Interim Results
Volvere PLC
30 September 2005
30 September 2005
VOLVERE PLC
INTERIM RESULTS FOR THE SIX MONTHS TO 1 JULY 2005
AND ACQUISITION
Volvere plc ('Volvere' or 'the Company', or 'the Group'), the turnaround
investment company, announces its interim results for the six months ended 1
July 2005.
Highlights:
• Turnover £5.1m (2 July 2004: £5.4m), all arising from the Group's
subsidiary, Vectra Group Limited ('Vectra')
• Pre-tax and post-tax profit £0.03m (2 July 2004 loss: £0.22m)
• Acquisition of Sira Test & Certification announced for an estimated net
consideration of £1.42m
• Net assets of £3.87m (2 July 2004: £3.83m)
• Cash on hand £2.67m (2 July 2004: £3.01m)
• Earnings per share 0.8p (2 July 2004 loss per share: 6.02p)
• Investment in NMT Group PLC of £0.39m (2 July 2004: nil) increased
significantly after the period end
• Successful election of officers of Volvere to NMT board
• Vectra profitable before Group management charges for the six months to
1 July 2005
• No dividend proposed
Chairman, Lord Kalms, said: 'The Group has successfully expanded its operating
and investment activities and is ready for its next stage of development.'
For further information, please contact:
Volvere plc +44 (0) 20 7575 7596
Jonathan Lander, Chief Executive Officer
Weber Shandwick Square Mile +44 (0) 20 7067 0700
Terry Garrett / Nick Dibden
About Volvere
Volvere was floated on AIM in December 2002 as an activist investor both in
undervalued companies and also in companies that 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
CHIEF EXECUTIVE'S STATEMENT
The Board is pleased to present the interim statement for the six months ending
1 July 2005.
Since we last reported, we have expanded both the Group's operating and
investment activities.
On 29 September 2005 we acquired Sira Test and Certification ('Sira'), a business
which is complementary to our existing subsidiary, Vectra. Sira's services are
driven by UK and European legislation for improving safety in hazardous
environments.
In pursuit of the strategy set out when Volvere was admitted to AIM, we have
also built a stake in NMT Group PLC ('NMT'), a company that we considered to
have a poor financial performance and where an activist investor such as Volvere
could bring about a change of management and enhance value for shareholders. As
a result, over the period (and continuing thereafter) we increased our stake in
NMT and, since the period end, were successful in removing that company's board
with the support of like-minded shareholders.
We are now working hard to create value through Vectra, NMT and now Sira.
Results
Turnover for the six months to 1 July 2005 was £5.1m (2 July 2004: £5.4m), all
of which arose from the company's subsidiary, Vectra. Table A below summarises
the financial information in relation to Vectra. The Group's profit after tax
for the six months was £0.03m (2 July 2004: loss £0.22m). At the end of the
period the Group's net assets were £3.87m (2 July 2004: £3.83m) of which cash
represented £2.67m (2 July 2004: £3.01m). The Group's investment in NMT Group
PLC was £0.38m at the period end (2 July 2004: nil) and this principally
accounts for the reduction in cash on hand.
Vectra
Vectra has moved from an operating loss to an operating profit (before Group
management charges) on reduced turnover, in line with our strategy of exiting
unprofitable areas and focussing on our key strengths. From the start of the
year there have been additional costs associated with strengthening Vectra's
management team. Vectra's performance has varied from sector to sector. The
Nuclear business had a strong start to the year, in both the consulting and
decommissioning areas, but since the start-up of the Nuclear Decommissioning
Authority on 1 April workflow has been more erratic. The Property business,
which deals mainly with disability access consultancy, started the year quite
well but the market has diminished since April as most public bodies have
completed their access improvement programmes. As a consequence, the Property
group has been reduced in size.
The Oil & Gas market has been buoyant, driven by the high price of oil, and good
orders won from clients including Shell and Centrica in the North Sea, and
Technip, GUPCO and Dolphin Energy in the Middle East. As a result the
international portion of our business has grown.
We have seen a strengthening of the Transport market, particularly in the UK, as
infrastructure companies require increased resources to deliver their
contractual obligations. The principal clients for continuing work have been
Network Rail, Tube Lines in the UK and ProRail and Infraspeed in The
Netherlands.
Overall, the safety and engineering consultancy activities have improved, but
the pace of improvement has been constrained by a competitive recruitment
market.
Table A
Vectra - Summary of Note 1 January to 1 1 January to 2 1 January to 31
Performance July 2005 July 2004 December 2004
£000 £000 £000
Turnover 5,130 5,447 10,501
Average monthly turnover 855 908 875
===== ===== =====
Operating profit/(loss) (a) 92 (116) (43)
Average monthly operating
profit/(loss) (a) 15 (19) (4)
===== ===== =====
Note (a): the Operating loss is stated exclusive of Group management charges but
after restructuring costs of £33,000 (2 July 2004: £89,000 and 31 December 2004:
£98,000).
Acquisition of Sira Test and Certification
We are pleased to announce the acquisition of the Safety Compliance business of
the Sira Group, a research association with an 80-year track record of
innovation in optics, sensors and instrumentation. The new business will be
owned by a new subsidiary of Volvere, called Sira Test and Certification Limited
('Sira').
Sira provides certification services covering the safety of products that are
used within potentially explosive environments (such as chemical plants, mines
and other hazardous areas). The business also provides training for personnel
that work in these environments. The requirement of clients to have products
certified as suitable for use in these areas is underpinned by UK and European
safety legislation. Like Volvere's existing subsidiary Vectra, safety
legislation underpins the activities of the new subsidiary. Sira and Vectra will
share the group's financial, administration and information technology services.
Sira employs 34 staff and is based in Chester, England. The site includes a
laboratory and facilities for the controlled testing of client products in
simulated hazardous environments.
For the 52 weeks ended 31 March 2005 Sira's unaudited turnover was £2.34m and
its profit before tax and group management charges was £0.3m. In the 21-week
period ended 26 August 2005 (the most recently available information) the
unaudited turnover was £0.9m and the profit before tax and group management
charges was £0.18m.
The estimated consideration of £1.42m, which is stated net of certain trade
creditors assumed by Volvere, is being satisfied as to £1.12m from existing cash
resources and by the issue of 148,148 Ordinary Shares of £0.0000001 each.
Application will be made for the admission of these Ordinary Shares to AIM. The
final consideration will be dependent on the value of the business's assets and
certain assumed liabilities as at the acquisition date. The estimated fair value
of the net assets acquired is £0.3m.
The acquisition of Sira is complementary to our existing activities at Vectra
and adds another profit stream to the Group.
Holding in NMT Group PLC
Starting in October 2004 we accumulated a holding of 2,269,024 ordinary shares
of £4 each in NMT Group PLC ('NMT') representing 26.04% of the total issued
ordinary share capital of that company for an aggregate cash consideration of
£1.47m. At the end of the period the investment in NMT was £0.39m (2 July 2004:
nil).
NMT is a licensing and development company for safety needle-based medical
devices. For the six months ending 30 June 2005 NMT's interim results showed a
loss before tax of £0.5m on sales of £nil. At that date NMT's net assets
amounted to £6.76m, of which cash represented £6.51m.
In view of NMT's poor financial performance, Volvere requisitioned an
Extraordinary General Meeting of NMT in order to remove that company's board and
replace it with executives from Volvere. On 14 September 2005, NMT shareholders
voted in support of Volvere's resolutions and your Chairman, Chief Executive and
Chief Operating Officer were duly elected to the board of NMT. Since that date
Volvere re-financed part of its holding by disposing of 1,306,600 shares in NMT
and entering into a long Contract for Difference ('CFD') over the shares sold. The
CFD provides us with an economic interest in the share price of the shares sold
whilst freeing up cash for other investments. Following the sale Volvere holds
962,424 shares, or 11.05 pct of NMT's issued share capital but with an economic
interest in 2,269,024 (26.04%).
At the average price at which the Company acquired its shares (including the
shares subject to the CFD) we consider the shareholding in NMT to represent an
attractive investment opportunity.
We are working hard to maximise the value of this investment and will report on
our progress in due course.
Future Strategy
We continue to seek activist or turnaround investment opportunities as well as
acquisitions that are complementary to Vectra, and now Sira.
Summary
The acquisition of Sira and the investment in NMT should add further profit
streams to the Group which will enable us to accelerate future growth.
Jonathan Lander
Chief Executive Officer
30 September 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT
1 January 1 January
to 1 July to 2 July Year ended 31
2005 2004 December 2004
Unaudited Unaudited Audited
Note £000 £000 £000
Turnover 2 5,130 5,447 10,501
Cost of sales (2,818) (3,052) (5,787)
------- ------- -------
Gross profit 2,312 2,395 4,714
Administrative Expenses:
- before realisation of
negative goodwill (2,352) (2,690) (5,075)
- realisation of negative
goodwill 12 38 60
------- ------- -------
Operating loss before finance
charges (28) (257) (301)
Profit on sale of tangible
fixed asset investments 10 - -
Interest receivable 50 39 90
------- ------- -------
Profit/(loss) on ordinary
activities before and after tax 32 (218) (211)
===== ===== =====
Earnings/(Loss) per share
Basic 5 0.8p (6.02p) (5.82p)
Diluted 5 0.8p (6.02p) (5.82p)
The operating loss for period arises from the Group's continuing operations.
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
1 January 1 January
to 1 July to 2 July Year ended 31
2005 2004 December 2004
Unaudited Unaudited Audited
£000 £000 £000
Profit/(loss)
for the period 32 (218) (211)
Total recognised gains/
(losses) recognised since
last financial statement 32 (218) (211)
====== ====== ======
CONSOLIDATED BALANCE SHEET
31 December
1 July 2005 2 July 2004 2004
Unaudited Unaudited Audited
Note £'000 £'000
FIXED ASSETS
Intangible fixed assets -
negative goodwill 3 (78) (112) (90)
Tangible fixed assets 139 178 153
Investments 385 - 192
-------- -------- --------
446 66 255
====== ====== ======
CURRENT ASSETS
Debtors 4 3,028 3,213 2,790
Cash at bank and in hand 2,667 3,015 3,003
-------- -------- --------
5,695 6,228 5,793
CREDITORS: amounts falling
due within one year (2,269) (2,461) (2,208)
-------- -------- --------
NET CURRENT ASSETS 3,426 3,767 3,585
TOTAL ASSETS LESS CURRENT
LIABILITIES 3,872 3,833 3,840
====== ====== ======
CAPITAL AND RESERVES
Called up share capital 50 50 50
Share premium account 50 50 50
Profit and loss account 3,772 3,733 3,740
-------- -------- --------
EQUITY SHAREHOLDERS' FUNDS 3,872 3,833 3,840
====== ====== ======
CONSOLIDATED CASH FLOW STATEMENT
1 January to 1 January to Year ended 31
1 July 2005 2 July 2004 December 2004
Unaudited Unaudited Audited
£000 £000 £000
Net cash inflow/(outflow) from
operating activities (190) (346) (206)
Returns on investment and
servicing of finance
Interest received 50 39 90
Capital expenditure and financial
investment
Purchase of tangible fixed assets (14) (14) (25)
Sale of tangible fixed assets - 3 3
Purchase of equity investment (227) - (192)
Sale of equity investment 45 - -
-------- -------- --------
Cash outflow before management of
liquid resources and financing (336) (318) (330)
Financing
Issue of ordinary share capital - 50 50
-------- -------- ---------
Decrease in cash in period (336) (268) (280)
====== ====== ======
RECONCILIATION OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES
1 January to 1 January to Year ended 31
1 July 2005 2 July 2004 December 2004
Unaudited Unaudited Audited
£000 £000 £000
Operating loss (28) (257) (301)
Depreciation 27 48 84
Realisation of negative
goodwill (12) (38) (60)
Decrease in stocks - 5 5
(Increase)/decrease in
debtors (238) (276) 147
Increase/(decrease) in
creditors 61 172 (81)
-------- -------- --------
Net cash inflow/
(outflow) from
operating activities (190) (346) (206)
====== ====== ======
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
1 January to 1 January to Year ended 31
1 July 2005 2 July 2004 December 2004
Unaudited Unaudited Audited
£000 £000 £000
Increase/(decrease)
in cash in period (336) (268) (280)
Net funds at start of
period 3,003 3,283 3,283
-------- -------- --------
Net funds at end of
period 2,667 3,015 3,003
====== ====== ======
The Group had no debt during the period or at the period end.
RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS
1 January to 1 January to Year ended 31
1 July 2005 2 July 2004 December 2004
Unaudited Unaudited Audited
£000 £000 £000
Opening shareholders'
funds 3,840 4,001 4,001
Issue of share capital - 50 50
Profit/(loss) for the
period 32 (218) (211)
-------- -------- --------
Closing shareholders'
funds 3,872 3,833 3,840
====== ====== ======
NOTES TO INTERIM STATEMENT
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 statement 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 accounts were approved by the directors on 29 September 2005.
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 £1,031,000 (1 July 2004:
£1,361,000 and 31 December 2004: £876,000).
5. Earnings per share
The basic and diluted loss per share are based on the profit on ordinary
activities after taxation of the company attributable to ordinary shareholders
of £31,000 and on 3,865,993 shares, being the weighted average number of
ordinary shares in the period. At the end of the period 3,638,440 (1 July 2004:
3,638,705; 31 December 2004: 3,638,440) ordinary shares were in issue. In
addition, 99,470 convertible shares (1 July 2004: 100,000; 31 December 2004:
99,470) were in issue and options for 277,483 shares (1 July 2004: 145,274; 31
December 2004: 237,741). Diluted profit per share is equivalent to basic profit
per share since the effect of including potential shares within the calculation
of diluted weighted average number of shares would be anti-dilutive.
6. Dividend
The Board is not recommending payment of an interim dividend for the period
ended 1 July 2005.
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.
This information is provided by RNS
The company news service from the London Stock Exchange