesses the Company is now focussed on Document Handling. Our two document storage businesses, Restore and Wansdyke, and our document scanning business, DCS, are profitable and well regarded in their markets.

The disposal proceeds on the Emergency Repair businesses moves us towards a net debt level more appropriate for a business of our size. After a difficult 12 months the Company now has a clear strategy to focus on the very attractive document storage sector which provides good cash-flow and stability of earnings.'  

Enquiries:

Mavinwood plc

Charles Skinner, Chief Executive                               07966 234075

Collins Stewart

Adrian Hadden                                                             020 7523 8353

Threadneedle PR

John Coles                                                                     020 7653 9848

CHIEF EXECUTIVE'S REVIEW

SUMMARY

In June 2009, a new management team was appointed whose immediate focus was to dispose of the Emergency Repair businesses and renegotiate the Company's bank facilities. Both of these have been largely completed and the focus will now be on the Company's Document Handling activities. These businesses have proved robust both in light of the overall economic conditions and the difficulties which the Mavinwood (the 'Group') has experienced.

Our exit from the Emergency Repairs activities has been achieved by:

• the sale of ANSA Holdings Limited, Independent Inspections Limited, and Home and Comforts Limited which was completed on 29 June 2009

• the run-off of the principal contract of ANSA Building Services, which is expected to result in the closure of the business by the end of this year

• entering negotiations for the possible sale of Peter Cox Limited, a national provider of damp and waterproofing, timber preservation and wall stabilisation for property.

Our Document Handling activities comprise two document storage businesses, Restore and Wansdyke, and a document scanning business, DCS. We are currently integrating the two document storage businesses and we believe these make a firm foundation on which to expand our presence in this attractive market. 

On 29 July 2009, we announced that we had refinanced our existing debt through a £19.5m facility from Lloyds TSB Bank plc. The additional requirement that the Company raise a minimum of £5.1m in cash by 30 September 2009 has today been effected by means of subordinated loans from Geraldton Services Inc, the Company's principal shareholder.

RESULTS

In these results, the Document Handling division and ABS have been classified as continuing operations. Peter Cox Limited, the remaining company in the Emergency Repair division, has been classified as held for resale.

Revenue from continuing operations in the six months ended 30 June 2009 was £9.3 million (2008: £11.7 million), with loss before tax of £2.5 million (2008: loss £1.0 million) and basic loss per ordinary share of 0.43p (2008: 0.23p).

The operating loss from continuing operations before amortisation and impairment of intangible assets and exceptional items was £661,000 (2008 loss: £757,000). The basic loss per ordinary share for continuing operations was 0.43p (2008: 0.23p).

  LOSS BEFORE TAX

The loss before tax for the six months ended 30 June 2009 for continuing operations was £2,482,000 (2008: £963,000). However, the Directors believe that an adjusted measure of loss before tax and loss per share provides shareholders with a more appropriate representation of the underlying earnings derived from the Group's business. The items adjusted for in arriving at that underlying level are as follows:

	Six months ended  30 June  2009		Six months ended  30 June  2008		Year  ended  31 December 2008
Continuing operations	£'000		£'000		£'000
Document Handling	2,042		2,577		4,736
Emergency Repair	(794)		(129)		(475)
Central costs	(762)		(1,764)		(1,138)
Impairment of intangible assets	-		-		(6,893)
Exceptional items - provision for onerous lease costs	(952)		-		(824)
Amortisation of intangible assets	(119)		(206)		(240)
Operating (loss)/profit	(585)		478		(4,834)
Net finance costs	(1,147)		(1,442)		(3,033)
Exceptional items - finance arrangement fee	(750)		-		-
Loss before tax	(2,482)		(964)		(7,867)
Impairment of intangible assets	-		-		6,893
Exceptional items - total	1,702		-		824
Amortisation of intangible assets	119		206		240
Adjusted (loss)/profit before tax - continuing operations	(661)		(758)		90

DOCUMENT HANDLING

The market for the physical storage of archives continues to grow well in excess of GDP, with especially strong growth in sectors such as professional services. 

The recession has reduced business activity and we saw some softening in the volume of retrievals of boxes and files in the first half of the year. However, this has been offset by continued good organic growth from existing customers and some new contract wins. 

The financial summary for the Document Handling division is set out below: 

			Six months ended  30 June  2009		Six months ended  30 June  2008		Year  ended  31 December  2008
			£'000		£'000		£'000
Revenue	Restore and Wansdyke		4,904		4,944		10,148
	DCS		2,120		2,607		4,582
	Total		7,024		7,551		14,730
Operating profit	Restore and Wansdyke		1,361		1,629		3,492
	DCS		681		948		1,244
	Total		2,042		2,577		4,736

Restore and Wansdyke

Restore and Wansdyke serve a wide range of customers, including law firms, corporates of varying sizes, financial services companies, councils and health trusts. Our customers are mostly based in London and the South across to Bristol and South Wales. The majority of sales relate to the storage and retrieval of archive boxes, individual files and other material such as magnetic media and film. 

Scanning of documents on a selective basis is also offered to clients. Shredding or pulping of documents at the end of their useful lives is currently outsourced, although this would form a logical product extension.

We operate a combination of freehold and leasehold sites at Wansdyke and Restore respectively. Due to the absence of rental charges, the return on sales at Wansdyke is higher than at Restore. We have significant spare capacity which could be utilised at Wansdyke's underground storage facilities near Bath. This gives us the scope to grow revenues without a corresponding increase in rental costs (typically the largest expense in this industry), and thereby increase operating margins further.

There is also scope for improved performance in these businesses from the integration programme currently underway.

Document Control Services (DCS)

DCS scans and indexes documents with high intellectual property content. The business has a blue chip customer base with a strong focus on infrastructure. The quality of the service enables DCS to achieve margins above those typical in the industry. DCS is highly complementary to our document storage activities, although the project-driven nature of its activities results in a less consistent earnings pattern than that achieved in document storage. 

EMERGENCY REPAIR

As noted above, we are in the process of exiting from this sector. 

We sold the ANSA and Independent businesses, which comprised the majority of the Emergency Repair division, to the incumbent management team backed by Lloyds TSB Development Capital Limited (LDC). Cash proceeds received on completion of the sale were £18.05m before expenses. A further sum of up to £1.5m has been paid into an escrow account and will be released to Mavinwood depending on the EBITA performance of the businesses sold during the year ending 31 December 2009.

We will cease the operations of ABS by 31 December 2009. 

Peter Cox Limited continues to be held for sale. It operates independently of our other activities and has coped well with the very tough trading environment it has experienced over the period.

CENTRAL COSTS

Central costs for the six month period have reduced from £1,764,000 to £762,000. Further cost reductions to reduce head office costs below £1m a year are expected in the second half of 2009 and into 2010.

INTEREST

Net interest payable amounted to £1,147,000 (2008: £1,442,000). In addition to the interest cost, the underwriting fee of £750,000 and cost of the short term loan facility (of which £2.0m was drawn down at 30 June 2009) provided by our principal shareholder has been included in finance costs. As previously announced these arrangements were extended to 30 September 2009, at an additional cost of £150,000. This extension provided the Group with the flexibility to refinance the debt. As announced on 29 July 2009, the Company entered into a facility agreement with Lloyds TSB Bank plc.  The new facility agreement provides three-year amortising facilities of up to £19.5m and will provide the Company with term, revolving credit and overdraft facilities.

The facility documents contain covenants, representations and warranties and events of default which are standard for these types of facilities. We have today announced that we have reached agreement with Lloyds to amend the facility agreement dated 29 July 2009 that Mavinwood entered into with Lloyds TSB Bank plc (the 'Lloyds Facility'). In connection with the amendment of the Lloyds Facility Mavinwood has entered into subordinated loan facilities with Geraldton Services Inc. totalling £5.1m. The amended Lloyds Facility also requires a minimum equity injection by 31 December 2009 of an amount equal to (i) the subordinated loans (including rolled-up interest) plus (ii) the previously announced fee of £900,000 payable to Geraldton Services Inc. in connection with their equity underwriting commitment. Geraldton's underwriting commitment has been varied to reflect the above. 

  (LOSS)/EARNINGS PER SHARE (EPS)

			Six months  ended 30 June 2009		Restated Six months ended 30 June 2008		Year ended 31 December 2008
Loss per share from continuing operations (pence)
Basic			(0.43)p		(0.23)p		(1.48)p
Diluted			(0.43)p		(0.23)p		(1.48)p
Adjusted (loss)/earnings per share from continuing operations (pence)*
Basic			(0.04)p		(0.18)p		0.23p
Diluted			(0.04)p		(0.18)p		0.21p

*before impairment and amortisation of intangible assets and exceptional items. 

Basic EPS is (0.43)p, compared to (0.23)p in 2008. Basic EPS adjusted as above was (0.04)p (2008: (0.18)p). Assuming the exercise of all options and awards under the LTIP in 2009 at an average price of 2.5p (2008: 15.0p), the fully diluted adjusted EPS becomes (0.04)p (2008: (0.18)p). 

DIVIDENDS

The Board does not recommend declaring an interim dividend (2008: Nil).

CASH FLOW

The net cash inflow from continuing operations before capital expenditure was £441,000 (2008: £1,468,000). This inflow is after taking account of a working capital outflow of £0.4m. 

Capital expenditure for the period totalled £1,014,000 (2008: £701,000) compared to depreciation of £680,000 (2008: £471,000). Significant expenditure comprised the fitting out of empty space in the underground storage areas at Wansdyke and installing the industry standard IT system at Restore and Wansdyke. 

BOARD

On 8 June Sir William Wells, Andrew Wilson and I were appointed to the Board and Philip Reid and Bob Guthrie stepped down as non-executive directors. On completion of the sale of ANSA and Independent on 26 June 2009, Steve Watkins resigned from the Board. On 31 July 2009, Kevin Mahoney and Mike Vincent also resigned from the Board. 

OUTLOOK

Current trading continues to be steady in document storage with significant opportunities to increase volumes and margins. Document scanning has recently experienced a delay in the execution of several major contracts which has reduced turnover below expected levels. We have addressed this with cost-cutting measures, but this will not hamper our ability to execute the work when it returns to more normal levels. 

We have a clear strategy to develop our Document Handling activities, particularly in the area of document storage. This is an attractive sector with strong cash flow and stability of earnings, which is likely to see a consolidation of the number of operators over the next few years.

Charles Skinner    

Chief Executive Officer                                       30 September 2009

  Condensed Consolidated Interim Income Statement

for the six months ended 30 June 2009

			Unaudited		Unaudited Restated
			Six months ended		Six months ended		Year ended
			30 June 2009		30 June 2008		31 December 2008
	Note		£'000		£'000		£'000
Continuing operations
Revenue		2	9,304		11,727		22,336
Cost of sales			(5,601)		(7,620)		(13,390)
Gross profit			3,703		4,107		8,946
Administrative expenses			(3,336)		(3,629)		(6,063)
Impairment of intangible assets			-		-		(6,893)
Exceptional items		2	(952)		-		(824)
	Total operating costs		(4,288)		(3,629)		(13,780)
Operating (loss)/profit			(585)		478		(4,834)
Investment income			-		57		6
Finance costs			(1,147)		(1,499)		(3,039)
Exceptional items		2	(750)		-		-
	Total finance costs		(1,897)		(1,442)		(3,033)
Loss before tax			(2,482)		(964)		(7,867)
Income tax credit/(expense)		3	480		(80)		999
Loss from continuing operations			(2,002)		(1,044)		(6,868)
Discontinued operations (Loss)/profit  from discontinued operations		5	(732)		196		(28,068)
Loss for the period			(2,734)		(848)		(34,936)
Attributable to
Equity holders of the Company			(2,734)		(848)		(34,936)
Loss per share (pence)
	Basic	4	(0.59)p		(0.18)p		(7.52)p
	Diluted	4	(0.59)p		(0.18)p		(7.52)p
Loss per share from continuing operations (pence)
	Basic	4	(0.43)p		(0.23)p		(1.48)p
	Diluted	4	(0.43)p		(0.23)p		(1.48)p

  Consolidated Statement of Changes in Shareholders' Equity

for the six months ended 30 June 2009

	Share capital		Share premium		Share based payments reserve		Retained (loss)/ earnings		Total equity
	£'000		£'000		£'000		£'000		£'000
Balance at 1 January 2008	512		41,951		2,994		5,156		50,613
Loss for the period	-		-		-		(847)		(847)
Total recognised  income and expenditure	512		41,951		2,994		4,309		49,766
Issue of shares during the period	4		483		-		-		487
Issue costs	-		(38)		-		-		(38)
Share based payments charge	-		-		960		-		960
Awards under the LTIP exercised	-		-		(86)		-		(86)
Balance at 30 June 2008	516		42,396		3,868		4,309		51,089
Loss for the period	-		-		-		(34,089)		(34,089)
Total recognised  income and expenditure	516		42,396		3,868		(29,780)		17,000
Share based payments credit	-		-		(1,799)		-		(1,799)
Balance at 31 December 2008	516		42,396		2,069		(29,780)		15,201
Loss for the period - continuing	-		-		-		(2,002)		(2,002)
Loss for the period - discontinuing	-		-		-		(732)		(732)
Balance at 30 June 2009	516		42,396		2,069		(32,514)		12,467

  Condensed Consolidated Interim Balance Sheet

at 30 June 2009

		Unaudited		Unaudited
		30 June 2009		30 June 2008		31 December 2008
	Note	£'000		£'000		£'000
Assets
Non-current assets
Intangible assets		21,832		70,348		21,846
Property, plant and equipment		11,329		11,383		10,864
Investments		-		507		-
Deferred tax asset		48		-		21
		33,209		82,238		32,731
Current assets
Inventories		66		506		131
Trade and other receivables		5,378		18,731		7,529
Cash and cash equivalents		1,517		449		575
		6,961		19,686		8,235
Assets held for sale 5		4,614		5,736		35,115
Total assets		44,784		107,660		76,081
Liabilities
Current liabilities
Trade and other payables		(5,988)		(10,539)		(4,939)
Bank overdrafts and loans		(10,898)		(7,560)		(11,006)
Current tax liabilities		-		(957)		(20)
Other financial liabilities		-		(23)		(3)
Provisions 5		(313)		(1,578)		(171)
		(17,199)		(20,657)		(16,139)
Liabilities directly associated with assets classified as held for sale 6		(2,302)		(5,504)		(15,981)
Net current (liabilities)/assets		(7,926)		(739)		11,230
Non-current liabilities
Bank loans		(8,442)		(26,170)		(24,708)
Deferred tax liability		(3,261)		(4,240)		(3,338)
Provisions  5		(1,113)		-		(714)
		(12,816)		(30,410)		(28,760)
Net assets		12,467		51,089		15,201
Shareholders equity
Called up share capital		516		516		516
Share premium account		42,396		42,396		42,396
Share based payments reserve		2,069		3,868		2,069
Retained (loss)/earnings		(32,514)		4,309		(29,780)
Attributable to  equity holders of the Company		12,467		51,089		15,201

   Condensed Consolidated Interim Statement of Cash Flows  

for the six months ended 30 June 2009

		Unaudited		Unaudited Restated
		Six months ended		Six months ended		Year ended
		30 June 2009		30 June 2008		31 December 2008
		£'000		£'000		£'000
Cash inflow from operating activities
	Continuing operations
	Loss for the period	(2,002)		(1,044)		(6,868)
	Depreciation of property, plant and equipment	342		211		460
	Amortisation of intangible assets	119		206		240
	Impairment of intangible assets	-		-		6,893
	Finance costs recognised in profit and loss	1,897		1,441		3,033
	Income tax (credit)/expense recognised in profit and loss	(480)		412		(999)
	Share based payments charge/(credit)	-		842		(533)
	Operating exceptional items	952		-		824
	Gain on disposal of property, plant and equipment	-		-		1
	Movement in working capital
	Increase in inventories	(9)		(293)		(114)
	Increase in trade and other receivables	(1,280)		(94)		(2,980)
	Increase/(decrease) in trade and other payables	902		(213)		1,833
Net cash generated  from continuing operations		441		1,468		1,790
	Discontinued operations
	Loss for the period	(732)		(15)		(28,068)
	Depreciation of property, plant and equipment	338		260		631
	Amortisation of intangible assets	-		-		78
	Impairment of intangible assets	1,576		335		27,493
	Finance costs recognised in profit and loss	-		-		(51)
	Income tax expense recognised in profit and loss	45		276		236
	Share based payments charge/(credit)	-		118		(306)
	(Loss)/profit on disposal	(741)		466		318
	Gain/(loss) on disposal of property, plant and equipment	13		-		(34)
	Movement in working capital
	(Increase)/decrease in inventories	(8)		4		142
	Decrease/(increase) in trade and other receivables	84		(273)		1,315
	(Decrease)/increase in trade and other payables	(463)		(338)		3,090
Net cash generated  from discontinued operations		112		833		4,844

Net cash generated from operations

553

2,301

6,634

  Condensed Consolidated Interim Statement of Cash Flows (continued)

for the six months ended 30 June 2008

		Unaudited		Unaudited Restated
		Six months ended		Six months ended		Year ended
		30 June 2009		30 June 2008		31 December 2008
		£'000		£'000		£'000
Net cash generated from operations		553		2,301		6,634
	Net finance costs	(1,147)		(1,248)		(3,049)
	Income taxes paid	269		(1,176)		(1,547)
Net cash (used by)/generated  from operating activities		(325)		(123)		2,038
Cash flows from investing activities
	Purchases of property, plant and equipment	(1,014)		(701)		(2,726)
	Contingent consideration	(61)		(1,539)		(3,102)
	Cash consideration paid	-		-		(400)
	Loan note receipts	43		28		150
	Sale/(acquisition) of subsidiary, net of costs and cash disposed/(acquired)	17,945		(400)		-
Cash flows used in investing activities		16,913		(2,612)		(6,078)
Cash flows from financing activities
	Proceeds from share issue	-		388		449
	Repayment of borrowings	(16,200)		(1,000)		(4,000)
	Repayment of indebtedness	-		-		8,000
	New bank loans raised	-		2,500		-
	Deferred financing costs	(274)		(18)		(106)
	Increase in bank overdrafts	931		223		138
	Finance lease principal repayments	-		(22)		(102)
Net cash generated in financing activities		(15,543)		2,071		4,379
Net decrease in cash and cash equivalents		1,045		(664)		339
	Cash and cash equivalents at start of period	575		1,108		1,108
	Less: Net cash and cash equivalents included in discontinued operations	(103)		5		(872)
Cash and cash equivalents at the end of period		1,517		449		575

  Notes to the Consolidated Interim report 

for the six months ended 30 June 2009 

1    Basis of preparation

The unaudited interim financial information for the half year ended 30 June 2009, which has been approved by the Board of Directors on 29 September 2009, has been prepared based on the accounting policies consistent with those used in the financial statements for the year ended 31 December 2008 and those expected to be applied in the financial statements for the year ended 31 December 2009.

The results and cash flows for the period ended 30 June 2008 have been restated to show the impact of discontinued operations. 

The interim report for the six months ended 30 June 2009 does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The results for the year ended 31 December 2008 have been extracted from the financial statements for the year ended 31 December 2008 which have been filed with the Registrar of Companies. The auditors' report contained therein, was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. 

  2    Segmental information

	Unaudited		Unaudited		Unaudited
	Six months ended		Six months ended		Year ended
	30 June 2009		30 June 2008		31 December 2008
	£'000		£'000		£'000
Revenue
The revenue was derived from the Group's principal activities in the UK as follows:
Emergency Repair	2,280		4,176		7,606
Document Handling	7,024		7,551		14,730
	9,304		11,727		22,336
Results
The profit after tax was derived from the Group's principal activities in the UK as follows:
Emergency Repair	(794)		(129)		(475)
Document Handling	2,042		2,577		4,736
Central costs	(762)		(1,764)		(1,138)
Impairment of intangible fixed assets	-		-		(6,893)
Exceptional items - operating costs	(952)		-		(824)
Amortisation of intangible assets	(119)		(206)		(240)
Operating (loss)/profit	(585)		478		(4,834)
Net finance cost	(1,147)		(1,442)		(3,033)
Exceptional items - finance costs	(750)		-		-
Loss before tax	(2,482)		(964)		(7,867)
Income tax credit/(expense)	480		(80)		999
Loss after tax	(2,002)		(1,044)		(6,868)

The operating exceptional item of £952,000 relates to a provision for onerous lease costs in respect of properties retained by the group following the disposal of ANSA and Independent Inspections Limited. Included within finance costs is a fee of £750,000 in connection with Geraldton Services Inc making available to the Company a short-term loan and underwrite facility for the period ended 30 June 2009.

Discontinued operations
Emergency Repair	148		1,394		1,263
Share based payments credit	-		-		306
Impairment of intangible assets	(1,576)		(335)		(27,493)
Amortisation of intangible assets	-		-		(78)
Profit on/(provision  for loss on) disposal (note 6)	741		(466)		(1,881)
Operating (loss)/profit	(687)		593		(27,883)
Net finance income	-		-		51
Profit/(loss) before tax	(687)		593		(27,832)
Income tax expense	(45)		(397)		(236)
(Loss)/profit from discontinued operations	(732)		196		(28,068)

	Unaudited		Unaudited
	30 June 2009		30 June 2008		31 December 2008
	£'000		£'000		£'000
Segmental assets:
Emergency Repair	216		70,198		3,163
Document Handling	39,194		37,344		38,018
Central	760		118		(215)
Discontinued operations	4,614		-		35,115
Total	44,784		107,660		76,081
Segmental liabilities:
Emergency Repair	93		(14,509)		(3,307)
Document Handling	(4,551)		(6,143)		(4,900)
Central	(25,557)		(35,919)		(36,692)
Discontinued operations	(2,302)		-		(15,981)
Total	(32,317)		(56,571)		(60,880)
Segmental net assets:
Emergency Repair	309		55,689		(144)
Document Handling	34,643		31,201		33,118
Central	(24,797)		(35,801)		(36,907)
Discontinued operations	2,312		-		19,134
Total	12,467		51,089		15,201
Property, plant and equipment additions	1,014		701		2,726
Depreciation of property, plant and equipment and amortisation of intangible assets	799		677		1,409

3    Tax

The underlying tax charge is based on the expected effective tax rate for the full year to 31 December 2009 and is calculated as 28.5% on profit before tax. 

4    (Loss)/earnings per ordinary share

Basic (loss)/earnings per share have been calculated on the (loss)/profit after tax for the period and the weighted average number of ordinary shares in issue during the period.

Adjusted (loss)/earnings per share are before amortisation and impairment of intangible assets and exceptional items and have been presented in addition to the basic earnings per share since, in the opinion of the Directors, this provides shareholders with a more appropriate representation of the underlying earnings derived from the Group's businesses.

	Unaudited		Unaudited
	Six months  ended		Six months  ended		Year  ended
	30 June 2009		30 June 2008		31 December 2008
	No. of shares		No. of shares		No. of shares
Weighted average number of shares in issue	466,271,145		463,302,426		464,794,897
Loss for the period	(2,734)		(848)		(34,936)
Total basic loss per ordinary share	(0.59)p		(0.18)p		(7.52)p
	£'000		£'000		£'000
Loss after taxation on ordinary  activities from continuing operations	(2,002)		(1,044)		(6,868)
Adjustments
Impairment of intangible assets	-		-		6,893
Exceptional items	1,702		-		824
Amortisation of intangible assets	119		206		240
Adjusted (loss)/ earnings - continuing operations	(181)		(838)		1,089
Basic loss per ordinary share from continuing operations	(0.43)p		(0.23)p		(1.48)p
Adjusted basic (loss)/earnings per ordinary share (before amortisation and impairment of intangible assets and exceptional items) from continuing operations	(0.04)p		(0.18)p		0.23p

	No. of shares		No. of shares		No. of shares
Weighted average number of Shares in issue	466,271,145		463,302,426		464,794,897
Share and LTIPs	39,814,026		66,775,923		50,863,370
Weighted average fully diluted number of shares in issue	506,085,171		530,078,349		515,658,267
Total fully diluted loss earnings per ordinary share	(0.59)p		(0.18)p		(7.52)p
Fully diluted loss per ordinary share from continuing operations	(0.43)p		(0.23)p		(1.48)p
Adjusted fully diluted (loss)/earnings  per ordinary share from continuing operations	(0.04)p		(0.18)p		0.21p

The diluted earnings per share are the basic earnings per share adjusted for the dilutive effect of the conversion into fully paid shares of the outstanding share options and awards under the LTIP. They are also adjusted for the conversion of the A shares into ordinary shares at the average price for the period of 2.5p (30 June 2008: 15.0p; 31 December 2008: 11.4p). 

  5  Provisions

	Unaudited		Unaudited
	30 June  2009		30 June  2008		31December  2008
	£'000		£'000		£'000
Onerous lease provision
Balance at 1 January	824		-		-
Charge for the period	602		-		824
	1,426		-		824
Contingent consideration
Balance at 1 January	61		3,042		3,042
Settled in the period	(61)		(1,539)		(3,102)
Notional interest on contingent consideration	-		75		121
	-		1,578		61
	1,426		1,578		885
Provisions are analysed as follow:
Current	313		1,578		171
Non current	1,113		-		714
Total	1,426		1,578		885

6   Discontinued operations 

The Group sold  the ANSA and Independent businesses on 26 June 2009. Peter Cox continues to be classified as held for sale at 30 June 2009. The consideration for the sale was £18.05m. A further £1.5m has been paid into an escrow account and will be released to Mavinwood depending on the EBITA performance of the businesses sold during the year ending 31 December 2009.

Mono Services Limited  ('Mono') was sold on 27 September 2008. Mono had 2 business streams; social housing contracts, which have been treated as discontinued operations; and insurance repair, which was transferred to ANSA Building Services Limited, and is being treated as a continuing operation until its anticipated closure by 31 December 2009. 

The results for the year attributable to discontinued operations were as follows:

	Unaudited		Unaudited
	Six months  ended 30 June 2009		Six months ended 30 June 2008		Year ended  31December 2008
	£'000		£'000		£'000
Revenue	19,684		21,115		50,565
Operating profit	232		1,863		753
Profit before tax for the year	148		1,863		1,542
Taxation	(45)		(397)		(236)
Profit/(loss) on disposal of division	741		(466)		(318)
Impairment of intangible assets	(1,576)		-		(27,493)
Loss on disposal of Mono Services Limited (includes disposal of goodwill of £335,000)	-		(804)		(1,563)
	(732)		196		(28,068)

  An analysis of the net assets held for resale at 30 June 2009 is as follows:

			£'000
Property, plant and equipment			326
Inventories			77
Trade and other receivables			4,108
Cash and cash equivalents			103
Assets held for sale			4,614
Trade and other payables			2,302
Liabilities held for sale			2,302
Net assets classified as held for resale			2,312

Adjustments have been made to the asset value in respect of this company in order that it is held at its estimated realisable value at 30 June 2009. 

The Interim Report is available from Mavinwood's offices at 33 St. James's Square London SW1Y 4JS and on the Mavinwood website at www.mavinwoodplc.com. 

ENDS

 

END

 

 

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