Interim Results

RNS Number : 1951S

Volvere PLC

22 September 2014

 

Press Release

22 September 2014

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2014

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its Interim Results for the six months ended 30 June 2014.

Highlights

£ million except where stated	As at 30 June 2014	As at 30 June 2013	As at 31 December 2013
Consolidated net assets per share (excluding non-controlling interests)2	£3.93	£3.46	£4.00
Group net assets	17.1	16.9	17.6
Cash and marketable securities	12.2	12.3	12.2
	Six months ended		Year Ended
	30 June 2014	30 June 20131	31 December 2013
Group revenue from continuing businesses	9.8	4.5	16.1
Group (loss)/profit before tax from continuing operations	(0.29)	(0.42)	0.51
Group (loss)/profit before tax from continuing operations before one-off share-based payment expense and gain on bargain acquisition	(0.14)	(0.42)	0.09

Note

1              June 2013 comparatives have been re-presented where appropriate to exclude the results of discontinued operations

2              Based on respective period end shares in issue of 4,155,958, 4,717,791 and 4,259,958

·      JMP performance satisfactory following acquisition in 2013, with revenue and underlying profit before tax of £5.6 million and £0.35 million respectively

·      Shire Foods losses reduced to £0.18 million on increased revenue of £4.1 million

·      Balance sheet remains strong with high liquidity

For further information:

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

N+1 Singer Aubrey Powell Richard Salmond	Tel: + 44 (0) 20 7496 3000

Chairman's Statement

I am pleased to report steady progress for the Group in the first half of 2014.  Our net assets per share were £3.93, slightly lower than at the end of 2013 (when they were £4.00) due to certain non-recurring charges.  The current environment is producing regular investment opportunities and we are actively looking at growing the portfolio. Our existing businesses continued to show positive progress and that, combined with our strong balance sheet, gives us confidence for the future.

David Buchler

Chairman

22 September 2014

Chief Executive's Statement

I am pleased to report a broadly encouraging result in the first half of 2014.  The performance of each of the Group's segments is set out below.

Transport planning and engineering consultancy

This segment comprises JMP Consultants Limited ("JMP"), which the Group acquired in May 2013.  JMP provides transport planning and other property and engineering consultancy services to both the public and private sectors.

Following the integration of JMP into the Group last year, we have continued to invest in both people and systems to provide a robust platform for growth.  Revenue for the first half of 2014 was £5.61 million, compared to £7.41 million for the 7½ month period ended 31 December 2013 (30 June 2013: £1.26 million).  The profit before tax and Group interest charges was satisfactory at £0.2 million (30 June 2013: £0.19 million, 31 December 2013: £1.11 million).  This period's result is after a non-cash share-based payments charge of £0.16 million relating to the management incentive scheme described below.  In addition, the result for the year ended 31 December 2013 was boosted by one-off acquisition-related credits of £0.57 million. The underlying result for 2013 was £0.54 million.  Given the current workload on hand, we believe that performance will be enhanced in the second part of the year.

In January 2014, our holding in JMP was reduced to 75% following implementation of a management incentive scheme. Whilst this reduced the net assets attributable to Volvere shareholders, it served to align our interests with those of JMP's management.

JMP's staff have worked hard in a client environment that is encouragingly active but which continues to be conscious of spend levels.  As with any consultancy, the relationships of our people with our clients and the quality of the work that they do are paramount in developing an enduring, profitable business.  JMP has a long track record in its sector and we remain confident about its future.

Security solutions

Sira Defence and Security Limited ("SDS"), our security solutions business, continued to make modest progress compared to the prior period with increased revenue of £0.15 million (30 June 2013: £0.10 million, 31 December 2013: £0.18 million).  The breakeven performance in the comparable period (and indeed whole) of 2013 was much improved in 2014, with a profit before interest and tax of £0.06 million.  SDS remains small, but we continue to pursue opportunities for widening its installed base and are encouraged by the structural changes taking place in the UK judicial sector where efficiency requirements are increasing the opportunities for SiraView, our digital CCTV viewing software.

Food manufacturing

This segment comprises Shire Foods Limited ("Shire"), the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired during 2011.

The revenue and the loss before tax for the period were £4.07 million and £0.18 million respectively (30 June 2013: £3.14 million, loss £0.36 million, 31 December 2013 £8.53 million, profit £0.12 million).

Since acquisition we have grown the client base whilst maintaining Shire's reputation for quality and competitiveness.  As a result, the financial performance of Shire has continued to improve in 2014 as new client lines were launched.

Shire's revenue and profitability is weighted towards the end of the calendar year when the colder months lead to an increase in sales.  Product launches that commenced during the first half of 2014 are also expected to contribute more fully to the second half of the year as ranges become established.

As Shire moves from the turnaround to the growth phase we are seeking to put in place the foundations for Shire's continued development by further investment in its site.  We are expecting to achieve this through an increase in third party debt in Shire.  This has only been possible because of Shire's improved financial performance.

Further information is set out in the financial review below and in note 2, segmental information.

Purchase of own shares

During the period the Group acquired further shares for treasury for a total consideration of £0.28 million.  This brings the aggregate value of shares purchased as of 30 June 2014 to £5.73 million.

Acquisitions and future strategy

The positive UK economic environment is providing a useful trading backdrop for the existing businesses in the Group.  However, we continue to receive and review an encouraging number of distressed opportunities from a range of sources as investors and lenders review their portfolios.  Our resources inevitably mean we are focused on small to medium-sized opportunities but that is something that has served us well to date.  I look forward to making further progress in the second half of 2014.

Jonathan Lander

Chief Executive

22 September 2014

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2014.  It should be read in conjunction with the Chairman's and Chief Executive's Statements.

The comparable period to 30 June 2013 has been re-presented to reflect the disposal of Interactive Prospect Targeting Limited ("IPT") in December 2013.  The results for IPT have been re-presented as discontinued operations in that earlier comparable period, as well as having been treated as such for the year ended 31 December 2013.

Revenue and operating performance

The Group's revenue for the period was £9.83 million, an increase of £5.32 million over the prior period (30 June 2013: £4.51 million; 31 December 2013: £16.14 million).  This increase was principally due to revenue growth of £0.93 million in Shire Foods Limited ("Shire") coupled with the inclusion of JMP Consultants Limited ("JMP") for the whole of the first half (accounting for additional revenue of £4.35 million).

The Group operating loss for the period, stated after a one-off share-based payment expense of £0.16 million, was £0.29 million (30 June 2013: loss £0.54 million, 31 December 2013: profit £0.05 million, stated after a one-off gain on bargain acquisition of £0.42 million).  The improvement reflects the contribution made by JMP for the longer period as well improved performances in each of Shire and Sira Defence & Security Limited ("SDS").  Further comment on each segment is set out below.

There were certain costs incurred in 2014 (amounting to £0.18 million) relating to the disposal of IPT and which have been disclosed as relating to discontinued operations in the consolidated income statement.

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.

Transport planning and engineering consultancy

JMP was acquired during May 2013 and its results for the period ended 30 June 2013 therefore represented approximately 6½ weeks trading.  A summary of JMP's recent financial performance is set out in Table A below.

Table A			6 months to 30 June 2014	14 May to  30 June 2013	14 May to 31 December 2013
			£000	£000	£000
Revenue			5,610	1,256	7,413
Profit before tax and Group interest charges			196	193	1,114
Pro-forma adjustments:
Gain on bargain acquisition			-	-	(417)
One-off fees earned relating to acquisition			(4)	-	(150)
Share-based payment expense			158	-	-
Total adjustments			154	-	(567)
Underlying profit before tax and Group interest charges			350	193	547

At the period end the Group had working capital loans (including accrued interest) outstanding to JMP of £0.98 million.  JMP's unaudited net assets at the period end (stated before deduction of the Group loans) were £1.94 million.

Security solutions

SDS' performance improved in the period, with revenue of £0.15 million (30 June 2013: £0.10 million, 31 December 2013: £0.18 million).  The profit before tax was £0.06 million, compared with breakeven results for the prior period and year.  The improved performance enabled SDS to repay £0.10 million of Group loans, leaving a balance of £0.09 million outstanding.

Food manufacturing

A summary of Shire's recent financial performance is set out in Table B below.

Table B	6 months to 30 June 2014	6 months to  30 June 2013	12 months to 31 December 2013	12 months to 31 December 2012	29 July to 31 December 2011
	£000	£000	£000	£000	£000
Revenue	4,069	3,142	8,531	6,166	3,322
(Loss)/profit before tax	(183)	(361)	117	(441)	(669)

Profitability is heavily dependent on the revenue generated in the second half of a year.  In spite of this, however, the loss for the first half of 2014 reduced by 49% compared to the first half of 2013.

Shire has secured an increased invoice discounting facility which will help support the growth in sales.  The Group does, however, continue to provide working capital loans to meet (in particular) inventory growth to provide buffer capacity - and this year the requirement for that has increased as a result of the growth in sales.  At 30 June 2014 the Group's loans outstanding were £1.91 million (30 June 2013: £1.52 million, 31 December 2013: £2.37 million) which with the equity and related intellectual property investments made of £0.53 million and £0.44 million respectively, brings the Group's total amount invested to £2.88 million.

The creditors' voluntary arrangement ("CVA") which Shire entered into in January 2012 is scheduled to complete early in 2015.  Assuming it runs to its full term, this will reduce unsecured liabilities at that time by approximately £0.85 million. Until such time as these sums have been paid, the CVA creditor liabilities remain in the statement of financial position (at 30 June 2014: £0.92 million). 

Shire's unaudited net assets, stated before deducting the Group loans referred to above (but after deducting

the CVA creditor), amounted to £4.08 million as at 30 June 2014 (of which 20% is attributable to non-controlling interests).  Since the period end the Group has continued to make further loans to Shire to meet working capital requirements for the second half of 2014.

Investment revenues and Other gains and losses

During 2013 the Group held available for sale investments which generated investment income of £0.26 million and which, upon their disposal in 2013, resulted in gains on sale of £0.30 million.  In 2014 the Group has held the majority of its funds for investment in cash.

Discontinued operations

In the first half of 2014 there were costs amounting to £0.18 million incurred relating to the disposal of IPT and which have been classified as relating to discontinued operations.  There are no such further costs expected.

Statement of financial position

Cash and cash equivalents

Cash at the period end was £11.13 million (30 June 2013: £2.09 million, 31 December 2013: £11.28 million).  The increase in cash compared to the comparable interim reporting period reflects the disposal of certain available for sale investments in the second half of 2013.  Details of cash movements are shown in the consolidated statement of cash flows. 

Available for sale investments

At the period end the Group had available for sale investments with a market value of £1.04 million (30 June 2013: £10.21 million, 31 December 2013: £0.96 million); the base cost of these investments was £0.69 million (31 December 2013: £0.69 million).

In line with the Group's treasury management policies and pending investment in other acquisitions, the Group continues to consider short term investments where there is the opportunity for attractive yields.

Loss per share and share capital

The basic and diluted loss per ordinary share from continuing operations was 8.09 pence (6 months ended 30 June 2013: basic and diluted loss per share 7.37 pence, Year ended 31 December 2013: basic and diluted earnings per share 10.68 pence and 10.66 pence respectively).  Total basic and diluted loss per ordinary share for the period was 12.30 pence (6 months ended 30 June 2013: basic and diluted loss per share 19.09 pence, Year ended 31 December 2013: basic and diluted earnings per share 15.14 pence and 15.11 pence respectively). 

During the period the Group purchased a further 104,000 Ordinary Shares of £0.0000001 each, which were subsequently held in treasury, for a total consideration including costs of £0.28 million, representing an average price per Ordinary Share of 267 pence.

Hedging

It is not the Group's policy to enter into derivative instruments to hedge interest rate risk.

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 security solutions and transport planning and engineering 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 the food manufacturing segment, there is a dependency on a small number of customers and a reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially. The food manufacturing segment is exposed to raw material and commodity cost increases and is dependent on the availability of credit facilities on appropriate terms from lenders and suppliers as well as being dependent on the reliability and performance of the plant and equipment used in the business.  Failure or unreliability of key plant or equipment could be material in terms of lost production output or other losses arising from non-supply of products and there is the risk that any or all of the costs, timescales or the non-availability of funding required to enable rectification, would render the segment unviable, with a material effect on the Group.

Key performance indicators ("KPIs")

The Group uses key performance indicators suitable for the nature and size of the Group's businesses. 

The key financial performance indicators are revenue and profit before tax.  The performance of the Group and the individual trading businesses against these KPIs, is outlined above and disclosed in note 2.

Internally, management uses a variety of non-financial KPIs as follows: in respect of the food manufacturing sector order intake, manufacturing output and sales are monitored weekly and reported monthly; in the transport planning & engineering segment staff utilisation, amounts billed to clients and cash collected are closely monitored; order intake is monitored weekly and reported monthly in respect of the security solutions segment.

Nick Lander

Chief Financial & Operating Officer

22 September 2014

Consolidated income statement

	Note	6 months to 30 June 2014	6 months to 30 June 2013 (re-presented)	Year ended 31 December 2013
		£'000	£'000	£'000
Continuing operations
Revenue		9,830	4,511	16,137
Cost of sales		(6,609)	(3,643)	(11,497)
Gross profit		3,221	868	4,640
Distribution costs		(293)	(208)	(523)
Administrative expenses
-       Before gain on bargain acquisition		(3,055)	(1,204)	(4,486)
-       Gain on bargain acquisition		-	-	417
-       Share-based payment expense	3	(158)	-	-
Administrative expenses		(3,213)	(1,204)	(4,069)
Operating (loss)/profit		(285)	(544)	48
Investment revenues		35	164	261
Other gains and losses	4	-	-	304
Finance expense	5	(70)	(68)	(139)
Finance income	5	26	25	34
(Loss)/profit before tax		(294)	(423)	508
Tax		-	-	-
(Loss)/profit for the period from continuing operations		(294)	(423)	508
Discontinued operations
(Loss)/profit for the period from discontinued operations after tax	6	(177)	(1,226)	203
(Loss)/profit for the period		(471)	(1,649)	711
Attributable to:
- Equity holders of the parent		(517)	(909)	689
- Non-controlling interests	8	46	(740)	22
		(471)	(1,649)	711
(Loss)/profit per share	7
Continuing operations
- Basic (pence)		(8.09)p	(7.37)p	10.68p
- Diluted (pence)		(8.09)p	(7.37)p	10.66p
Discontinued operations
- Basic (pence)		(4.21)p	(11.72)p	4.46p
- Diluted (pence)		(4.21)p	(11.72) p	4.45p
Total
- Basic (pence)		(12.30)p	(19.09)p	15.14p
- Diluted (pence)		(12.30)p	(19.09)p	15.11p

Consolidated statement of comprehensive income

		6 months to 30 June 2014	6 months to 30 June 2013	Year ended 31 December 2013
		£'000	£'000	£'000
(Loss)/profit for the period		(471)	(1,649)	711
Other comprehensive income (items that will be reclassified to profit or loss)
Fair value gains and losses on available-for-sale financial assets
- current period gains/(losses)		85	(494)	(27)
- reclassification to profit		-	-	-
Other comprehensive income		85	(494)	(27)
Total comprehensive income for the period		(386)	(2,143)	684
Attributable to:
Equity holders of the parent		(432)	(1,403)	662
Non-controlling interests		46	(740)	22
		(386)	(2,143)	684

Consolidated statement of changes in equity

Six months to 30 June 2014	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	85	-	-	85	-	85
Loss for the period	-	-	-	-	(517)	(517)	46	(471)
Total comprehensive income for the period	-	-	85	-	(517)	(432)	46	(386)
Balance at 1 January 2014	50	3,640	257	-	13,094	17,041	542	17,583
Transactions with owners:
Purchase of own shares	-	-	-	-	(278)	(278)	-	(278)
Issue of shares to non-controlling interests for no consideration	-	-	-	-	-	-	158	158
Total transactions with owners	-	-	-	-	(278)	(278)	158	(120)
Balance at 30 June 2014	50	3,640	342	-	12,299	16,331	746	17,077

Six months to 30 June 2013	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	(494)	-	-	(494)	-	(494)
Loss for the period	-	-	-	-	(909)	(909)	(740)	(1,649)
Total comprehensive income for the period	-	-	(494)	-	(909)	(1,403)	(740)	(2,143)
Balance at 1 January 2013	50	3,636	284	-	14,021	17,991	1,477	19,468
Transactions with owners:
Dividends paid to non-controlling interests	-	-	-	-	-	-	(120)	(120)
Purchase of own shares	-	-	-	-	(275)	(275)	-	(275)
Total transactions with owners	-	-	-	-	(275)	(275)	(120)	(395)
Balance at 30 June 2013	50	3,636	(210)	-	12,837	16,313	617	16,930
Year ended 31 December 2013	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	(27)	-	-	(27)	-	(27)
Profit for the year	-	-	-	-	689	689	22	711
Total comprehensive income for the year	-	-	(27)	-	689	662	22	684
Balance at 1 January 2013	50	3,636	284	-	14,021	17,991	1,477	19,468
Transactions with owners:
Dividends paid to non-controlling interests	-	-	-	-	-	-	(120)	(120)
Issue of shares	-	4	-	-	-	4	-	4
Purchase of own shares	-	-	-	-	(1,616)	(1,616)	-	(1,616)
Disposal of discontinued operations	-	-	-	-	-	-	(837)	(837)
Total transactions with owners	-	4	-	-	(1,616)	(1,612)	(957)	(2,569)
Balance at 31 December 2013	50	3,640	257	-	13,094	17,041	542	17,583

Consolidated statement of financial position

		30 June 2014	30 June 2013	31 December 2013
	Note	£'000	£'000	£'000
Assets
Non-current assets
Goodwill	6	-	305	-
Goodwill - negative		-	(166)	-
Other intangible assets		-	417	-
Property, plant & equipment		5,544	5,631	5,531
Total non-current assets		5,544	6,187	5,531
Current assets
Inventories		1,228	447	688
Trade and other receivables		4,460	4,885	4,823
Cash and cash equivalents		11,125	2,092	11,280
Available for sale investments		1,040	10,205	955
Total current assets		17,853	17,629	17,746
Total assets		23,397	23,816	23,277
Liabilities
Current liabilities
Loans and other borrowings		(815)	(818)	(817)
Finance leases		(141)	(126)	(121)
Trade and other payables		(3,607)	(3,899)	(2,893))
Total current liabilities		(4,563)	(4,843)	(3,831)
Non-current liabilities
Loans and other borrowings		(883)	(1,008)	(946)
Finance leases		(23)	(116)	(57)
Trade and other payables		(851)	(919)	(860)
Total non-current liabilities		(1,757)	(2,043)	(1,863)
Total liabilities		(6,320)	(6,886)	(5,694)
NET ASSETS		17,077	16,930	17,583
Equity
Share capital		50	50	50
Share premium account		3,640	3,636	3,640
Revaluation reserve		342	(210)	257
Share option reserve		-	-	-
Retained earnings		12,299	12,837	13,094
Capital and reserves attributable to equity holders of the Company		16,331	16,313	17,041
Non-controlling interests	8	746	617	542
TOTAL EQUITY		17,077	16,930	17,583

Consolidated statement of cash flows

		6 months to 30 June 2014	6 months to 30 June 2014	6 months to 30 June 2013 (re-presented)	6 months to 30 June 2013 (re-presented)	Year ended 31 December 2013	Year ended 31 December 2013
	Note	£'000	£'000	£'000	£'000	£'000	£'000
(Loss)/profit for the period			(294)		(423)		508
Adjustments for:
Investment revenues		(35)		(164)		(261)
Other gains and losses	4	-		-		(304)
Finance expense	5	70		68		139
Finance income	5	(26)		(25)		(34)
Tax charge		-		-		-
Depreciation		206		166		344
Amortisation/impairment of intangible assets		-		12		429
Gain on bargain acquisition		-		-		(417)
Share-based payment expense		158		-		-
			373		57		(104)
Operating cash flows before movements in working capital			79		(366)		404
Decrease/(increase) in trade and other receivables			363		(1,336)		(1,858)
Increase in trade and other payables			705		849		1,157
Increase in inventories			(540)		(76)		(317)
Cash used by continuing operations			607		(929)		(614)
Net cash used by discontinued operations			-		(46)		(335)
Net cash from/(used by) operations			607		(975)		(949)
Investing activities
Proceeds from disposal of discontinued operations net of cash sold		-		-		769
Disposal costs relating to discontinued business	6	(177)		-		-
Acquisition of business		-		(533)		(415)
Purchase of available for sale investments		-		(9,717)		(11,631)
Income from available for sale investments		35		164		261
Disposal of available for sale investments		-		-		11,934
Purchases of property, plant and equipment		(219)		(17)		(333)
Purchase of intangible assets		-		-		-
Interest received		26		25		34
Net cash (used in)/generated from investing activities			(335)		(10,078)		619
Financing activities
Interest paid		(70)		(68)		(139)
Purchase of own shares (treasury shares)	9	(278)		(275)		(1,616)
Repayment of borrowings		(79)		(22)		(149)
Dividend paid to non-controlling interest		-		(120)		(120)
Issue of shares		-		-		4
Net cash used in financing activities			(427)		(485)		(2,020)
Net (decrease)/increase in cash and cash equivalents			(155)		(11,538)		(2,350)
Cash and cash equivalents at beginning of period			11,280		13,630		13,630
Cash and cash equivalents at end of period			11,125		2,092		11,280

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2014

1          Financial information

The financial information for the period ended 30 June 2014 and the comparative figures for the period ended 30 June 2013 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 28 May 2014 in its annual financial statements, which are available on the Company's website at www.volvere.co.uk.

The comparative figures for the year ended 31 December 2013 have been prepared under IFRS.  They do not constitute statutory accounts as defined by the Companies Act 2006.  The accounts for the 12 months ended 31 December 2013 received an unmodified auditor's report and have been filed with the Registrar of Companies.

Copies of this statement will be available to members of the public at the Company's registered office: Abacus House, 33 Gutter Lane, London, EC2V 8AS and on its website www.volvere.co.uk.

2          Operating segments

Analysis by business segment (excluding inter-segment trading and balances):

Six months ended 30 June 2014
	Transport planning and engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Revenue	5,610	151	-	4,069	9,830	-	9,830
Profit/(loss) before tax (note (a))	196	61	(368)	(183)	(294)	(177)	(471)
Note (a) The profit before tax in respect of the Transport planning and engineering segment is stated after a share-based payment expense of £158,000.  This is explained further in Note 2 below.
Six months ended 30 June 2013 (re-presented)
	Transport planning and engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
- Revenue	1,256	101	12	3,142	4,511	4,155	8,666
Profit/(loss) before tax	193	-	(255)	(361)	(423)	(376)	(799)
Year ended 31 December 2013
	Transport planning and engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Revenue	7,413	176	17	8,531	16,137	7,252	23,389
Profit/(loss) before tax (Note (b)	1,114	1	(724)	117	508	203	711

Note (b) The profit before tax in respect of the Transport planning and engineering segment is stated after a one-off gain on bargain acquisition of £417,000.

At 30 June 2014
	Transport planning and  engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Assets	4,070	64	11,390	7,873	23,397	-	23,397
Liabilities	(2,130)	(129)	(272)	(3,789)	(6,320)	-	(6,320)
Net assets	1,940	(65)	11,118	4,084	17,077	-	17,077
At 30 June 2013 (re-presented)
	Transport planning and  engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Assets	2,629	93	12,106	7,208	22,036	1,780	23,816
Liabilities	(1,169)	(120)	(289)	(3,833)	(5,411)	(1,475)	(6,886)
Net assets	1,460	(27)	11,817	3,375	16,625	305	16,930

At 31 December 2013
	Transport planning and  engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Assets	3,378	80	11,562	8,257	23,277	-	23,277
Liabilities	(1,791)	(105)	(295)	(3,503)	(5,694)	-	(5,694)
Net assets	1,587	(25)	11,267	4,754	17,583	-	17,583
Six months ended 30 June 2014
	Transport planning and engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	165	-	-	54	219	-	219
Depreciation	38	1	5	162	206	-	206
Amortisation/ Impairment	-	-	-	-	-	-	-
Six months ended 30 June 2013 (re-presented)
	Transport planning and engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	-	-	-	17	17	67	84
Depreciation	2	1	2	161	166	68	234
Amortisation/ Impairment	-	-	12	-	12	-	12

Year ended 31 December 2013
	Transport planning and engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	167	1	2	96	266	67	333
Depreciation	18	2	4	320	344	107	451
Amortisation/ Impairment	-	-	-	429	429	-	429

Geographical analysis:

	External revenue by location of customers			Non-current assets (excluding deferred tax) by location of assets
	6 months to 30 June 2014	6 months to 30 June 2013	Year ended 31 December 2013	30 June 2014	30 June 2013	31 December 2013
	£'000	£'000	£'000	£'000	£'000	£'000
UK	9,460	4,511	15,226	5,544	6,187	5,531
Rest of Europe	220	-	399	-	-	-
Other	150	-	512	-	-	-
	9,830	4,511	16,137	5,544	6,187	5,531

3          Share-based payment expense

In January 2014 the Group's then 100%-owned subsidiary, JMP Consultants Limited ("JMP"), issued shares for negligible consideration to certain management.  JMP has the right to re-purchase the shares issued in certain prescribed circumstances but the holders of such shares would participate in the event of a disposal of JMP by the Group.  This share issue has been accounted for under IFRS2 as a share-based payment with the fair value assessed at the date the shares were issued.  This has given rise to a one-off non-cash expense of £158,000 in the income statement for the period (and which is included in the Transport planning and engineering segment result in note 2).  Following this, the Group's interest in JMP has reduced to 75%.

4          Other gains and losses

There were no other gains and losses in the period.  In the year ended 31 December 2013 the other gains and losses were gains arising on investments disposed of in the year pursuant to the Company's investing and treasury management policies.

5          Finance expense/income

The Group's finance expense relates to the debt servicing costs in the Group's subsidiary, Shire Foods Limited, offset by interest earned on the Group's cash deposits.

6          Discontinued operations

The Group's stake in Interactive Prospect Targeting Limited (IPT) was sold in December 2013 for a cash consideration of £900,000.  There were costs of £177,000 relating to the disposal arising in 2014 and which have been classified as relating to discontinued operations on the income statement.  The balance of £305,000 in goodwill as at 30 June 2013 related solely to IPT (being the difference between the fair value of the consideration paid and the fair value of the net assets acquired in 2008).

7          Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

	6 months to 30 June 2014 £'000	6 months to 30 June 2013 £'000	Year ended  31 December               2013 £'000
(Loss)/earnings for the purposes of earnings per share:
From continuing operations	(340)	(351)	486
From discontinued operations	(177)	(558)	203
Total	(517)	(909)	689
	No.	No.	No.
Weighted average number of ordinary shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue	4,200,693	4,762,893	4,548,805
Dilutive effect of potential ordinary shares	-	-	9,899
Weighted average number of ordinary shares for diluted EPS	4,200,693	4,762,893	4,558,704

There were no outstanding share options in issue at the period end (30 June 2013: 34,000; 31 December 2013: 31,000).

8          Non-controlling interests

The non-controlling interests of £746,000 relate to the net assets attributable to the shares not held by the Group at 30 June 2014 in the following subsidiary undertakings:

	30 June 2014 £'000	30 June 2013 £'000	31 December 2013 £'000
NMT Group Limited	76	77	76
Interactive Prospect Targeting Limited	-	165	-
Shire Foods Limited	429	375	466
JMP Consultants Limited	241	-	-
	746	617	542

9          Purchase of own shares

During the period the Company acquired 104,000 of its own Ordinary shares for a total consideration of £278,000.  This brings the total number of Ordinary shares held in treasury to 2,051,116.  The number of shares in issue, excluding treasury shares, at the period end was 4,155,958.

10        Dividend

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2014.

- Ends -

 

END

 

 

IR BIGDCBUDBGSB