Interim Results

RNS Number : 6385Z

Volvere PLC

25 September 2009

 



Press Release

25 September 2009

Volvere plc

('Volvere' or the 'Group')

Interim Results for the period ended 3 July 2009

Volvere plc (AIM:VLE) the turnaround investment company, announces its interim results for the period ended 3 July 2009.

Highlights

·	Cash and marketable securities: £21.1 million (30 June 2008: £11.6 million, 31 December 2008: £12.5 million)
·	Group net assets: £19.4 million (30 June 2008: £10.8 million, 31 December 2008: £11.6 million)
·	Consolidated net assets and cash (including marketable securities) per share of £3.41 and £3.71 respectively (30 June 2008: £1.91 and £2.05, 31 December 2008: £2.05 and £2.20)
·	Group revenue from continuing businesses: £5.4 million (30 June 2008: £0.25 million, 12 months to 31 December 2008: £3.0 million)
·	Group profit for the period from continuing businesses: £0.5 million (30 June 2008: loss £0.2 million, 12 months to 31 December 2008: loss £0.2 million)
·	Total basic earnings per share 121.85p (30 June 2008: 0.18p, 31 December 2008: 5.69p); diluted earnings per share 113.56p (30 June 2008: 0.18p, 31 December 2008: 5.69p)
·	Sira Certification disposed of on 3 July 2009 for an initial cash consideration of £8.1 million, with a further £0.6 million contingent on future performance
·	Interactive Prospect Targeting, which was acquired on 29 September 2008, continued to perform strongly with revenue and operating profit for the period of £5.2 million and £1.0 million respectively (3 months to 31 December 2008 £2.7 million and £0.4 million). The Group has consolidated this company as a subsidiary as it has control over it, but its equity ownership is 50%
·	Continually improving environment for turnaround investing opportunities.

For further information:

Volvere plc
Jonathan Lander, CEO	Tel: [phone]
	www.volvere.co.uk

Arbuthnot Securities Limited
Ed Gay, Corporate Finance	Tel: [phone]
[e-mail]	www.arbuthnot.co.uk

Media enquiries:

Abchurch
Henry Harrison-Topham / Charlie Jack	Tel: [phone]
[e-mail]	www.abchurch-group.com

Chairman's Statement

I am pleased to report on the results for the period ended 3 July 2009.

The Group has achieved significant progress in the first half of 2009. The disposal of Sira Certification on 3 July for an initial £8.1m was particularly pleasing as this has increased the Group's cash reserves significantly at a time when cash is valuable. 

Our trading operations are now principally those of Interactive Prospect Targeting Limited ('IPT'), which is owned 50% by the Group. IPT's trading performance in the period was excellent, both in absolute terms and relative to the prior period.

Outlook

We continue to review potential acquisitions and investments.  Our strong balance sheet, which is principally cash, gives the Group the financial strength to take on the increasing challenges of the present economic climate.

Lord Kalms

Chairman

25 September 2009

  Chief Executive's Statement

The Group achieved a number of successes in the first half of 2009.

Disposal of Sira Certification

Of these, the disposal of the Group's certification business on 3 July following a period of profitable growth, was perhaps the most significant.  This business had been acquired by Volvere in late 2005/early 2006 for a total consideration of £1.4 million.  Having already recouped the Group's cash outlay prior to the sale, we achieved a respectable price of a minimum of £8.1 million - at a time of a severe economic downturn.  This was Volvere's second substantial turnaround and we are proud that it has proven to be so successful for the Group, Sira's staff and other stakeholders.

Online marketing and data services

The Group's largest business is now Interactive Prospect Targeting Limited ('IPT'), an online marketing and data services company.  In the first half of 2009, revenue and pre-tax profits were £5.2 million and £1.0 million respectively.  Since the period end, in August, IPT paid a dividend of £1 million (of which Volvere plc received £0.5 million). As a result the Group has now recouped all of its initial investment plus a further £0.3 million in less than one year. This outstanding result is a credit to the talents and hard work of the management and staff of the company.

The Board believes that the online marketing and data services sector remains attractive with marketers increasingly appreciating the value of targeted customer prospect databases built online. However, the economic environment remains challenging as there is little spending by more traditional direct marketers such as financial services clients. We are, therefore, keeping a tight control on costs until there is clear evidence of a more normal economic environment. At that point, however, we would expect IPT to perform even better.

Security solutions

The security solutions business continued to make progress during the period and achieved increased penetration of the judicial services sector with the SiraView digital CCTV viewer. The pipeline for surveillance solutions for clients continues to offer attractive opportunities for follow-on work.

Distressed securities

In March and April 2009 Volvere invested approximately £1 million in certain UK bank securities. I am pleased to report that those investments have performed extremely well.  At the period end, these investments were valued at £1.47 million. Since that time they have increased further in value such that, together with accrued interest, their value is over £1.8 million.  The Board believes that, whilst these investments remain speculative, they represent a good investment, particularly if the economic recovery is slow.

The financial performance of each of the Group's businesses is set out in detail in the Financial Review below.

Acquisitions and future strategy

Distressed deal flow has increased as would be expected. However, we believe that some banks are adopting a more lenient approach to covenant breaches than they have done in the past.  As a result some restructuring opportunities that would involve third party capital are being postponed.  We believe, however, that the need for restructurings is inevitable and this will present excellent opportunities for the Group's capital and skills in the coming twelve months.

With cash and marketable securities totalling approximately £21 million and no debt, the Group is well positioned to benefit from the current climate and we are working to identify opportunities to further enhance shareholder value.

Jonathan Lander
Chief Executive

25 September 2009

  Financial Review

This Financial Review covers the Group's performance during the period ended 3 July 2009. It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Disposal

On 3 July 2009 the Group disposed of Sira Certification, which represented the Group's Certification segment. The consideration was an initial cash payment of £8.1 million (following agreement of the net assets subject to the disposal), with up to an additional £0.6 million dependent upon the performance of Sira Certification for the years ended 31 December 2009 and 2010. The Group has assumed, at this stage, that the fair value of the total consideration receivable will be the initial consideration of £8.1 million.  When the Group has better visibility of the relevant periods' results, the fair value will be reassessed.

For the period, the Certification segment performed strongly, with revenue and pre-tax profit (before group management charges) of £2.6 million (2008: £2.1 million) and £0.5 million (2008: £0.2 million) respectively.  The consolidated net assets disposed of were £0.08 million.  The Certification activities had been acquired in September 2005 and March 2006 for approximately £1.4 million and had subsequently repaid their initial consideration to the Group from operating cash flow.  After costs (including performance incentives relating to the disposal) the gain on sale was approximately £6.4 million.  Detailed information about the disposal is included in note 3 to the interim results.

Since the disposal the Group has undertaken a review of its central costs to ensure that the central services team is appropriately sized for the remaining operations.

Revenue and operating performance

Detailed information about the Group's segments is set out in note 2 to these interim results and should be read in conjunction with this financial review.  As noted above, at the end of the period the Group disposed of its Certification services businesses and these have been classified as discontinued.

Online marketing and data services

The Group's principal trading subsidiary is Interactive Prospect Targeting Limited ('IPT'), which forms the online marketing and data services segment. IPT was acquired on 29 September 2008 for approximately £1.4 million, with the consideration being provided by Volvere plc through a mixture of debt (£1.2 million) and equity (£0.2 million). Following the acquisition, IPT issued shares to (and received loans from) certain of its management and staff for a total consideration of £0.8 million. The effect of this was to dilute the Group's shareholding to 50%; IPT has been consolidated as a subsidiary in line with the prior year. During the period, IPT repaid shareholder loans to Volvere plc of £0.8 million and to its management and staff totalling £0.6 million.  In August 2009, IPT paid a dividend totalling £1.0 million of which £0.5 million was paid to Volvere plc and the balance to IPT's third party shareholders.

IPT's revenue and pre-tax profit (before group management charges) in the period were £5.2 million (3 months to 31 December 2008: £2.7 million) and £1.0 million (3 months to 31 December 2008: £0.4 million). The company has continued to focus on identifying margin-enhancing revenue streams whilst maintaining strict cost control.

 Security solutions

Security solutions revenue was £0.19 million in the period (30 June 2008: £0.22 million; 31 December 2008: £0.36 million). There was a small loss (before group charges) of £9,000 (30 June 2008: profit £17,000; 31 December 2008: loss £13,000).  Although revenue was slightly below the corresponding period in 2008, the first half of 2009 was up 37% when compared to the second half of 2008, resulting in a corresponding improvement in profitability.  Sales of the digital CCTV-viewer, SiraView, continue to make progress, although the funding restrictions of central government are inevitably impacting on some customers. Surveillance equipment development work for the security services continues to present interesting opportunities and we expect that further projects in this area will be won in 2009.

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. In addition, the online marketing and data services segment is particularly heavily dependent on IT systems and infrastructure, the unavailability of which could impact the Group materially.

Key performance indicators

The Group uses key performance indicators suitable for the nature and size of the Group's businesses.  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 in respect of the security solutions segments. In the online marketing and data services segment, the Group monitors traffic statistics both in terms of yield and cost as well as overall profitability. The segmental analysis in note 2 to this interim report summarises the performance of each segment.

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 relatively 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 121.85p and 113.56p (30 June 2008: 0.18p and 0.18p, 31 December 2008: 5.69p and 5.69p). 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.  Following the disposal of Sira Certification, the Group issued 29,238 new ordinary shares for a total consideration of £42,500 pursuant to the rules of the scheme.

  Cash management

Cash balances and marketable securities at the period end totalled £21.1 million (30 June 2008: £11.6 million; 31 December 2008: £12.5 million). The increase compared to the prior periods reflects principally the sale on 3 July of Sira Certification for £8.1 million in cash (before expenses).

The Group has continued to adopt an active treasury management strategy. Investments totalling £1.0 million in certain UK bank securities were made in March and April 2009, which have been revalued to their market value at the period end of £1.47 million. Since the period end the Group has invested £7.45 million in UK government bonds and a further £2.0 million in an exchange-traded fund that invests in corporate bonds. The balance of the Group's cash is deposited with UK clearing banks.

During the period the Group's 50% owned subsidiary, Interactive Prospect Targeting Limited, repaid third party shareholder loans totalling £0.6 million and prior to disposal, Sira Certification repaid bank debt of £0.3 million.

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

25 September 2009

  Consolidated income statement

	Note	Period to 3 July 2009	6 months to 30 June 2008	12 months to 31 December 2008
		£'000	£'000	£'000
Continuing operations
Revenue		5,410	246	3,045
Cost of sales		(1,820)	(59)	(978)
Gross profit		3,590	187	2,067
Administrative expenses		(3,152)	(694)	(2,702)
Operating profit/(loss)		438	(507)	(635)
Investment revenues		-	-	1
Other gains and losses		108	8	8
Finance expense		(2)	-	(9)
Finance income		43	280	457
Profit/(loss) before tax		587	(219)	(178)
Tax		(63)	-	(4)
Profit/(loss) for the period from continuing operations		524	(219)	(182)
Discontinued operations
Profit for the period from discontinued operations	3	6,859	230	691
Profit for the period		7,383	11	509
Attributable to:
- Equity holders of the parent		6,915	10	323
- Minority interest		468	1	186
		7,383	11	509
Earnings/(loss) per share	4
Continuing operations
- Basic (pence)		0.99p	(3.88)p	(6.48)p
- Diluted (pence)		0.92p	(3.86)p	(6.48)p
Discontinued operations
- Basic (pence)		120.86p	4.05p	12.17p
- Diluted (pence)		112.64p	4.05p	12.17p
Total
- Basic (pence)		121.85p	0.18p	5.69p
- Diluted (pence)		113.56p	0.18p	5.69p

  Consolidated statement of comprehensive income

		Period to 3 July 2009	6 months to 30 June 2008	12 months to 31 December 2008
		£'000	£'000	£'000
Profit for the period		7,383	11	509
Other comprehensive income
Available-for-sale investments
- current period gains		465	-	97
- reclassification to profit		(97)	-	-
Other comprehensive income, net of tax		368	-	97
Total comprehensive income for the period		7,751	11	606
Attributable to:
Equity holders of the parent		7,283	10	420
Minority interests		468	1	186
		7,751	11	606

  Consolidated statement of changes in equity

	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Minority interest  £'000	Total equity £'000
Balance at 1 January 2009	50	3,586	97	16	7,218	10,967	670	11,637
Equity share options issued/cancelled	-	-	-	-	-	-	-	-
Minority interest	-	-	-	-	-	-	-	-
Transactions with owners	-	-	-	-	-	-	-	-
Profit for the period	-	-	-	-	6,915	6,915	468	7,383
Other comprehensive income
Available-for-sale financial assets
- current period gains	-	-	465	-	-	465	-	465
- reclassification to profit	-	-	(97)	-	-	(97)	-	(97)
Total comprehensive income for the period	-	-	368	-	6,915	7,283	468	7,751
Balance at 3 July 2009	50	3,586	465	16	14,133	18,250	1,138	19,388
Balance at 1 January 2008	50	3,586	-	15	6,887	10,538	283	10,821
Equity share options issued/cancelled	-	-	-	4	3	7	-	7
Minority interest	-	-	-	-	-	-	(2)	(2)
Transactions with owners	-	-	-	4	3	7	(2)	5
Profit for the period	-	-	-	-	10	10	1	11
Other comprehensive income
Available-for-sale financial assets
- current period gains	-	-	-	-	-	-	-	-
Total comprehensive income for the period	-	-	-	-	10	10	1	11
Balance at 30 June 2008	50	3,586	-	19	6,900	10,555	282	10,837

	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Minority interest £'000	Total equity £'000
Balance at 1 January 2008	50	3,586	-	15	6,887	10,538	283	10,821
Equity share options issued/cancelled	-	-	-	1	8	9	-	9
Minority interest	-	-	-	-	-	-	201	201
Transactions with owners	-	-	-	1	8	9	201	210
Profit for the period	-	-	-	-	323	323	186	509
Other comprehensive income
Available-for-sale financial assets
- current period gains	-	-	97	-	-	97	-	97
Total comprehensive income for the period	-	-	97	-	323	420	186	606
Balance at 31 December 2008	50	3,586	97	16	7,218	10,967	670	11,637

Consolidated statement of financial position

	Note	3 July 2009	30 June 2008	31 December 2008
		£'000	£'000	£'000
Assets
Non-current assets
Property, plant & equipment		361	225	495
Goodwill	5	456	-	532
Other intangible assets		-	597	476
Total non-current assets		817	822	1,503
Current assets
Trade and other receivables		1,787	1,365	3,264
Cash and cash equivalents		19,620	11,632	2,999
Available for sale investments		1,470	-	9,497
Deferred tax asset		-	-	88
Total current assets		22,877	12,997	15,848
Total assets		23,694	13,819	17,351
Liabilities
Current liabilities
Trade and other payables		(4,214)	(2,592)	(4,758)
Taxation		(67)	-	(21)
Other financial liabilities		-	(120)	(720)
Total current liabilities		(4,281)	(2,712)	(5,499)
Non-current liabilities
Financial liabilities		(25)	(270)	(215)
Total non-current liabilities		(25)	(270)	(215)
Total liabilities		(4,306)	(2,982)	(5,714)
NET ASSETS		19,388	10,837	11,637
Equity
Share capital		50	50	50
Share premium account		3,586	3,586	3,586
Revaluation reserve		465	-	97
Share option reserve		16	19	16
Retained earnings		14,133	6,900	7,218
Capital and reserves attributable to equity holders of the Company		18,250	10,555	10,967
Minority interest		1,138	282	670
TOTAL EQUITY		19,388	10,837	11,637

Consolidated statement of cash flows

		Period to 3 July 2009	Period to 3 July 2009	6 months to 30 June 2008	6 months to 30 June 2008	12 months to 31 December 2008	12 months to 31 December 2008
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Profit/(loss) for the period			7,383		11		509
Adjustments for:
Investment revenues		-		-		(1)
Other gains and losses		(108)		(8)		(8)
Finance expense		2		8		35
Finance income		(43)		(289)		(475)
Gain on disposal of discontinued operations		(6,859)		-		-
Tax charge/(credit)		63		-		(67)
Depreciation		120		37		137
Amortisation of intangible assets		-		120		240
Share based payment expenses		-		7		9
			(6,825)		(125)		(130)
Operating cash flows before movements in working capital			558		(114)		379
Decrease in trade and other receivables			268		148		307
Increase/(decrease) in trade and other payables			298		(350)		343
Cash generated by operations			1,124		(316)		1,029
Interest paid			(2)		(8)		(32)
Net cash from operating activities			1,122		(324)		997
Investing activities
Acquisition of subsidiary undertaking including associated costs, net of cash acquired		-		-		(1,373)
Increase in investment in subsidiary undertaking		-		-		(2)
Disposal of subsidiary		8,000		-		-
Purchases of property, plant and equipment		(200)		(60)		(175)
Disposal of available for sale investments		9,508		57		57
Shares issued to minority interest		-		-		200
Interest received		43		251		476
Income from available for sale investments		-		-		1
Purchase of available for sale investments		(1,005)		-		(9,400)
Fair value of additional consideration received from assets acquired		56		-		-
Net cash generated from/(used in) investing activities			16,402		248		(10,216)
Financing activities
Loan advances		-		-		600
Repayment of bank borrowings		(903)		(30)		(120)
Net cash (used in)/generated from financing activities			(903)		(30)		480
Net increase/(decrease) in cash and cash equivalents			16,621		(106)		(8,739)
Cash and cash equivalents at beginning of period			2,999		11,738		11,738
Cash and cash equivalents at end of period			19,620		11,632		2,999

Notes forming part of the unaudited interim results for the period ended 3 July 2009

1    Financial information

The financial information for the period ended 3 July 2009 and the comparative figures for the six months ended 30 June 2008 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 8 May 2009 in its annual financial statements, which are available on the Company's website at www.volvere.co.uk.

The comparative figures for the 12 months to 31 December 2008 have been prepared under IFRS (and have been restated to show as discontinued businesses the businesses sold on 3 July 2009). They do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The accounts for the 12 months ended 31 December 2008 received an unmodified auditor's report and have been filed with the Registrar of Companies and did not contain statements under section 237(2) or (3) of the Companies Act 1985.

The Group has estimated an annualised effective tax rate of 11%.  The effective rate is significantly lower than prevailing corporation tax rates in the UK because of the availability of accumulated tax losses in certain Group companies.

Copies of this statement will be available to members of the public at the Company's registered office: York House, 74-82 Queen Victoria Street, London, EC4N 4SJ and on its website www.volvere.co.uk.

2    Segment information

All revenue arose through services rendered in the principal activities of online marketing and data services, security solutions and investing and management services.  The Certification Services segment was disposed of at the end of the period.

The Group's primary reporting format for reporting segment information is business segments.

Period ended 3 July 2009
		Business Segments
	Online marketing & data services £'000	Security solutions £'000	Investing and management Services £'000	Eliminations £'000	Total £'000
Revenue
External	5,193	192	25	-	5,410
Inter-segment	-	-	229	(229)	-
Total	5,193	192	254	(229)	5,410
Segment result (note (a))	1,021	(9)	(574)	-	438
Profit from operations before goodwill and amortisation of intangible assets					438
Amortisation of intangible assets					-
Other gains and losses					108
Net finance income					41
Profit on ordinary activities before tax					587
Tax					(63)
Profit for the period from discontinued operations (note 2)					6,859
Profit for the period					7,383

  2    Segment information (continued)

Period ended 3 July 2009
		Business Segments
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Eliminations £'000	Total £'000
Statement of financial position (note (b))
Assets	3,837	69	19,788	-	23,694
Liabilities	(2,116)	(130)	(2,060)	-	(4,306)
Net assets/(liabilities)	1,721	(61)	17,728	-	19,388
Other
Capital expenditure	165	1	21	-	187
Depreciation	108	3	9	-	120
Amortisation	-	-	-	-	-

6 months ended 30 June 2008
			Business Segments
		Online marketing & data services £'000	Security solutions £'000		Investing and management services £'000	Eliminations £'000	Total £'000
Revenue
External		-	216		30	-	246
Inter-segment		-	-		184	(184)	-
Total		-	216		214	(184)	246
Segment result (note (a))		-	17		(524)	-	(507)
(Loss)/profit from operations before goodwill and amortisation of intangible assets							(507)
Amortisation of intangible assets							-
Other gains and losses							8
Net finance income							280
(Loss)/profit on ordinary activities before tax							(219)
Tax							-
Profit for the period from discontinued operations (note 2)							230
Profit for the period							11

  2    Segment information (continued)

6 months ended 30 June 2008
		Business Segments
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Eliminations £'000	Discontinued activities £'000	Total £'000
Statement of financial position (note (b))
Assets	-	147	11,509	-	2,163	13,819
Liabilities	-	(132)	(677)	-	(2,173)	(2,982)
Net assets/(liabilities)	-	15	10,832	-	(10)	10,837
Other
Capital expenditure	-	10	19	-	31	60
Depreciation	-	3	5	-	29	37
Amortisation	-	-	-	-	120	120

12 months ended 31 December 2008
			Business Segments
		Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Eliminations £'000	Total £'000
Revenue
External		2,658	356	31	-	3,045
Inter-segment		-	-	713	(713)	-
Total		2,658	356	744	(713)	3,045
Segment result (note (a))		406	(13)	(1,028)	-	(635)
(Loss)/profit from operations before goodwill and amortisation of intangible assets						(635)
Amortisation of intangible assets						-
Investment revenues						1
Other gains and losses						8
Net finance income/(expense)						448
(Loss)/profit on ordinary activities before tax						(178)
Tax						(4)
Profit for the period from discontinued operations (note 2)						691
Profit for the period						509

  2    Segment information (continued)

12 months ended 31 December 2008
		Business Segments
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Eliminations £'000	Discontinued activities £'000	Total £'000
Statement of financial position (note (b))
Assets	4,117	119	10,822	-	2,293	17,351
Liabilities	(2,539)	(73)	(570)	-	(2,532)	(5,714)
Net assets/(liabilities)	1,578	46	10,252	-	(239)	11,637
Other
Capital expenditure	48	11	24	-	92	175
Depreciation	50	7	11	-	69	137
Amortisation	-	-	-	-	240	240

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 3 July 2009.

    Note (b): 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
	Period to 3 July  2009	6 months to 30 June  2008	12 months ended 31 December 2008	3 July  2009	30 June  2008	31 December 2008
	£'000	£'000	£'000	£'000	£'000	£'000
UK	5,161	246	2,751	23,634	11,656	15,058
Rest of Europe	193	-	240	-	-	-
USA	40	-	-	-	-	-
Other	16	-	54	-	-	-
	5,410	246	3,045	23,634	11,656	15,058

	Capital expenditure by location of assets
	Period to 3 July  2009	6 months to 30 June  2008	Year ended 31 December 2008
	£'000	£'000	£'000
UK	23	29	83
Rest of Europe	-	-	-
USA	-	-	-
Other	-	-	-
	23	29	83

The above information is in respect of continuing businesses at the interim reporting date.  Information on discontinued operations is contained in note 3.

  3    Discontinued operations

On 3 July 2009 the Group sold Sira Test and Certification Limited, Sira Environmental Limited and Sira Certification Service, which together represented the Group's certification services segment.

The profit for the period from discontinued operations is as follows:

		£'000
Profit for period after tax (before group management and other charges)		481
Gain on discontinued operations after tax (see below)		6,378
		6,859

The gain from discontinued operations is as follows:

	£'000	£'000
Consideration:
Cash receivable	8,117
Less: disposal costs	(1,657)
		6,460
Less: net assets disposed of
Property, plant and equipment	530
Trade and other receivables	1,328
Other financial assets	88
Cash	640
Trade and other payables	(2,504)
		82
Pre-tax gain on disposal of discontinued operation		6,378
Related tax expense		-
Post tax gain on disposal of discontinued operation		6,378
The net cash inflow comprises:
Cash received		8,000

The consideration has been determined by reference to the fair value of the expected consideration receivable. There are additional elements of deferred consideration which are receivable upon certain milestones being achieved by the discontinued businesses for the years ending 31 December 2009 and 2010, with a total maximum payable of £0.6 million over two years. Until such time as the achievement of those milestones has been determined, the Group has assumed that the amount of consideration receivable will be that received to date (namely £8.1 million).

The statement of cash flows includes the following amounts relating to discontinued operations:

		2009 £'000
Operating activities		748
Investing activities		(2)
Financing activities		(300)
		446

4    Earnings per share

	Period to 3 July 2009 £'000	6 months to 30 June 2008 £'000	Year ended 31 December 2008 £'000
Numerator
Profit for the year attributable to equity holders	6,915	10	323
Earnings used in basic EPS and diluted EPS	6,915	10	323
Denominator
Weighted average number of shares used in basic EPS	5,675,232	5,675,232	5,675,232
Effects of:
- employee share incentive schemes	414,029	22,896	-
Weighted average number of shares used in diluted EPS	6,089,261	5,698,128	5,675,232

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:

	3 July  2009 No.	30 June 2008 No.	31 December 2008 No.
Employee share options	99,920	99,920	99,920

5    Goodwill

	3 July  2009 £'000	30 June 2008 £'000	31 December 2008 £'000
Cost
At 1 January	532	-	-
Business combination	-	-	532
Revisions to fair value	(76)	-	-
At period end	456	-	532
Accumulated impairment losses
At 1 January	-	-	-
Impairment losses for period	-	-	-
At period end	-	-	-
Carrying amount	456	-	532

Goodwill represents that arising from the acquisition of Interactive Prospect Targeting Limited, being the difference between the fair value of the consideration paid and the fair value of the net assets acquired.

6    Minority interest

The minority interest of £1,138,000 relates to the net assets attributable to the shares not held by the Group at 3 July 2009 in the following subsidiary undertakings:

	3 July  2009 £'000	30 June 2008 £'000	31 December 2008 £'000
NMT Group PLC	278	282	284
Interactive Prospect Targeting Limited	860	-	386
	1,138	282	670

7    Events after the balance sheet date

Further to the investments (totalling £1,005,000) in certain UK bank securities in March and April 2009, the Group invested £7,453,000 in July 2009 in UK government bonds and a further £2,011,000 in an exchange traded fund that invests in corporate bonds.  The balance of the Group's cash was deposited with UK clearing banks.

In July 2009 Volvere plc increased its holding in NMT Group PLC to 97.75% for a consideration of £90,000.

The Group's 50% owned subsidiary, Interactive Prospect Targeting Limited, declared a dividend in July 2009 of £1 million, of which £0.5 million was paid to Volvere plc and £0.5 million to IPT's other shareholders.

8    Dividend

The Board is not recommending the payment of an interim dividend for the period ended 3 July 2009.

- Ends -

 

END

 

 

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