Interim Results
Volvere PLC
13 September 2004
Embargoed until 07.00 13 September 2004
VOLVERE PLC
INTERIM RESULTS FOR THE SIX MONTHS TO 2 JULY 2004
Volvere PLC ('Volvere' or 'the Company', or 'the Group'), the activist and
turnaround investment company, announces its interim results for the six months
ended 2 July 2004.
Financial Highlights:
• Turnover £5.4m (30 June 2003: £1.3m), all arising from the Group's
subsidiary, Vectra Group Limited ('Vectra')
• Pre-tax and post-tax loss £0.22m (30 June 2003: £0.19m), stated after
restructuring costs of £0.09m relating to Vectra (30 June 2003: £0.09m)
• Vectra's average monthly operating loss before Group management charges
reduced to £19k (7 months to 31 December 2003: £63k)
• Vectra profitable before Group management charges in second quarter of
period
• Net assets of £3.83m (30 June 2003: £3.27m; 31 December 2003: £4.0m)
• Cash on hand £3.01m (30 June 2003: £2.14m; 31 December 2003: £3.28m)
• Loss per share 6.02p (30 June 2003: 6.10p).
Operational Highlights:
• Restructuring of Vectra has delivered an improved performance
• Focus being extended to other sectors
Chairman, Lord Kalms, said: 'The continuing improvement at Vectra is encouraging
and is testimony to our staff, our management and our ability to buy distressed
businesses on reasonable terms.'
For further information, please contact:
Volvere PLC +44 (0) 20 7575 7596
Jonathan Lander, Chief Executive Officer
Nick Lander, Chief Operating and Financial Officer
Weber Shandwick Square Mile +44 (0) 20 7067 0700
Terry Garrett / Christian Taylor-Wilkinson
Teather & Greenwood +44 (0) 20 7426 9000
Jeff Keating / Tom Hulme
About Volvere
Volvere was admitted to AIM in December 2002 as an activist investor both in
undervalued companies and also in companies that are in distress but offer the
possibility of a turnaround. Its executive directors are the executives of the
venture capital and advisory firm Dawnay Day Lander Ltd. Its non-executive
directors are Lord Kalms, Neil Ashley and David Buchler.
Website: www.volvere.co.uk
Embargoed until 07.00 13 September 2004
VOLVERE PLC
INTERIM RESULTS FOR THE SIX MONTHS TO 2 JULY 2004
CHAIRMAN'S STATEMENT
The Board is pleased to present the interim statement for the six months ending
2 July 2004.
Following the restructuring of Vectra, I am pleased to report that it was
profitable before Group management charges during the second quarter of this
period. This is the first time that Vectra has delivered such a quarterly profit
since we acquired it in May 2003. That is a trend we expect to continue during
the second half of 2004.
During the period we considered a number of acquisitions of consulting
businesses complementary to Vectra but on balance we felt it more attractive to
grow Vectra organically. Partly because of this, we have decided to extend our
focus for new acquisitions to areas outside Vectra's core activities.
Results
Turnover for the six months to 2 July 2004 was £5.4m, all of which was generated
by the company's subsidiary, Vectra. Table A below summarises key financial
information in relation to Vectra. The Group's previous interim statement at 30
June 2003 was for the period since Volvere's incorporation and included only one
month's results in respect of Vectra, which was then newly acquired. The Group's
results for the period ending 31 December 2003 reflected approximately seven
months contribution from Vectra.
The Group's loss after tax for the six months was £0.22m (30 June 2003: £0.19m),
stated after costs of £0.09m (30 June 2003: £0.09m) relating to the
restructuring of Vectra during the period.
At 2 July 2004 the Group's net assets amounted to £3.83m (30 June 2003: £3.27m).
Vectra - Comments on Performance
We have seen continued improvements in Vectra's performance during the period.
Further reductions in headcount were made early in the year and a decision made
to close the Disaster Recovery business unit. Excluding the costs of
restructuring of £0.09m, the loss for the six months in Vectra (before Group
management charges) amounted to £0.03m. This is a substantial improvement in
Vectra's performance over 2003. In the second quarter of the period, Vectra was
profitable before Group management charges.
We have continued to invest in growing the fee-earning capacity in our core
market sectors of Nuclear, Transportation and Oil and Gas. This has a short-term
cost which we believe is a necessary investment to ensure Vectra has the depth
and breadth of capability to grow further in the second half of 2004 and in
2005.
We have been encouraged by extensions to consulting assignments with several key
clients in the period. We believe this to be testimony to the quality of the
work done by our consultants.
Table A
Vectra - Summary of performance 1 January to 24 May to 31
2 July 2004 December 2003
Note £000 £000
Turnover 5,447 7,061
Average monthly turnover 908 1,009
======= =======
Operating loss (a) (116) (444)
Average monthly operating loss (a) (19) (63)
======= =======
Note (a): the Operating loss is stated inclusive of restructuring costs of
£89,000 (December 2003: £114,000) but exclusive of Group management charges.
Future Strategy
Volvere's strategy remains to seek activist or turnaround investment situations
which the directors believe will enhance shareholder value. Future acquisitions
and investments may be made in other areas unrelated to Vectra's core
activities.
Summary
The Board is pleased with the turnaround in Vectra, the full effects of which
are expected to be seen in 2005.
Lord Kalms, Chairman
13 September 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
20 November
1 January to 2 Period to 30 2002 to 31
July 2004 June 2003 December 2003
Unaudited Unaudited Audited
Note £000 £000 £000
Turnover 2 5,447 1,314 7,061
Cost of sales (3,052) (999) (4,090)
--------- --------- ---------
Gross profit 2,395 315 2,971
Administrative Expenses:
Other (2,690) (467) (3,768)
Realisation of negative goodwill 38 - 1,252
Exceptional - (92) -
--------- --------- ---------
(2,652) (559) (2,516)
--------- --------- ---------
Group operating (loss)/profit
before finance charges (257) (244) 455
--------- --------- ---------
Interest receivable 39 58 91
--------- --------- ---------
(Loss)/profit on ordinary
activities before and after tax (218) (186) 546
========= ========= =========
(Loss)/Earnings per share
Basic 5 (6.02p) (6.1p) 16.53p
Diluted 5 (6.02p) (6.1p) 15.44p
The operating loss for the period arose from the Group's continuing operations.
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
20 November
1 January to 2 Period to 30 2002 to 31
July 2004 June 2003 December 2003
Unaudited Unaudited Audited
£000 £000 £000
(Loss)/profit for the period (218) (186) 546
Total recognised gains/(losses)
recognised since last financial
statements (218) (186) 546
========= ========= =========
CONSOLIDATED BALANCE SHEET
31 December
2 July 2004 30 June 2003 2003
Unaudited Unaudited Audited
Note £'000 £'000 £'000
FIXED ASSETS
Intangible fixed assets
- negative goodwill 3 (112) (1,357) (150)
Tangible fixed assets 178 231 215
---------- ---------- ----------
66 (1,126) 65
========== ========== ==========
CURRENT ASSETS
Stocks - - 5
Debtors 4 3,213 4,178 2,937
Cash at bank and in hand 3,015 2,136 3,283
---------- ---------- ----------
6,228 6,314 6,225
CREDITORS: amounts falling
due within one year (2,461) (1,919) (2,289)
---------- ---------- ----------
NET CURRENT ASSETS 3,767 4,395 3,936
---------- ---------- ----------
TOTAL ASSETS LESS CURRENT LIABILITIES 3,833 3,269 4,001
========== ========== ==========
CAPITAL AND RESERVES
Called up share capital 50 50 50
Share premium account 50 3,405 -
Profit and loss account 3,733 (186) 3,951
---------- ---------- ----------
EQUITY SHAREHOLDERS' FUNDS 3,833 3,269 4,001
========== ========== ==========
CONSOLIDATED CASH FLOW STATEMENT
20 November
1 January to 2 Period to 30 2002 to 31
July 2004 June 2003 December 2003
Unaudited Unaudited Audited
£000 £000 £000
Net cash (outflow)/inflow from
operating activities (346) 188 1,356
Returns on investment and servicing
of finance
Interest received 39 58 91
Capital expenditure and financial investment
Purchase of tangible fixed assets (14) (5) (64)
Sale of tangible fixed assets 3 - 5
Acquisitions and disposals
Purchase of Vectra - (1,560) (1,560)
---------- ---------- ----------
Cash outflow before management of
liquid resources and financing (318) (1,319) (172)
Financing Issue of ordinary share capital 50 3,610 3,610
Costs associated with issue of
share capital - (155) (155)
---------- ---------- ----------
(Decrease)/increase in cash in period (268) 2,136 3,283
========== ========== ==========
RECONCILIATION OF OPERATING (LOSS)/PROFIT TO NET CASH FLOW FROM OPERATING ACTIVITIES
20 November
1 January to 2 Period to 30 2002 to 31
July 2004 June 2003 December 2003
Unaudited Unaudited Audited
£000 £000 £000
Operating (loss)/profit (257) (244) 455
Depreciation 48 10 80
Realisation of negative goodwill (38) - (1,252)
(Gain)/loss on sale of fixed assets - - 1
Decrease/(increase) in stocks 5 - (5)
(Increase)/decrease in debtors (276) 163 1,489
Increase in creditors 172 259 588
--------- --------- ---------
Net cash (outflow)/inflow from
operating activities (346) 188 1,356
========= ========= =========
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
20 November
1 January to 2 Period to 30 2002 to 31
July 2004 June 2003 December 2003
Unaudited Unaudited Audited
£000 £000 £000
(Decrease)/increase in cash in period (268) 2,136 3,283
Net funds at start of period 3,283 - -
--------- --------- ---------
Net funds at end of period 3,015 2,136 3,283
========= ========= =========
The Group had no debt during the period or at the period end.
RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS
20 November
1 January to 2 Period to 30 2002 to 31
July 2004 June 2003 December 2003
Unaudited Unaudited Audited
£000 £000 £000
Opening shareholders' funds 4,001 50 -
Issue of share capital 50 3,560 3,610
Expenses associated with issue of
share capital - (155) (155)
(Loss)/profit for the period (218) (186) 546
--------- --------- ---------
Closing shareholders' funds 3,833 3,269 4,001
========= ========= =========
NOTES TO INTERIM REPORT
1. The financial information contained in this interim report does not
constitute statutory accounts within the meaning of s240 of the Companies Act
1985, and has not been audited or reviewed. The interim report has been prepared
on the basis of accounting policies expected to be applied consistently for the
foreseeable future, of which the principal ones are explained below. The interim
report was approved by the directors on 13 September 2004.
2. Turnover
Turnover is recognised on a basis appropriate to the income source. Turnover
earned on time and materials contracts is recognised as costs are incurred.
Income from fixed price contracts is recognised in proportion to the stage of
completion of the relevant contract.
3. Intangible asset - negative goodwill
Negative goodwill, representing the excess of the fair value of the separable
net assets acquired over the fair value of the consideration given, is
capitalised as an intangible asset and credited to the profit and loss account
over the periods in which the assets acquired are consumed or realised as cash.
4. Debtors
Debtors includes amounts recoverable under contracts of £1,361,000 (30 June
2003: £1,228,000).
5. Earnings per share
The basic and diluted loss per share are based on the loss on ordinary
activities after taxation of the company attributable to ordinary shareholders
of £218,000 (30 June 2003: £186,000) and on 3,618,699 shares (30 June 2003:
3,066,982), being the weighted average number of ordinary shares in the period.
At the end of the period 3,638,705 (30 June 2003: 3,609,720) ordinary shares
were in issue. In addition, 100,000 convertible shares were in issue and options
for 145,691 shares. FRS14 requires presentation of diluted EPS when a company
could be called upon to issue shares that would decrease net profit or increase
net loss per share. For a loss making company with outstanding share options net
loss per share would only be increased by the exercise of out-of-the-money share
options. Since it seems inappropriate to assume that option holders would act
irrationally, no adjustment has been made to diluted EPS for out-of-the-money
share options.
6. Dividend
The Board is not recommending payment of an interim dividend for the period
ended 2 July 2004.
7. The interim report will be sent to shareholders shortly and will be available
from the Company's registered office at 9-11 Grosvenor Gardens, London SW1W 0BD.
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