Interim Results

RNS Number : 3222A

Volvere PLC

28 September 2015

 

-Press Release

28 September 2015

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2015

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its Interim Results for the six months ended 30 June 2015.

Highlights

£ million except where stated	As at 30 June 2015	As at 30 June 2014	As at 31 December 2014
Consolidated net assets per share (excluding non-controlling interests)1	£4.32	£3.93	£4.31
Group net assets	18.9	17.1	19.0
Cash and marketable securities	11.7	12.2	13.1
	Six months ended		Year Ended
	30 June 2015	30 June 2014	31 December 2014
Group revenue from continuing businesses	16.9	9.8	24.1
Group profit/(loss) before tax from continuing operations	0.79	(0.29)	1.65
Group profit/(loss) before tax from continuing operations before one-off share-based payment expense and exceptional credit	0.79	(0.14)	0.95

Note

1      Based on the net assets attributable to owners of the parent company and the respective period end shares in issue of 4,085,958, 4,155,958 and 4,145,958

·      JMP delivered a good performance, with revenue and underlying profit before tax and group interest of £6.39 million and £0.33 million respectively (June 2014: £5.61 million and £0.35 million before a share-based payment charge of £0.16 million; December 2014: £11.76 million and £0.61 million before a share-based payment charge of £0.16 million)

·      Shire Foods generated a profit before tax of £0.31 million on increased revenue of £6.49 million (June 2014: revenue £4.07 million and loss before tax of £0.18 million; December 2014 revenue £12.13 million and profit before tax and exceptional credit £0.8 million)

·      Impetus Automotive, acquired in March 2015 performed satisfactorily with revenue of £3.9 million and a loss before tax and group interest of £0.04 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 Tom Smale	Tel: + 44 (0) 20 7496 3000

Chairman's Statement

I am delighted to report that the Group continued to make progress in the first half of 2015.  Our net assets per share were £4.32*, in line with the end of 2014 (£4.31).  Impetus Automotive, our automotive consultancy, has been successfully integrated into the Group and we are pleased with both its performance and prospects.  JMP performed in line with expectations and Shire achieved a record performance.  Despite the acquisition of a new subsidiary, the operating result was very strong and was an excellent start to the year.

David Buchler

Chairman

28 September 2015

*Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date

(less those held in treasury), see note 11

Chief Executive's Statement

I am pleased to report an encouraging set of results achieved for the first half of 2015.  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"), the Group's transport planning and engineering consultancy, which serves both the public and private sectors.

JMP has been successful in securing appointment to the Merseytravel framework and some new framework contracts for Transport for London.  An office was opened in Reading at the start of July and this, alongside additional strategic recruitment, strengthens JMP's client offering in the Thames Valley. 

Revenue for the first half of 2015 was £6.39 million, compared to £5.61 million last year (31 December 2014: £11.76 million).  The profit before tax and Group interest charges was in line with expectations at £0.33 million (30 June 2014: £0.35 million, 31 December 2014: £0.61 million both stated before a share-based payment charge of £0.16 million).  JMP made further loan repayments in the first half of 2015 totalling £0.62 million, which means we have now recovered our acquisition cost plus a further £0.45 million since the investment two years ago.

We continue to be delighted by JMP's contribution to the Group, which is driven by the quality of our staff and client relationships throughout the UK.  This progress gives us every reason to think that JMP will continue to flourish in a sector which remains buoyant.

Security solutions

Sira Defence and Security Limited ("SDS"), our security solutions business delivered a steady performance, with revenue of £0.14 million (30 June 2014: £0.15 million, 31 December 2014: £0.25 million).  Profit before interest and tax was £0.05 million (30 June 2014: £0.06 million, 31 December 2014: £0.08 million).  We are pleased with the penetration and potential for our digital CCTV viewer, SiraView, which continues to be used widely in UK law enforcement.   We are seeing the opportunity to integrate with other evidence management systems, with Siraview the "standard" interface for viewing evidential footage.

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.

We are delighted to report that Shire was profitable in the period. This is the first time Shire has been profitable in the first half of a year, and is particularly pleasing since Shire's revenues are traditionally weighted towards the colder winter months.  This reflects the full impact of new customer accounts won in 2014.  Revenue and profit before tax for the period were £6.49 million and £0.31 million respectively (30 June 2014: £4.07 million, loss £0.18 million, 31 December 2014 £12.13 million, profit before exceptional credit, £0.8 million).

During the period we have commenced further investment in Shire's facilities and remain focused on ensuring we have a leading manufacturing site, whilst innovating in partnership with our customers.

Automotive Consulting

We acquired Impetus Automotive Limited ("Impetus") towards the end of March 2015 and have spent much of the time since then integrating Impetus into the Group.  Impetus provides a range of services to automotive manufacturers around the world.  Clients include the Volkswagen Group, BMW, Toyota and Jaguar Land Rover amongst many others.  Impetus' services are principally focused on improving the effectiveness of vehicle manufacturers' sales and after-sales networks.  The company employs more than 200 people.

In the 3 months to 30 June the company's revenues were £3.88 million and the company made a small loss before tax of £0.04 million.  Since the period end, we have been pleased with the company's financial performance and remain positive about the contribution that Impetus can make to the Group.

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 £0.18 million.  This brings the aggregate value of shares purchased as of 30 June 2015 to £5.94 million.

Acquisitions and future strategy

We remain focussed on maximising the potential of our existing businesses, whilst evaluating new opportunities as they arise.  Volvere's track record and reputation in our sector as well as our strong balance sheet are fundamental to our continued success.

Jonathan Lander

Chief Executive

28 September 2015

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2015.  It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Revenue and operating performance

The Group's revenue for the period was £16.90 million, an increase of £7.07 million over the prior period (30 June 2014: £9.83 million; 31 December 2014: £24.15 million).  Shire Foods Limited ("Shire") saw revenues increase by £2.42 million compared to the first half of 2014 and the inclusion of Impetus Automotive Limited ("Impetus") for the first time accounted for revenue growth of £3.88 million.

This growth in revenue resulted in an overall operating profit for the period of £0.35 million (30 June 2014: operating loss £0.29 million stated after a one-off share-based payment expense of £0.16 million; 31 December 2014: operating profit £0.70 million, stated after a one-off share-based payment expense of £0.16 million).  The improvement in profitability is principally a result of the improved trading performance in Shire.  Further comment on each segment is set out below and detailed information about the Group's segments is set out in note 2 to these interim results and which should be read in conjunction with this financial review.

Transport planning and engineering consultancy

JMP has been a member of the Group since May 2013.  A summary of JMP's recent financial performance is set out in Table A below.

Table A			6 months to 30 June 2015	6 months to 30 June 2014	Year ended 31 December 2014	7½ months to 31 December 2013
			£000	£000	£000	£000
Revenue			6,389	5,610	11,761	7,413
Profit before tax and Group interest and management charges			332	196	450	1,114
Pro-forma adjustments:
Gain on bargain acquisition			-	-	-	(417)
One-off fees earned relating to acquisition			-	(4)	(4)	(150)
Share-based payment expense			-	158	158	-
Total pro-forma adjustments			-	154	154	(567)
Underlying profit before tax, Group interest and management charges			332	350	604	547

Whilst broadly in line with the prior period in absolute terms, JMP's profitability was impacted negatively by the unavoidable costs of occupying two properties during an office move for an overlapping period.  In addition, in response to a contract over-spend on one particular piece of work, the company has been accruing a provision pending the contract's completion, which is expected in the second half of 2015.

In spite of these, however, the company's performance as a whole was good and it was able to make further loan repayments totalling £0.62 million in 2015.  At the period end the Group had no working capital loans outstanding from JMP (30 June 2014: £0.98 million; 31 December 2014: £0.63 million).  JMP's unaudited net assets at the period end were £1.40 million (30 June 2014: £1.94 million; 31 December 2014: £1.71 million, both stated before deduction of Group loans), which principally reflects the lower cash in JMP following the Group loan repayments.

Security solutions

SDS' performance was in line with the prior period, with revenue of £0.14 million (30 June 2014: £0.15 million, 31 December 2014: £0.25 million).  The profit before tax was £0.05 million (30 June 2014: £0.06 million, 31 December 2014: £0.08 million).  Group loans outstanding at the period end totalled £0.03 million (30 June 2014: £0.88 million, 31 December 2014: nil).  Development work won in the first half is expected to positively impact profitability in the second half of the year.

Food manufacturing

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

Table B	6 months to 30 June 2015	6 months to  30 June 2014	Year ended 31 December 2014	Year ended 31 December 2013	Year ended 31 December 2012
	£000	£000	£000	£000	£000
Revenue	6,487	4,069	12,134	8,531	6,166
Profit/(loss) before tax, Group interest and management charges	307	(183)	1,651	117	(441)
Pro-forma adjustment:
Exceptional credit relating to company voluntary arrangement	-	-	(852)	-	-
Underlying profit/(loss) before tax, Group interest and management charges	307	(183)	799	117	(441)

Shire's revenue has traditionally increased in the second half of a year, with the onset of colder weather, and profitability is therefore weighted to that half as product volumes increase.  As a result of products that were launched in Q2 of 2014 being available for the entire first half of 2015, Shire was able to generate a maiden profit in the period, an improvement of £0.49 million compared to the first half of 2014.

In February 2015, Shire negotiated a bank term loan of £1.70 million which was used to repay other third party debt of £0.83 million and intra-Group debt of £0.76 million.  At 30 June 2015 the Group's loans outstanding (excluding interest) were £1.00 million (30 June 2014: £1.91 million, 31 December 2014: £1.76 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 £1.97 million.

The creditors' voluntary arrangement ("CVA") which Shire entered into in January 2012 completed in early 2015.  This reduced unsecured liabilities by £0.85 million as at 31 December 2014.

Shire's unaudited net assets, stated before deducting the Group loans referred to above, amounted to £5.29 million (30 June 2014: £4.08 million after deducting the CVA creditor; 31 December 2014: £5.75 million), of which 20% is attributable to non-controlling interests.  Since the period end the Group has made further, seasonal, working capital loans to Shire.

Automotive Consulting

Impetus Automotive Limited ("Impetus") was acquired on 26 March 2015.  The acquisition was structured as a purchase of the share capital of Impetus and certain related intellectual property ("IPR") from Impetus's former parent company.  As part of the transaction, Impetus was required to settle a former Impetus group company's bank debt, which was funded by the acquisition proceeds.

The total consideration payable, including the funds applied to repay bank debt and the purchase of IPR, was £1.25 million.  The estimated fair value of the entity net assets acquired (excluding cash and related IPR) was £0.64 million, which net of cash acquired gave rise to goodwill of £0.31 million.  Further information about the acquisition is set out in note 9.

Trading performance since the acquisition has been encouraging.  In the period to 30 June the company's revenue was £3.88 million and the loss before group interest charges was £0.04 million.  This reflects the timing of client work programmes, which in respect of some activities are weighted towards the second half of the year.  Since the period end we have seen Impetus's performance strengthen in line with activity.

The Group continues to fund working capital requirements and the total amount invested at the period end (which includes the funding for the acquisition to enable debt repayment) totalled £1.95 million.

Investment revenues and other gains and losses

During the first half of 2015 the Group held available-for-sale investments which generated investment income of £0.07 million (30 June 2014: £0.04 million; 31 December 2014: £0.07 million).  Investments disposed of in the period realised gains on sale of £0.43 million (of which £0.32 million was reclassified to profit).

Statement of financial position

Cash and cash equivalents

Cash at the period end was £7.13 million (30 June 2014: £11.13 million, 31 December 2014: £12.22 million).  The decrease in cash compared to the end of 2014 reflects the purchase of available-for-sale investments in the first half of 2015 (see below) along with the acquisition of Impetus.  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 £4.56 million (30 June 2014: £1.04 million, 31 December 2014: £0.92 million); the base cost of these investments was £4.93 million (30 June 2014: £0.69 million; 31 December 2014: £0.61 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.

Earnings per share and share capital

Basic and diluted earnings per ordinary share from continuing operations were 15.91 pence (30 June 2014: basic and diluted losses per ordinary share from continuing operations 8.09 pence; 31 December 2014: basic and diluted earnings per ordinary share from continuing operations 29.84 pence).  Total basic and diluted earnings per ordinary share were 15.91 pence (30 June 2014: total basic and diluted losses per ordinary share 12.30 pence; 31 December 2014: total basic and diluted earnings per share 25.60 pence). 

During the period the Group purchased a further 60,000 Ordinary Shares of £0.0000001 each, which were subsequently held in treasury, for a total consideration including costs of £0.18 million, representing an average price per Ordinary Share of 300 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, transport planning and engineering and automotive consulting 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 segment 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 reported monthly in respect of the security solutions segment; revenue, amounts billed to clients and cash collected are monitored in the Automotive Consulting segment.

Nick Lander

Chief Financial & Operating Officer

28 September 2015

Consolidated income statement

	Note	6 months to 30 June 2015	6 months to 30 June 2014	Year ended 31 December 2014
		£'000	£'000	£'000
Continuing operations
Revenue		16,895	9,830	24,148
Cost of sales		(12,415)	(6,609)	(16,418)
Gross profit		4,480	3,221	7,730
Distribution costs		(395)	(293)	(713)
Administrative expenses
-       Before amortisation of intangibles and share based payments		(3,726)	(3,055)	(6,164)
-       Amortisation of intangible assets		(8)	-	-
-       Share-based payment expense	3	-	(158)	(158)
Administrative expenses		(3,734)	(3,213)	(6,322)
Operating profit/(loss)		351	(285)	695
Investment revenues		66	35	65
Other gains and losses	4	428	-	142
Finance expense	5	(76)	(70)	(156)
Finance income	5	25	26	50
Exceptional items	7	-	-	852
Profit/(loss) before tax		794	(294)	1,648
Income tax expense		-	-	-
Profit/(loss) for the period from continuing operations		794	(294)	1,648
Discontinued operations
(Loss)/profit for the period from discontinued operations after tax	6	-	(177)	(177)
Profit/(loss) for the period		794	(471)	1,471
Attributable to:
- Equity holders of the parent		652	(517)	1,069
- Non-controlling interests	10	142	46	402
		794	(471)	1,471
Earnings/(loss) per share	8
Continuing operations
- Basic (pence)		15.91p	(8.09)p	29.84p
- Diluted (pence)		15.91p	(8.09)p	29.84p
Discontinued operations
- Basic (pence)		-	(4.21)p	(4.24)p
- Diluted (pence)		-	(4.21)p	(4.24)p
Total
- Basic (pence)		15.91p	(12.30)p	25.60p
- Diluted (pence)		15.91p	(12.30)p	25.60p

Consolidated statement of comprehensive income

		6 months to 30 June 2015	6 months to 30 June 2014	Year ended 31 December 2014
		£'000	£'000	£'000
Profit/(loss) for the period		794	(471)	1,471
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 (losses)/gains		(370)	85	89
- reclassification to profit		(318)	-	(34)
Other comprehensive income		(688)	85	55
Total comprehensive income for the period		106	(386)	1,526
Attributable to:
Equity holders of the parent		(36)	(432)	1,124
Non-controlling interests		142	46	402
		106	(386)	1,526

Consolidated statement of changes in equity

Six months to 30 June 2015	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Other comprehensive income	-	-	(370)	-	-	(370)	-	(370)
Transfer to profit and loss on disposal	-	-	(318)	-	-	(318)	-	(318)
Profit for the period	-	-	-	-	652	652	142	794
Total comprehensive income for the period	-	-	(688)	-	652	(36)	142	106
Balance at 1 January 2015	50	3,640	312	-	13,856	17,858	1,141	18,999
Transactions with owners:
Purchase of own shares	-	-	-	-	(180)	(180)	-	(180)
Total transactions with owners	-	-	-	-	(180)	(180)	-	(180)
Balance at 30 June 2015	50	3,640	(376)	-	14,328	17,642	1,283	18,925

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
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
Year ended 31 December 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
Other comprehensive income	-	-	89	-	-	89	-	89
Transfer to profit and loss on disposal	-	-	(34)	-	-	(34)	-	(34)
Profit for the year	-	-	-	-	1,069	1,069	402	1,471
Total comprehensive income for the year	-	-	55	-	1,069	1,124	402	1,526
Balance at 1 January 2014	50	3,640	257	-	13,094	17,041	542	17,583
Transactions with owners:
Increase in non-controlling interest	-	-	-	-	-	-	197	197
Purchase of own shares	-	-	-	-	(307)	(307)	-	(307)
Total transactions with owners	-	-	-	-	(307)	(307)	197	(110)
Balance at 31 December 2014	50	3,640	312	-	13,856	17,858	1,141	18,999

Consolidated statement of financial position

		30 June 2015	30 June 2014	31 December 2014
	Note	£'000	£'000	£'000
Assets
Non-current assets
Goodwill	9	307	-	-
Other intangible assets		57	-	-
Property, plant & equipment		5,264	5,544	5,361
Total non-current assets		5,628	5,544	5,361
Current assets
Inventories		1,588	1,228	937
Trade and other receivables		9,007	4,460	6,610
Cash and cash equivalents		7,129	11,125	12,215
Available for sale investments		4,555	1,040	921
Total current assets		22,279	17,853	20,683
Total assets		27,907	23,397	26,044
Liabilities
Current liabilities
Loans and other borrowings		(1,038)	(815)	(1,999)
Finance leases		(50)	(141)	(159)
Trade and other payables		(6,167)	(3,607)	(4,066)
Total current liabilities		(7,255)	(4,563)	(6,224)
Non-current liabilities
Loans and other borrowings		(1,583)	(883)	(821)
Finance leases		(144)	(23)	-
Trade and other payables		-	(851)	-
Total non-current liabilities		(1,727)	(1,757)	(821)
Total liabilities		(8,982)	(6,320)	(7,045)
NET ASSETS		18,925	17,077	18,999
Equity
Share capital		50	50	50
Share premium account		3,640	3,640	3,640
Revaluation reserve		(376)	342	312
Retained earnings		14,328	12,299	13,856
Capital and reserves attributable to equity holders of the Company		17,642	16,331	17,858
Non-controlling interests	10	1,283	746	1,141
TOTAL EQUITY		18,925	17,077	18,999

Consolidated statement of cash flows

		6 months to 30 June 2015	6 months to 30 June 2015	6 months to 30 June 2014	6 months to 30 June 2014	Year ended 31 December 2014	Year ended 31 December 2014
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Profit/(loss) for the period from continuing operations			794		(294)		1,648
Adjustments for:
Investment revenues		(66)		(35)		(65)
Other gains and losses	4	(428)		-		(142)
Finance expense	5	76		70		156
Finance income	5	(25)		(26)		(50)
Depreciation		216		206		416
Amortisation/impairment of intangible assets		8		-		-
Loss on disposal on sale of fixed assets		12
Share-based payment expense		-		158		158
			(207)		373		473
Operating cash flows before movements in working capital			587		79		2,121
Decrease/(increase) in trade and other receivables			193		363		(1,787)
Increase in trade and other payables			135		705		418
Increase in inventories			(686)		(540)		(249)
Cash generated from continuing operations			229		607		503
Net cash used by discontinued operations			-		(177)		(177)
Net cash from/(used by) operations			229		430		326
Investing activities
Acquisition of business net of cash acquired	9	(948)		-		-
Purchase of available-for-sale investments		(8,734)		-		(3,732)
Income from available-for-sale investments		66		35		65
Disposal of available-for-sale investments		4,840		-		3,997
Purchases of property, plant and equipment		(77)		(219)		(245)
Proceeds from disposal of property, plant and equipment		4
Purchase of intangible assets		(65)		-		-
Interest received		25		26		50
Net cash (used in)/generated from investing activities			(4,889)		(158)		135
Financing activities
Interest paid		(76)		(70)		(156)
Purchase of own shares (treasury shares)	11	(180)		(278)		(307)
Net (repayment of)/ increase in borrowings		(170)		(79)		937
Net cash from/(used in) financing activities			(426)		(427)		474
Net (decrease)/increase in cash and cash equivalents			(5,086)		(155)		935
Cash and cash equivalents at beginning of period			12,215		11,280		11,280
Cash and cash equivalents at end of period			7,129		11,125		12,215

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2015

1          Financial information

The financial information for the period ended 30 June 2015 and the comparative figures for the period ended 30 June 2014 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 2015 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 2014 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 2014 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: 27-32 Old Jewry, London EC2R 8DQ and on its website www.volvere.co.uk.

2          Operating segments

Analysis by business segment (excluding intra-group management and interest charges and balances):

	Six months ended 30 June 2015
		Automotive consulting £'000	Transport planning and engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Revenue		3,880	6,389	139	-	6,487	16,895	-	16,895
Profit/(loss) before tax		(43)	332	51	147	307	794	-	794
	Six months ended 30 June 2014
		Automotive consulting £'000	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, which is explained further in Note 3 below.
	Year ended 31 December 2014
		Automotive consulting £'000	Transport planning and engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Revenue		-	11,761	253	-	12,134	24,148	-	24,148
Profit/(loss) before tax (note (b))		-	450	81	(534)	1,651	1,648	(177)	1,471

Note (b) The profit before tax in respect of the Transport planning and engineering segment is stated after a share-based payment expense of £158,000, which is explained further in Note 3 below. The result for the food manufacturing segment includes an exceptional credit of £852,000 as set out in Note 7 below.

		At 30 June 2015
		Automotive consulting £'000	Transport planning and  engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Assets		3,953	4,058	76	10,916	8,904	27,907	-	27,907
Liabilities		(2,446)	(2,655)	(128)	(142)	(3,611)	(8,982)	-	(8,982)
Net assets		1,507	1,403	(52)	10,774	5,293	18,925	-	18,925
	At 30 June 2014
		Automotive consulting £'000	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 31 December 2014
		Automotive consulting £'000	Transport planning and  engineering £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Assets		-	4,526	33	11,932	9,553	26,044	-	26,044
Liabilities		-	(2,817)	(166)	(256)	(3,806)	(7,045)	-	(7,045)
Net assets		-	1,709	(133)	11,676	5,747	18,999	-	18,999
	Six months ended 30 June 2015
		Automotive consulting £'000	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		2	22	-	-	53	77	-	77
Depreciation		7	45	-	-	164	216	-	216
Amortisation/ Impairment		8	-	-	-	-	8	-	8
	Six months ended 30 June 2014
		Automotive consulting £'000	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		-	-	-	-	-	-	-	-
		-

	Year ended 31 December 2014
		Automotive consulting £'000	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		-	163	-	-	82	245	-	245
Depreciation		-	82	1	7	326	416	-	416
Amortisation/ Impairment		-	-	-	-	-	-	-	-

Geographical analysis:

	External revenue by location of customers			Non-current assets (excluding deferred tax, goodwill and intangible assets) by location of assets
	6 months to 30 June 2015	6 months to 30 June 2014	Year ended 31 December 2014	30 June 2015	30 June 2014	31 December 2014
	£'000	£'000	£'000	£'000	£'000	£'000
UK	15,833	9,460	22,795	5,264	5,544	5,361
Rest of Europe	852	220	478	-	-	-
Other	210	150	875	-	-	-
	16,895	9,830	24,148	5,264	5,544	5,361

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 gave 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 reduced to 76%.

4          Other gains and losses

Pursuant to the Company's investing and treasury management policies, the Company incurred losses of £370,000 in the period on its investment portfolio.  These have been dealt with through reserves.  The Company realised profits of £428,000 on its investment portfolio (of which £318,000 had been recognised through revaluation prior to the start of the period and reclassified to profit, as set out in the consolidated statement of comprehensive income).

5          Finance expense/income

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

6          Discontinued operations - 2014

Discontinued operations in 2014 comprise further costs incurred during 2014 in respect of the disposal of Interactive Prospect Targeting Limited during 2013.

7          Exceptional item - 2014

One of the Group's subsidiaries, Shire Foods Limited ("Shire"), entered into a company voluntary arrangement ("CVA") in January 2012.  Under the terms of the CVA Shire was to pay £350,000 over a maximum 3 year period in satisfaction of unsecured liabilities of approximately £1,200,000.

During 2014 Shire made the final payments due under the CVA and, in so doing, was released from all remaining liabilities that were subject to the CVA.  The balances released totalled £852,000 and the associated credit is shown separately in the income statement, under the caption "exceptional income".

8          Earnings per share

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

	6 months to 30 June 2015 £'000	6 months to 30 June 2014 £'000	Year ended 31 December 2014 £'000
Earnings/(loss) for the purposes of earnings per share:
From continuing operations	652	(340)	1,246
From discontinued operations	-	(177)	(177)
Total	652	(517)	1,069
	No.	No.	No.
Weighted average number of ordinary shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue	4,097,229	4,200,693	4,175,676
Dilutive effect of potential ordinary shares	-	-	-
Weighted average number of ordinary shares for diluted EPS	4,097,229	4,200,693	4,175,676

There were no outstanding share options in issue at the period end (30 June 2014: NIL; 31 December 2014: NIL).

9          Business combination

The Group acquired Impetus Automotive Limited (an automotive consultancy) along with certain related intangible assets in March 2015 for total cash consideration of £1.25 million.  The estimated fair values of assets and liabilities acquired, and resulting goodwill arising on acquisition, are set out below:

	Book value £'000	Fair value adjustments £'000	Fair values £'000
Intangible assets	95	(95)	-
Property, plant and equipment	182	(125)	57
Trade and other receivables	2,589	-	2,589
Trade and other payables	(1,898)	-	(1,898)
Loans	(107)	-	(107)
Net assets acquired	861	(220)	641
Goodwill			307
Consideration (settled in cash, net of cash acquired)			948

The results of the acquired business after the acquisition form the results of the automotive consulting segment as disclosed in note 2.

10        Non-controlling interests

The non-controlling interests of £1,283,000 relate to the net assets attributable to the shares not held by the Group at 30 June 2015 in the following subsidiary undertakings:

	30 June 2015 £'000	30 June 2014 £'000	31 December 2014 £'000
NMT Group Limited	75	76	75
Shire Foods Limited	857	429	795
JMP Consultants Limited	351	241	271
	1,283	746	1,141

11        Purchase of own shares

During the period the Company acquired 60,000 of its own Ordinary shares for a total consideration of £180,000.  This brings the total number of Ordinary shares held in treasury to 2,121,116.  The number of shares in issue, excluding treasury shares, at the period end was 4,085,958.

12        Dividend

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2015.

- Ends -

 

END

 

 

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