18 September 2008
VOLVERE PLC
INTERIM RESULTS FOR THE YEAR ENDED 30 JUNE 2008
Volvere plc ('Volvere' or 'the Company'), the turnaround investment company, announces its interim results for the 6 months ended 30 June 2008.
HIGHLIGHTS
CHAIRMAN'S STATEMENT
I am pleased to report on the results for the six months ended 30 June 2008.
Our trading businesses delivered encouraging results for the period. The external environment is resulting in a larger number of potential investment opportunities and we continue to examine these closely. The Group's cash resources enable investments to be made in short timescales, which is becoming increasingly important in distressed investing. At the period end the Group's consolidated net assets and cash per share were £1.91 and £2.05 respectively (30 June 2007: £1.33 and £1.14; 31 December 2007: £1.91 and £2.07).
OUTLOOK
We believe that the weak economy will present many interesting opportunities for distressed investing over the coming months. We remain focused on selecting only those investments that we believe will enable increased shareholder value to be generated.
Lord Kalms
Chairman
18 September 2008
For further information, please contact:
Jonathan Lander, Chief Executive Officer
Volvere plc + 44 (0) 20 7979 7596
Tom Hulme
Landsbanki Securities (UK) Limited + 44 (0) 20 7426 9000
Chief Executive's Statement
Introduction
The 2008 first-half performance of all our trading businesses has been very encouraging. The financial performance of each of the Group's businesses is set out in detail in the Financial Review below.
Certification Services
Revenue in our Certification Services businesses (which principally certify products that are used in potentially explosive atmospheres and environmentally sensitive applications) increased by 17% compared to the prior period. We are particularly pleased with this performance, which builds upon growth achieved for the whole of 2007 of 20%. We reorganised the management of this segment at the end of 2007 and this has resulted in improvements in extending existing, and developing new, service offerings. As we reported in our 2007 full year results in June, the strength of the oil and gas sector in particular has underpinned the results in the explosive atmospheres business and we are in the process of developing the international aspects of this business further.
Security solutions
Following the underperformance of this business in 2007 it is pleasing to report an improvement during the first half of this year. Whilst the overall absolute financial returns have been small, we are steadily improving market penetration of the SiraView CCTV viewer and developing surveillance solutions for clients. The outlook for the remainder of 2008 and 2009 is dependent principally on the winning of follow-on project work for assignments coming to the end of their initial phases.
Acquisitions and Future Strategy
We have seen increased distressed deal flow in 2008, particularly in the last three months, from across a range of sectors. We remain committed to identifying attractive investment opportunities and utilising the Group's significant cash pursuant to its investing strategy.
Jonathan Lander
Chief Executive
18 September 2008
Financial Review
This Financial Review covers the Group's performance during the period ended 30 June 2008. It should be read in conjunction with the Chairman's and Chief Executive's statements.
Revenue and operating performance
Detailed information about the Group's segments is set out in note 1 to this interim report and this should be read in conjunction with this financial review. Certification Services represents the activities of Sira Certification; Investing Activities are the activities of NMT Group PLC, the Group's 95%-owned subsidiary and Management Services represents the activities of the Group's management and central services functions. Safety and Risk Consulting comprised the activities of Vectra Group, which was sold during November 2007, and have therefore been classified as discontinued. Revenue and operating performances for each segment are summarised in Table 1 below:
TABLE 1 |
REVENUE (Note 1) |
ADJUSTED PROFIT/(LOSS) FROM OPERATIONS (Note 2) |
||||
SEGMENT |
6 months to 30 June 2008 |
6 months to 30 June 2007 |
12 months to 31 December 2007 |
6months to 30 June 2008 |
30 June 2007 |
12months to 31 December 2007 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Continuing |
|
|
|
|
|
|
Certification Services |
2,048 |
1,746 |
3,621 |
349 |
238 |
560 |
Security Solutions |
216 |
21 |
174 |
17 |
(127) |
(145) |
Investing Activities |
- |
- |
- |
(46) |
(30) |
(57) |
Management Services |
30 |
- |
- |
(478) |
(429) |
(924) |
Total Continuing |
2,294 |
1,767 |
3,795 |
(158) |
(348) |
(566) |
|
|
|
|
|
|
|
Discontinued |
|
|
|
|
|
|
Safety & Risk Consulting |
- |
5,419 |
9,352 |
- |
236 |
362 |
|
|
|
|
|
|
|
Total before amortisation of intangible assets and realisation of negative goodwill |
2,294 |
7,186 |
13,147 |
(158) |
(112) |
(204) |
Amortisation of intangible assets |
- |
- |
- |
(120) |
(120) |
(241) |
Realisation of negative goodwill |
- |
- |
- |
- |
93 |
93 |
TOTAL |
2,294 |
7,186 |
13,147 |
(278) |
(139) |
(352) |
Note 1: Revenue is external revenue exclusive of intra-group sales.
Note 2: Segment adjusted profit/(loss) from operations is stated before amortisation of intangibles, intra-group charges and realisation of negative goodwill. In addition, for the purposes of the 2007 comparative information, the Group has allocated the 2007 central service costs between the continuing Management Services and discontinued Safety & Risk Consulting segments.
During the first half of 2008 our Certification Services businesses increased revenues by 17% to £2.05m (2007: £1.75m). As a result principally of the increase in revenues, the contribution to Group overheads (before finance costs and amortisation of intangible assets) increased 47% to £0.35m (2007: £0.24m).
Security Solutions revenue increased following the successful launch of the SiraView digital CCTV viewing software and the progress made on increasing work from development projects for the security services. The increase in revenues resulted in a small profit being achieved, compared to a loss in the prior period.
The Group continues to minimise central costs where possible and has resized the central services team following the disposal of Vectra in 2007. The existing central services team will be able to absorb modest future growth in the Group's activities whether by organic or acquisitive growth.
Amortisation of intangible assets relates to the acquisition of the business and assets of Sira Test and Certification Limited in 2005, the cost of which is being amortised over 5 years. Negative goodwill realised in 2007 relates to the Group's increase in its investment in NMT during that year.
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, 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.
Key performance indicators
The Group uses key performance indicators suitable for the nature and size of the Group's business. This is primarily monthly reports of profitability, levels of working capital and workload. Order intake and chargeable staff utilisation is monitored weekly and reported monthly.
Corporate governance
The Board gives careful consideration to the principles of corporate governance as set out in the Combined Code on Corporate Governance issued by the Financial Reporting Council in June 2006 (the 'Revised Combined Code'). However, the Company is small and it is the opinion of the Directors that not all the provisions of the Revised Combined Code are relevant or desirable for a company of Volvere's size.
The Company has established an Audit Committee and a Remuneration Committee with formal terms of reference and which comprise the Chairman and Non-Executive Directors. The Board meets regularly and has ultimate responsibility for the management of the Company.
Earnings per share
The basic and diluted earnings per ordinary share were respectively 0.176p and 0.175p (30 June 2007: 0.036p and 0.035p, 31 December 2007: 57.74p and 57.05p). During the period the Group continued the operation of a share option scheme in which all staff are entitled to participate, subject to certain conditions.
Amortisation of intangible assets
An amount of £120,000 was charged to profit and loss (30 June 2007: £120,000, 31 December 2007: £241,000) in respect of the amortisation of the Group's intangible assets.
Cash management
Cash balances at the period end totalled £11,632,000 (30 June 2007: £6,443,000, 31 December 2007: £11,738,000). The increase compared to the prior comparable period reflects principally the sale in November 2007 of Vectra Group for £6m in cash (before expenses).
Hedging
It is not the Group's policy to enter into derivative instruments to hedge interest rate risk.
Dividends
In accordance with the policy set out in the prospectus on admission to AIM, the Board does not currently intend to recommend payment of a dividend and prefers to retain profits as they arise for investment in future opportunities.
Nick Lander
Chief Financial & Operating Officer
18 September 2008
Consolidated income statement
Unaudited interim results for the six months ended 30 June 2008
|
|
Continuing Operations
6 months to 30 June 2008
|
Continuing Operations
6 months to
30 June 2007
|
Discontinued Operations
6 months to
30 June
2007
|
Total
6 months to 30 June 2007
|
Continuing
Operations
12 months to 31 December
2007
|
Discontinued operations
12 months to 31 December
2007
|
Total
2007
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
2,294
|
1,767
|
5,419
|
7,186
|
3,795
|
9,352
|
13,147
|
Cost of sales
|
|
(681)
|
(549)
|
(2,945)
|
(3,494)
|
(1,180)
|
(5,105)
|
(6,285)
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
1,613
|
1,218
|
2,474
|
3,692
|
2,615
|
4,247
|
6,862
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
|
|
|
|
|
|
Before goodwill and amortisation
|
|
(1,771)
|
(1,566)
|
(2,238)
|
(3,804)
|
(3,181)
|
(3,885)
|
(7,066)
|
Amortisation of intangible assets
|
|
(120)
|
(120)
|
-
|
(120)
|
(241)
|
-
|
(241)
|
Realisation of negative goodwill
|
|
-
|
93
|
-
|
93
|
93
|
-
|
93
|
Administrative expenses
|
|
(1,891)
|
(1,593)
|
(2,238)
|
(3,831)
|
(3,329)
|
(3,885)
|
(7,214)
|
|
|
|
|
|
|
|
|
|
(Loss)/profit from operations
|
|
(278)
|
(375)
|
236
|
(139)
|
(714)
|
362
|
(352)
|
|
|
|
|
|
|
|
|
|
Profit on sale of investment
|
|
8
|
-
|
-
|
-
|
-
|
-
|
-
|
Finance costs
|
|
(8)
|
(10)
|
(12)
|
(22)
|
(41)
|
(12)
|
(53)
|
Finance income
|
|
289
|
164
|
1
|
165
|
391
|
-
|
391
|
|
|
|
|
|
|
|
|
|
(Loss)/profit before tax
|
|
11
|
(221)
|
225
|
4
|
(364)
|
350
|
(14)
|
Tax expense
|
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Post-tax gain on disposal of
discontinued operation
|
|
-
|
-
|
-
|
-
|
-
|
3,270
|
3,270
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the year
|
|
11
|
(221)
|
225
|
4
|
(364)
|
3,620
|
3,256
|
Attributable to:
|
|
|
|
|
|
|
|
|
- Equity holders of the parent
|
|
10
|
|
|
2
|
|
|
3,251
|
- Minority interest
|
|
1
|
|
|
2
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
4
|
|
|
3,256
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
- Basic (pence)
|
|
0.176p
|
|
|
0.036p
|
|
|
57.74p
|
- Diluted (pence)
|
|
0.175p
|
|
|
0.035p
|
|
|
57.05p
|
|
|
|
|
|
|
|
|
|
There are no recognised gains or losses other than the result for the current and preceding periods. Accordingly no statement of recognised income and expenses is given.
Notes:
The financial information for the six months ended 30 June 2008 and the comparative figures for the six months ended 30 June 2007 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 17 June 2008 in its annual financial statements, which are available on the company's website at www.volvere.co.uk.
The group has estimated an annualised effective tax rate of nil due to deferred tax not recognised.
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in the notes.
Copies of this statement will be available to members of the public at the company's registered office: 9-11 Grosvenor Gardens, London, SW1W 0BD and on its website www.volvere.co.uk.
Consolidated statement of changes in equity
Unaudited interim results for the six months ended 30 June 2008
|
Share capital £'000 |
Share premium £'000 |
Share option reserve £'000 |
Retained earnings £'000 |
Total £'000 |
Changes in equity |
|
|
|
|
|
Balance at 1 January 2008 |
50 |
3,586 |
15 |
6,887 |
10,538 |
Profit for the period & total recognised income and expense for the period |
- |
- |
- |
10 |
10 |
Equity share options issued/cancelled |
- |
- |
4 |
3 |
7 |
|
|
|
|
|
|
Balance at 30 June 2008 |
50 |
3,586 |
19 |
6,900 |
10,555 |
|
|
|
|
|
|
Balance at 1 January 2007 |
50 |
3,313 |
75 |
3,575 |
7,013 |
Profit for the period & total recognised income and expense for the period |
- |
- |
- |
2 |
2 |
Issue of share capital |
- |
271 |
- |
- |
271 |
Equity share options issued/cancelled |
- |
- |
8 |
- |
8 |
|
|
|
|
|
|
Balance at 30 June 2007 |
50 |
3,584 |
83 |
3,577 |
7,294 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2007 |
50 |
3,313 |
75 |
3,575 |
7,013 |
Profit for the year & total recognised income and expense for the year |
- |
- |
- |
3,251 |
3,251 |
Issue of share capital |
- |
273 |
- |
- |
273 |
Equity share options issued/cancelled |
- |
- |
(60) |
61 |
1 |
|
|
|
|
|
|
Balance at 31 December 2007 |
50 |
3,586 |
15 |
6,887 |
10,538 |
|
|
|
|
|
|
Consolidated balance sheet
Unaudited interim results for the six months ended 30 June 2008
|
|
30 June 2008 |
30 June 2007 |
31 December 2007 |
|
|
£'000 |
£'000 |
£'000 |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Intangible assets |
|
597 |
837 |
716 |
Available for sale investments |
|
- |
- |
48 |
Property, plant & equipment |
|
225 |
330 |
203 |
|
|
|
|
|
Total non-current assets |
|
822 |
1,167 |
967 |
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
|
1,365 |
5,058 |
1,474 |
Cash and cash equivalents |
|
11,632 |
6,443 |
11,738 |
|
|
|
|
|
Total current assets |
|
12,997 |
11,501 |
13,212 |
|
|
|
|
|
Total assets |
|
13,819 |
12,668 |
14,179 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
(2,592) |
(4,584) |
(2,938) |
Other financial liabilities |
|
(120) |
(150) |
(120) |
|
|
|
|
|
Total current liabilities |
|
(2,712) |
(4,734) |
(3,058) |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Financial liabilities |
|
(270) |
(360) |
(300) |
|
|
|
|
|
Total non-current liabilities |
|
(270) |
(360) |
(300) |
|
|
|
|
|
Total liabilities |
|
(2,982) |
(5,094) |
(3,358) |
|
|
|
|
|
TOTAL NET ASSETS |
|
10,837 |
7,574 |
10,821 |
|
|
|
|
|
Capital and reserves attributable to equity holders of the company |
|
|
|
|
Share capital |
|
50 |
50 |
50 |
Share premium account |
|
3,586 |
3,584 |
3,586 |
Share option reserve |
|
19 |
83 |
15 |
Retained earnings |
|
6,900 |
3,577 |
6,887 |
|
|
|
|
|
|
|
10,555 |
7,294 |
10,538 |
Minority interest |
|
282 |
280 |
283 |
|
|
|
|
|
TOTAL EQUITY |
|
10,837 |
7,574 |
10,821 |
|
|
|
|
|
Consolidated cash flow statement
Unaudited interim results for the six months ended 30 June 2008
|
|
6 months to 30 June 2008 |
6 months to 30 June 2008 |
6 months to 30 June 2007 |
6 months to 30 June 2007 |
12 months to 31 December 2007 |
12 months to 31 December 2007 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Operating activities |
|
|
|
|
|
|
|
Net loss from ordinary activities |
|
(278) |
|
(139) |
|
(352) |
|
Adjustments for: |
|
|
|
|
|
|
|
Depreciation |
|
37 |
|
66 |
|
133 |
|
Realisation of negative goodwill |
|
- |
|
(93) |
|
(93) |
|
Amortisation of intangible assets |
|
120 |
|
120 |
|
241 |
|
Share based payment expenses |
|
7 |
|
8 |
|
1 |
|
|
|
|
|
|
|
|
|
Operating cashflows before changes in working capital and provisions |
|
|
(114) |
|
(38) |
|
(70) |
Decrease/(increase) in trade and other receivables |
|
148 |
|
(337) |
|
(24) |
|
(Decrease)/increase in trade and other payables |
|
(350) |
|
304 |
|
994 |
|
|
|
|
|
|
|
|
|
Operating cashflows from working capital movements |
|
|
(202) |
|
(33) |
|
970 |
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
Acquisition of subsidiary, net of cash acquired |
|
- |
|
(5) |
|
(39) |
|
Disposal of subsidiary, net of cash disposed |
|
- |
|
- |
|
4,431 |
|
Purchases of property, plant and equipment |
|
(60) |
|
(104) |
|
(228) |
|
Sales of property, plant and equipment |
|
- |
|
- |
|
- |
|
Interest received |
|
251 |
|
165 |
|
396 |
|
Purchase of available for sale investments |
|
- |
|
- |
|
(49) |
|
Disposal of available for sale investments |
|
57 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
248 |
|
56 |
|
4,511 |
Financing activities |
|
|
|
|
|
|
|
Repayment of bank borrowings |
|
(30) |
|
(60) |
|
(150) |
|
Interest paid |
|
(8) |
|
(22) |
|
(63) |
|
|
|
|
|
|
|
|
|
|
|
|
(38) |
|
(82) |
|
(213) |
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
(106) |
|
(97) |
|
5,198 |
Cash and cash equivalents at beginning of period |
|
|
11,738 |
|
6,540 |
|
6,540 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
|
11,632 |
|
6,443 |
|
11,738 |
|
|
|
|
|
|
|
|
1 Segment information
The Group's primary reporting format for reporting segment information is business segments. The Group's activities are currently organised into four segments: Certification Services, Security Solutions, Investing Activities and Management Services. All revenue arose from these segments. During 2007 the Safety & Risk Consulting segment ceased to exist following the disposal of the Group's activities in this area. Segment information is presented below.
|
Period ended 30 June 2008 |
|
|
|
|
|
||
|
|
|
Business Segments |
|
|
|
|
|
|
|
Safety & Risk Consulting £'000 |
Certification Services £'000 |
Security Solutions £'000 |
Investing Activities £'000 |
Management Services £'000 |
Eliminations £'000 |
Total £'000 |
|
Revenue |
|
|
|
|
|
|
|
|
External |
- |
2,048 |
216 |
- |
30 |
- |
2,294 |
|
Inter-segment |
- |
5 |
- |
- |
184 |
(189) |
- |
|
|
|
|
|
|
|
|
|
|
Total |
- |
2,053 |
216 |
- |
214 |
(189) |
2,294 |
|
|
|
|
|
|
|
|
|
|
Segment result (note (a)) |
|
|
|
|
|
|
|
|
Continuing operations (note (b)) |
- |
349 |
17 |
(46) |
(478) |
- |
(158) |
|
Discontinued operations (note (b)) |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
Total |
- |
349 |
17 |
(46) |
(478) |
- |
(158) |
|
|
|
|
|
|
|
|
|
|
Loss from operations before goodwill and amortisation of intangible assets |
|
|
|
|
(158) |
||
|
Amortisation of intangible assets |
|
|
|
|
|
(120) |
|
|
Negative goodwill released to income |
|
|
|
|
|
- |
|
|
Net financing income |
|
|
|
|
|
281 |
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax |
|
|
|
|
|
3 |
|
|
Gain on disposal of fixed asset investment |
|
|
|
|
8 |
||
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
Period ended 30 June 2008 |
|
|
|
|
|
||
|
|
|
Business Segments |
|
|
|
|
|
|
|
Safety & Risk Consulting £'000 |
Certification Services £'000 |
Security Solutions £'000 |
Investing Activities £'000 |
Management Services £'000 |
Eliminations £'000 |
Total £'000 |
|
Balance sheet (note (c)) |
|
|
|
|
|
|
|
|
Assets |
- |
2,163 |
147 |
5,970 |
5,539 |
- |
13,819 |
|
Liabilities |
- |
(2,173) |
(132) |
(89) |
(588) |
- |
(2,982) |
|
|
|
|
|
|
|
|
|
|
Net assets/(liabilities) |
- |
(10) |
15 |
5,881 |
4,951 |
- |
10,837 |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Capital expenditure |
- |
31 |
10 |
- |
19 |
- |
60 |
|
Depreciation |
- |
(29) |
(3) |
- |
(5) |
- |
(37) |
|
Amortisation |
- |
(120) |
- |
- |
- |
- |
(120) |
|
Realisation of negative goodwill |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
Period ended 30 June 2007 |
|
|
|
|
|
||
|
|
|
Business Segments |
|
|
|
|
|
|
|
Safety & Risk Consulting £'000 |
Certification Services £'000 |
Security Solutions £'000 |
Investing Activities £'000 |
Management Services £'000 |
Eliminations £'000 |
Total £'000 |
|
Revenue |
|
|
|
|
|
|
|
|
External |
5,419 |
1,746 |
21 |
- |
- |
- |
7,186 |
|
Inter-segment |
- |
- |
- |
- |
409 |
(409) |
- |
|
|
|
|
|
|
|
|
|
|
Total |
5,419 |
1,746 |
21 |
- |
409 |
(409) |
7,186 |
|
|
|
|
|
|
|
|
|
|
Segment result (note (a)) |
|
|
|
|
|
|
|
|
Continuing operations (note (b)) |
- |
238 |
(127) |
(30) |
(429) |
- |
(348) |
|
Discontinued operations (note (b)) |
236 |
- |
- |
- |
- |
- |
236 |
|
|
|
|
|
|
|
|
|
|
Total |
236 |
238 |
(127) |
(30) |
(429) |
- |
(112) |
|
|
|
|
|
|
|
|
|
|
Loss from operations before goodwill and amortisation of intangible assets |
|
|
|
|
(112) |
||
|
Amortisation of intangible assets |
|
|
|
|
|
(120) |
|
|
Negative goodwill released to income |
|
|
|
|
|
93 |
|
|
Net financing income |
|
|
|
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax and for the period |
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
Period ended 30 June 2007 |
|
|
|
|
|
||
|
|
|
Business Segments |
|
|
|
|
|
|
|
Safety & Risk Consulting £'000 |
Certification Services £'000 |
Security Solutions £'000 |
Investing Activities £'000 |
Management Services £'000 |
Eliminations £'000 |
Total £'000 |
|
Balance sheet (note (c)) |
|
|
|
|
|
|
|
|
Assets |
4,090 |
2,314 |
10 |
5,862 |
392 |
- |
12,668 |
|
Liabilities |
(2,432) |
(2,193) |
(27) |
(65) |
(377) |
- |
(5,094) |
|
|
|
|
|
|
|
|
|
|
Net assets/(liabilities) |
1,658 |
121 |
(17) |
5,797 |
15 |
- |
7,574 |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Capital expenditure |
58 |
40 |
5 |
- |
- |
- |
103 |
|
Depreciation |
(39) |
(23) |
(3) |
- |
(1) |
- |
(66) |
|
Amortisation |
- |
(120) |
- |
- |
- |
- |
(120) |
|
Realisation of negative goodwill |
- |
- |
- |
- |
93 |
- |
93 |
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2007 |
|
|
|
|
|
||
|
|
|
Business Segments |
|
|
|
|
|
|
|
Safety & Risk Consulting £'000 |
Certification Services £'000 |
Security Solutions £'000 |
Investing Activities £'000 |
Management Services £'000 |
Eliminations £'000 |
Total £'000 |
|
Revenue |
|
|
|
|
|
|
|
|
External |
9,352 |
3,621 |
174 |
- |
- |
- |
13,147 |
|
Inter-segment |
- |
22 |
- |
- |
949 |
(971) |
- |
|
|
|
|
|
|
|
|
|
|
Total |
9,352 |
3,643 |
174 |
- |
949 |
(971) |
13,147 |
|
|
|
|
|
|
|
|
|
|
Segment result (note (a)) |
|
|
|
|
|
|
|
|
Continuing operations (note (b)) |
- |
560 |
(145) |
(57) |
(924) |
- |
(566) |
|
Discontinued operations (note (b)) |
362 |
- |
- |
- |
- |
- |
362 |
|
|
|
|
|
|
|
|
|
|
Total |
362 |
560 |
(145) |
(57) |
(924) |
- |
(204) |
|
|
|
|
|
|
|
|
|
|
Loss from operations before goodwill and amortisation of intangible assets |
|
|
|
|
(204) |
||
|
Amortisation of intangible assets |
|
|
|
|
|
(241) |
|
|
Negative goodwill released to income |
|
|
|
|
|
93 |
|
|
Net financing income |
|
|
|
|
|
338 |
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax |
|
|
|
|
|
(14) |
|
|
Gain on disposal of discontinued operation |
|
|
|
|
3,270 |
||
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
|
|
|
3,256 |
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2007 |
|
|
|
|
|
||
|
|
|
Business Segments |
|
|
|
|
|
|
|
Safety & Risk Consulting £'000 |
Certification Services £'000 |
Security Solutions £'000 |
Investing Activities £'000 |
Management Services £'000 |
Eliminations £'000 |
Total £'000 |
|
Balance sheet (note (c)) |
|
|
|
|
|
|
|
|
Assets |
- |
2,506 |
78 |
5,986 |
5,609 |
- |
14,179 |
|
Liabilities |
- |
(2,249) |
(40) |
(57) |
(1,012) |
- |
(3,358) |
|
|
|
|
|
|
|
|
|
|
Net assets |
- |
257 |
38 |
5,929 |
4,597 |
- |
10,821 |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Capital expenditure |
111 |
101 |
5 |
- |
11 |
- |
228 |
|
Depreciation |
75 |
50 |
5 |
- |
3 |
- |
133 |
|
Amortisation |
- |
241 |
- |
- |
- |
- |
241 |
|
Realisation of negative goodwill |
- |
- |
- |
(93) |
- |
- |
(93) |
|
|
|
|
|
|
|
|
|
Note (a): The segment result has been stated before tax, interest, amortisation of intangible assets and Group management charges. Comparative results have been stated as discontinued where the segment activities have been classified as such in the period ended 30 June 2008.
Note (b): The Group has a central services function that provides financial, IT and HR services to Group companies. In order to present segmental and continuing/discontinued information for 2007 more meaningfully, the Group has allocated the 2007 central service costs between the continuing Management Services and discontinued Safety & Risk Consulting segments.
Note (c): Segment assets and liabilities have been stated excluding inter-segment balances.
The Group's secondary reporting format for reporting segment information is geographic segments.
|
|
External revenue by location of customers |
Total assets by location of assets |
||||
|
|
6 months to 30 June 2008 |
6 months to 30 June 2007 |
Year ended 31 December 2007 |
6 months to 30 June 2008 |
6 months to 30 June 2007 |
Year ended 31 December 2007 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
UK |
1,663 |
5,490 |
10,484 |
13,819 |
11,620 |
14,179 |
|
Rest of Europe |
129 |
897 |
1,552 |
- |
410 |
- |
|
USA |
369 |
399 |
248 |
- |
- |
- |
|
Other |
133 |
400 |
863 |
- |
638 |
- |
|
|
|
|
|
|
|
|
|
|
2,294 |
7,186 |
13,147 |
13,819 |
12,668 |
14,179 |
|
|
|
|
|
|
|
|
|
|
External revenue by location of customers |
Total assets by location of assets |
||||
|
|
6 months to 30 June 2008 |
6 months to 30 June 2007 |
Year ended 31 December 2007 |
6 months to 30 June 2008 |
6 months to 30 June 2007 |
Year ended 31 December 2007 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Continuing operations |
|
|
|
|
|
|
|
UK |
1,663 |
1,301 |
2,770 |
13,819 |
8,578 |
14,179 |
|
Rest of Europe |
129 |
172 |
555 |
- |
- |
- |
|
USA |
369 |
207 |
248 |
- |
- |
- |
|
Other |
133 |
87 |
222 |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
2,294 |
1,767 |
3,795 |
13,819 |
8,578 |
14,179 |
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
|
|
UK |
- |
4,189 |
7,714 |
- |
3,042 |
- |
|
Rest of Europe |
- |
725 |
997 |
- |
410 |
- |
|
USA |
- |
192 |
- |
- |
- |
- |
|
Other |
- |
313 |
641 |
- |
638 |
- |
|
|
|
|
|
|
|
|
|
|
- |
5,419 |
9,352 |
- |
4,090 |
- |
|
|
|
|
|
|
|
|
|
|
Capital expenditure by location of assets |
||
|
|
6 months to 30 June 2008 |
6 months to 30 June 2007 |
Year ended 31 December 2007 |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
UK |
60 |
99 |
228 |
|
Rest of Europe |
- |
4 |
- |
|
USA |
- |
- |
- |
|
Other |
- |
- |
- |
|
|
|
|
|
|
|
60 |
103 |
228 |
|
|
|
|
|
|
|
Capital expenditure by location of assets |
||
|
|
6 months to 30 June 2008 |
6 months to 30 June 2007 |
Year ended 31 December 2007 |
|
|
£'000 |
£'000 |
£'000 |
|
Continuing operations |
|
|
|
|
UK |
60 |
45 |
117 |
|
Rest of Europe |
- |
- |
- |
|
USA |
- |
- |
- |
|
Other |
- |
- |
- |
|
|
|
|
|
|
|
60 |
45 |
117 |
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
UK |
- |
54 |
111 |
|
Rest of Europe |
- |
4 |
- |
|
USA |
- |
- |
- |
|
Other |
- |
- |
- |
|
|
|
|
|
|
|
- |
58 |
111 |
|
|
|
|
|
Information on discontinued operations is contained in note 2.
2 Discontinued operations
In November 2007, the Group sold Vectra Group Limited and its subsidiary undertakings, which represented the Group's Safety & Risk Consulting segment.
3 Earnings per share
|
|
6 months to 30 June 2008 £'000 |
6 months to 30 June 2007 £'000 |
Year ended 31 December 2007 £'000 |
|
Numerator |
|
|
|
|
Profit for the year attributable to equity holders |
10 |
2 |
3,251 |
|
|
|
|
|
|
Earnings used in basic EPS and DEPS |
10 |
2 |
3,251 |
|
|
|
|
|
|
Denominator |
|
|
|
|
Weighted average number of shares used in basic EPS |
5,675,232 |
5,583,626 |
5,631,925 |
|
|
|
|
|
|
Effects of: |
|
|
|
|
- employee share incentive schemes |
22,896 |
119,485 |
68,165 |
|
- employee share options |
- |
- |
- |
|
|
|
|
|
|
Weighted average number of shares used in diluted EPS |
5,698,128 |
5,703,111 |
5,700,090 |
Certain employee share options have been excluded from the calculation above as their exercise price is greater than the weighted average share price during the period and therefore it would not be advantageous for the holders to exercise them.
The following options have been excluded:
|
|
30 June 2008 No. |
30 June 2007 No. |
31 December 2007 No. |
|
|
|
|
|
|
Employee share options |
99,920 |
214,401 |
36,720 |
|
|
|
|
|
4 Reserves
|
|
Share capital £'000 |
Share premium account £'000 |
Share option reserve £'000 |
Retained earnings £'000 |
|
|
|
|
|
|
|
At 1 January 2008 |
50 |
3,586 |
15 |
6,887 |
|
Premium on shares issued |
- |
- |
- |
- |
|
Options lapsed/revalued |
- |
- |
(3) |
3 |
|
Share-based payment expense |
- |
- |
7 |
- |
|
Profit for the period |
- |
- |
- |
10 |
|
|
|
|
|
|
|
At 30 June 2008 |
50 |
3,586 |
19 |
6,900 |
|
|
|
|
|
|
5 Changes in shareholders' equity
|
|
30 June 2008 £'000 |
30 June 2007 £'000 |
31 December 2007 £'000 |
|
|
|
|
|
|
Total recognised income and expense |
10 |
2 |
3,251 |
|
Ordinary shares issued as consideration shares |
- |
271 |
273 |
|
Ordinary shares purchased for cancellation |
- |
- |
- |
|
Share-based payment expense |
7 |
8 |
1 |
|
|
|
|
|
|
|
17 |
281 |
3,525 |
|
Capital and reserves attributable to equity holders of the parent at the beginning of the period |
10,538 |
7,013 |
7,013 |
|
|
|
|
|
|
Capital and reserves attributable to equity holders of the parent at the end of the period |
10,555 |
7,294 |
10,538 |
|
|
|
|
|
|
Minority interest |
282 |
280 |
283 |
|
|
|
|
|
|
Total equity |
10,837 |
7,574 |
10,821 |
|
|
|
|
|
6 Minority interest
The minority interest of £282,000 relates to the share of NMT Group PLC net assets attributable to those shares not held by the Group at 30 June 2008.
7 Dividend
The Board is not recommending the payment of an interim dividend for the period ended 30 June 2008.