Interim Results

RNS Number : 2574K

Volvere PLC

20 September 2016

 

-Press Release

20 September 2016

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2016

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2016.

Highlights

£ million except where stated	As at 30 June 2016	As at 30 June 2015	As at 31 December 2015
Consolidated net assets per share (excluding non-controlling interests)1	£5.76	£4.32	£5.69
Group net assets	24.7	18.9	24.3
Cash and marketable securities	18.5	11.7	16.3
	Six months ended		Year ended
	30 June 2016	30 June 2015 (re-presented)(2)	31 December 2015
Group revenue from continuing businesses	14.5	10.5	27.9
Group profit before tax from continuing operations	0.25	0.46	1.34

Note

1              Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (which was 4,085,958 for all periods).

2              The results for the six months ended 30 June 2015 have been re-presented to remove the results of JMP Consultants Limited, which was sold in December 2015 and has been treated as discontinued operations.

·      Further growth achieved in net assets per share

·      Shire Foods' performance was satisfactory

·      Impetus Automotive, acquired in March 2015, delivered an encouraging performance

·      Balance sheet remains strong with high liquidity

·      Continued close management of existing businesses to seek to maximise performance; increased deal-flow in recent months is presenting additional opportunities for the Group which continues its policy of selective investment.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information:

Volvere plc
Jonathan Lander, CEO	Tel: [phone]
	www.volvere.co.uk
N+1 Singer Aubrey Powell/Liz Yong	Tel: + 44 (0) 20 7496 3000

Chairman's Statement

Once again I am delighted to be able to report a pleasing performance in the first half of the year.  Net assets per share have risen again, to £5.76 (31 December 2015: £5.69), reflecting satisfactory trading in all our businesses.  Following its acquisition in 2015, Impetus Automotive has made a positive contribution to the Group.

We are looking forward to continued progress in 2016.

David Buchler

Chairman

20 September 2016

*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 10.

Chief Executive's Statement

I am pleased to report a positive set of results for the first half of 2016.  Having sold JMP Consultants, our transport planning and engineering business, in December 2015, this period's results include only Impetus Automotive, Shire Foods and SDS.  The performance of each of the Group's segments is set out below.

Food manufacturing

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

We reported in our preliminary results in June that we expected profits would be lower in 2016 and that was the case in the period.  However, in spite of lower volumes with one customer, Shire achieved impressive first-half revenues of £6.19 million and a profit before tax and intra-Group management and interest charges of £0.13 million (30 June 2015: £6.49 million and £0.31 million; 31 December 2015 £15.48 million, £1.59 million). Shire's revenues are weighted towards the colder winter months and this also affects the timing of profitability.

The weakening of Sterling post the Brexit vote has caused raw material prices to rise and this will undoubtedly reduce margins at least in the short term.  We continue to adopt a partnership approach with our customers and believe that by offering innovative products at fair prices we will continue to build a long-term, stable platform upon which to grow. We remain positive about Shire's contribution to the Group and its prospects.

Automotive Consulting

We acquired Impetus Automotive Limited ("Impetus") in March 2015.  Impetus provides a range of services and software solutions to automotive manufacturers around the world with a particular focus on improving the effectiveness of vehicle manufacturers' sales and after-sales networks as well as providing research-based industry insight.  The company employs more than 200 people and is now 79%-owned by the Group.

For the 6 months to 30 June 2016 revenues and profit before tax and intra-Group interest and management charges were £8.16 million and £0.52 million respectively (3 months to 30 June 2015: £3.88 million, loss before tax £0.04 million; 9 months to 31 December 2015: £12.08 million, profit before tax £0.58 million).

With new car sales at an all-time high in the UK and elsewhere, we believe Impetus's after-sales products and services will remain a requirement for manufacturers for some time to come. Impetus has won several significant pieces of business in the period of our ownership. This is testament to the dedication, skill and knowledge of our staff for which we are grateful.

Security solutions

Sira Defence and Security Limited ("SDS"), our security solutions business once again delivered a good performance, with revenue of £0.17 million (30 June 2015: £0.14 million, 31 December 2015: £0.31 million).  Profit before tax and intra-Group management and interest charges was £0.06 million (30 June 2015: £0.05 million, 31 December 2015: £0.12 million).  Encouragingly, SDS sold its first network licence to a foreign police force in the period.

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

Purchase of own shares

During the period the Group did not acquire any further shares for treasury.  The aggregate cost of shares purchased as of 30 June 2016 totals £5.94 million.

Acquisitions and future strategy

We continue to manage our existing businesses closely with a view to ensuring their performance is maximised.  We have seen an increase in deal-flow in recent months and the economic uncertainty created by the impending withdrawal of the UK from the European Union may well present further opportunities.

Jonathan Lander

Chief Executive

20 September 2016

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2016.  It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Overview

The Group's revenue from continuing operations for the period was £14.54 million compared to £10.51 million for the period to 30 June 2015.  The increase in the first half of 2016 is due to the inclusion of Impetus Automotive Limited ("Impetus") for the entire period; the 2015 comparative period only included Impetus for approximately 3 months after its acquisition in March.  The 2015 results of JMP Consultants Limited, which was sold in December 2015, have been reclassified as discontinued operations.

Group profit before tax from continuing operations was £0.25 million (30 June 2015: £0.46 million, 31 December 2015: £1.34 million).  The reduction compared to the same period last year principally reflects lower realised gains on treasury investments (a reduction of £0.43 million) offset partly by a full period contribution this year from Impetus.  Encouragingly, Group operating profit was higher than the prior year at £0.19 million (30 June 2015: £0.02 million, 31 December 2015: £0.87 million), again reflecting the contribution from Impetus.

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, which should be read in conjunction with this financial review.

Automotive Consulting

Impetus has been a member of the Group since March 2015.  A summary of its recent financial performance is set out in Table A below.

Table A			6 months to 30 June 2016	6 months to 30 June 2015(1)	Year ended 31 December 2015(2)
			£000	£000	£000
Revenue			8,164	3,880	12,077
Profit/(loss) before tax and Group interest and management charges			522	(43)	583

(1)  Reflects the period from acquisition on 25 March 2015 to 30 June 2015

(2)  Reflects the period from acquisition on 25 March 2015 to 31 December 2015

A clearer management structure has been created in Impetus to ensure that client programme delivery is visible throughout the business, with greater accountability for performance.  We have continued to monitor overhead costs whilst investing in internal business systems and client-facing IT solutions.  This will deliver both operational benefits for our in-field staff and our clients.

During the period the Group charged Impetus £132,000 for management services and interest of £57,000 on Group loans.  At the period end loans outstanding to the Group (which include the funding at the time of the original acquisition to enable a £1.08 million bank debt repayment) amounted to £1.27 million (30 June 2015: £1.79 million, 31 December 2015: £1.1 million).  At the date of this report, loans outstanding to the Group were £1.09 million. 

Security solutions

The performance of SDS was broadly in line with the prior comparable period, with revenue up slightly at £0.17 million (30 June 2015: £0.14 million, 31 December 2015: £0.31 million).  Profit before tax was £0.06 million (30 June 2015: £0.05 million, 31 December 2015: £0.12 million).  No Group loans were outstanding at the period end (30 June 2015: £0.03 million, 31 December 2015: nil).

Food manufacturing

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

Table B	6 months to 30 June 2016	6 months to 30 June 2015	Year ended 31 December 2015	Year ended 31 December 2014	Year ended 31 December 2013
	£000	£000	£000	£000	£000
Revenue	6,192	6,487	15,476	12,134	8,531
Profit/(loss) before tax, Group interest and management charges	129	307	1,588	1,651	117
Pro-forma adjustment:
Exceptional credit relating to company voluntary arrangement	-	-	-	(852)	-
Loss on sale of tangible fixed asset	61	12	12	-	-
Underlying profit before tax, Group interest and management charges	190	319	1,600	799	117

Shire's revenue and profitability were lower than 2015 due to one retail customer bringing manufacturing in-house.  In spite of this, Shire's underlying profit was satisfactory for the period.  The loss on tangible fixed assets reflects the disposal of refrigeration plant that was replaced with a more efficient and reliable system.

At 30 June 2016 Shire's remaining Group loans had all been repaid.  This compares with 30 June 2015 and 31 December 2015 when £1 million was outstanding at each date.  Since the period end, the Group has made further loans to Shire to meet its seasonal stock-build for the winter period.  At the date of this report £0.3 million remains outstanding.   The equity investment and related intellectual property investments made of £0.53 million and £0.44 million respectively, brings the Group's total amount invested (excluding loans) to £0.97 million.

Shire's unaudited net assets at the period end, stated before deducting the Group loans referred to above, amounted to £4.97 million (30 June 2015: £5.29 million; 31 December 2015: £5.88 million), of which 20% is attributable to non-controlling interests.

Investment revenues and other gains and losses

The Group held available-for-sale investments during the period as part of its treasury management policy, which generated investment income of £0.1 million (30 June 2015: £0.07 million; 31 December 2015: £0.16 million).  No investments were disposed of in the period; in the comparable period to 30 June 2015 (and similarly to 31 December 2015), the sale of investments realised gains on sale of £0.43 million (of which £0.32 million was reclassified to profit).

Statement of financial position

Cash

Cash at the period end was £13.99 million (30 June 2015: £7.13 million, 31 December 2015: £11.97 million).  The increase in cash compared to the end of 2015 principally reflects a seasonal reduction in trade debtors in Shire Foods.  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 £4.50 million (30 June 2015: £4.56 million, 31 December 2015: £4.31 million); the base cost of these investments was £4.92 million (30 June 2015: £4.92 million; 31 December 2015: £4.92 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 returns.

Earnings per share and share capital

Basic and diluted earnings per ordinary share from continuing operations were 2.4 pence (30 June 2015: 9.8 pence; 31 December 2015: 20.3 pence).  Total basic and diluted earnings per ordinary share were 2.4 pence (30 June 2015: 15.9 pence; 31 December 2015: 158.8 pence).  Total earnings per share in 2015 reflect the profits arising from the sale of JMP Consultants in December 2015.

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 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. Also, in the automotive consulting and food manufacturing segments, there is a dependency on a small number of customers and a reduction in the volume or range of products or services supplied to those customers or the loss of any one of them could impact the Group materially.

In addition, 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; order intake is reported monthly in respect of the security solutions segment; revenue and contribution by business area are monitored in the Automotive Consulting segment.

Nick Lander

Chief Financial & Operating Officer

20 September 2016

 

Consolidated income statement

	Note	6 months to 30 June 2016	6 months to 30 June 2015	Year ended 31 December 2015
		£'000	£'000 (re-presented)	£'000
Continuing operations
Revenue		14,544	10,506	27,864
Cost of sales		(11,499)	(8,778)	(21,540)
Gross profit		3,045	1,728	6,324
Distribution costs		(389)	(395)	(893)
Administrative expenses
-       Before amortisation of intangibles and share based payments		(2,436)	(1,306)	(4,469)
-       Amortisation		(16)	(8)	(89)
-       Share-based payment expense		(10)	-	-
Administrative expenses		(2,462)	(1,314)	(4,558)
Operating profit		194	19	873
Investment revenues		95	66	163
Other gains and losses	3	-	428	429
Finance expense	4	(70)	(76)	(172)
Finance income	4	28	25	50
Profit before tax		247	462	1,343
Income tax expense		(82)	-	(335)
Profit for the period from continuing operations		165	462	1,008
Discontinued operations
Profit for the period from discontinued operations after tax	7	-	332	5,667
Profit for the period		165	794	6,675
Attributable to:
- Equity holders of the parent		99	652	6,499
- Non-controlling interests	9	66	142	176
		165	794	6,675
Earnings per share	5
Continuing operations
- Basic		2.4p	9.8p	20.3p
- Diluted		2.4p	9.8p	20.3p
Discontinued operations
- Basic		-	6.1p	138.5p
- Diluted		-	6.1p	138.5p
Total
- Basic		2.4p	15.9p	158.8p
- Diluted		2.4p	15.9p	158.8p

 

Consolidated statement of comprehensive income

		6 months to 30 June 2016	6 months to 30 June 2015	Year ended 31 December 2015
		£'000	£'000	£'000
Profit for the period		165	794	6,675
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)		188	(370)	(611)
- reclassified to profit and loss		-	(318)	(318)
Other comprehensive income		188	(688)	(929)
Total comprehensive income for the period		353	106	5,746
Attributable to:
Equity holders of the parent		287	(36)	5,570
Non-controlling interests		66	142	176
		353	106	5,746

 

Consolidated statement of changes in equity

Six months to 30 June 2016	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	-	-	188	-	-	188	-	188
Transfer to profit and loss on disposal	-	-	-	-	-	-	-	-
Profit for the period	-	-	-	-	99	99	66	165
Total comprehensive income for the period	-	-	188	-	99	287	66	353
Balance at 1 January	50	3,640	(617)	-	20,175	23,248	1,046	24,294
Foreign exchange revaluation of opening reserves	-	-	-	-	20	20	6	26
Transactions with owners:
Increase in non-controlling interest	-	-	-	-	-	-	15	15
Purchase of own shares	-	-	-	-	-	-	-	-
Total transactions with owners	-	-	-	-	-	-	15	15
Balance at 30 June	50	3,640	(429)	-	20,294	23,555	1,133	24,688

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	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	50	3,640	(376)	-	14,328	17,642	1,283	18,925

Year ended 31 December 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	-		-		(611)		-		-		(611)	-		(611)
Transfer to profit and loss on disposal	-		-		(318)		-		-		(318)	-		(318)
Profit for the year	-		-		-		-		6,499		6,499	176		6,675
Total comprehensive income for the year	-		-		(929)		-		6,499		5,570	176		5,746
Balance at 1 January	50		3,640		312		-		13,856		17,858	1,141		18,999
Transactions with owners:
Decrease in non-controlling interest	-		-		-		-		-		-	(271)		(271)
Purchase of own shares	-		-		-		-		(180)		(180)	-		(180)
Total transactions with owners	-		-		-		-		(180)		(180)	(271)		(451)
Balance at 31 December	50		3,640		(617)		-		20,175		23,248	1,046		24,294

 

Consolidated statement of financial position

		30 June 2016	30 June 2015	31 December 2015
	Note	£'000	£'000	£'000
Assets
Non-current assets
Goodwill	8	380	307	380
Other intangible assets		55	57	71
Property, plant & equipment		5,549	5,264	5,773
Total non-current assets		5,984	5,628	6,224
Current assets
Inventories		1,808	1,588	1,106
Trade and other receivables		5,548	9,007	8,073
Cash and cash equivalents		13,986	7,129	11,967
Available for sale investments		4,501	4,555	4,313
Total current assets		25,843	22,279	25,459
Total assets		31,827	27,907	31,683
Liabilities
Current liabilities
Loans and other borrowings		(369)	(1,038)	(787)
Finance leases		(104)	(50)	(104)
Trade and other payables		(4,333)	(6,167)	(4,058)
Total current liabilities		(4,806)	(7,255)	(4,949)
Non-current liabilities
Loans and other borrowings		(1,497)	(1,583)	(1,541)
Finance leases		(398)	(144)	(450)
Trade and other payables		-	-	-
Total non-current liabilities		(1,895)	(1,727)	(1,991)
Total liabilities		(6,701)	(8,982)	(6,940)
Provisions - deferred tax		(329)	-	(335)
Provisions - lease incentive		(109)	-	(114)
NET ASSETS		24,688	18,925	24,294
Equity
Share capital		50	50	50
Share premium account		3,640	3,640	3,640
Revaluation reserve		(429)	(376)	(617)
Retained earnings		20,294	14,328	20,175
Capital and reserves attributable to equity holders of the Company		23,555	17,642	23,248
Non-controlling interests	9	1,133	1,283	1,046
TOTAL EQUITY		24,688	18,925	24,294

 

Consolidated statement of cash flows

		6 months to 30 June 2016	6 months to 30 June 2016	6 months to 30 June 2015	6 months to 30 June 2015	Year ended 31 December 2015	Year ended 31 December 2015
	Note	£'000	£'000	£'000	£'000	£'000	£'000
				(re-presented)	(re-presented)
Profit for the period from continuing operations			165		462		1,008
Adjustments for:
Investment revenues		(95)		(66)		(163)
Other gains and losses	3	-		(428)		(429)
Finance expense	4	70		76		172
Finance income	4	(28)		(25)		(50)
Depreciation		220		171		370
Amortisation of intangible assets		16		8		89
Foreign exchange differences		-		-		14
Loss on disposal of property, plant and equipment		61		12		12
Share-based payment expense	6	10		-		-
Income tax expense		82		-		335
			336		(252)		350
Operating cash flows before movements in working capital			501		210		1,358
Decrease/(increase) in trade and other receivables			2,183		244		(1,015)
Increase in trade and other payables			112		455		166
Increase in inventories			(702)		(686)		(169)
Cash generated from continuing operations			2,094		223		340
Net cash generated from discontinued operations			-		6		652
Net cash generated from operations			2,094		229		992
Investing activities
Proceeds from sale of discontinued operations net of cash sold		385		-		4,860
Acquisition of business	8	-		(1,013)		(1,013)
Purchase of available-for-sale investments		-		(8,734)		(8,733)
Income from available-for-sale investments		95		66		163
Disposal of available-for-sale investments		-		4,840		4,840
Purchase of property, plant and equipment		(81)		(77)		(955)
Disposal of property, plant and equipment		25		4		4
Interest received		28		25		50
Net cash generated from/(used by) investing activities			452		(4,889)		(784)
Financing activities
Interest paid		(70)		(76)		(172)
Purchase of own shares (treasury shares)	10	-		(180)		(180)
Net repayment of borrowings		(519)		(170)		(104)
Net cash used by financing activities			(589)		(426)		(456)
Net increase/(decrease) in cash			1,957		(5,086)		(248)
Cash at beginning of period			11,967		12,215		12,215
Foreign exchange revaluation of opening cash			62		-		-
Cash at end of period			13,986		7,129		11,967

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2016

1          Financial information

The financial information for the period ended 30 June 2016 and the comparative figures for the period ended 30 June 2015 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 26 May 2016 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 2015 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 2015 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: Warnford Court, 29 Throgmorton Street, London EC2N 2AT and on its website www.volvere.co.uk.

2          Operating segments

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

Analysis by business segment:

Period ended 30 June 2016	Automotive consulting £'000	Security solutions £'000	Investing and management services £'000		Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Revenue	8,164	168	20		6,192	14,544	-	14,544
Profit/(loss) before tax(1)	521	55	(458)		129	247	-	247
Period ended 30 June 2015 (re-presented)	Automotive consulting £'000	Security solutions £'000	Investing and management services £'000		Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Revenue	3,880	139	-		6,487	10,506	6,389	16,895
Profit/(loss) before tax(1)	(43)	51	147		307	462	332	794
Year ended 31 December 2015	Automotive consulting £'000	Security solutions £'000	Investing and management services £'000		Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Revenue	12,077	311	-		15,476	27,864	12,823	40,687
Profit/(loss) before tax(1)	583	118	(946)		1,588	1,343	5,667(2)	7,010
As at 30 June 2016	Automotive consulting £'000	Security solutions £'000		Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Assets	4,388	242		18,272	8,925	31,827	-	31,827
Liabilities/provisions	(2,746)	(202)		(236)	(3,955)	(7,139)	-	(7,139)
Net assets(3)	1,642	40		18,036	4,970	24,688	-	24,688
As at 30 June 2015	Automotive consulting £'000	Security solutions £'000		Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Assets	3,953	76		10,916	8,904	23,849	4,058	27,907
Liabilities/provisions	(2,446)	(128)		(142)	(3,611)	(6,327)	(2,655)	(8,982)
Net assets(3)	1,507	(52)		10,774	5,293	17,522	1,403	18,925
As at 31 December 2015	Automotive consulting £'000	Security solutions £'000		Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Assets	5,095	148		16,277	10,163	31,683	-	31,683
Liabilities/provisions	(2,600)	(163)		(339)	(4,287)	(7,389)	-	(7,389)
Net assets(3)	2,495	(15)		15,938	5,876	24,294	-	24,294
(1) stated before intra-Group interest and management charges (2) discontinued segment result stated after tax  (3) assets and liabilities stated excluding intra-Group balances
Six months to 30 June 2016	Automotive consulting £'000	Security solutions £'000		Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	24	-		-	57	81	-	81
Depreciation	21	-		1	198	220	-	220
Amortisation/ Impairment	16	-		-	-	16	-	16
Interest income (non-Group)	-	-		28	-	28	-	28
Interest expense (non-Group)	17	-		-	53	70	-	70
Tax expense	82	-		-	-	82	-	82
Six months to 30 June 2015 (re-presented)	Automotive consulting £'000	Security solutions £'000		Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	2	-		-	53	55	22	77
Depreciation	7	-		-	164	171	45	216
Amortisation/ Impairment	8	-		-	-	8	-	8
Interest income (non-Group)	-	-		25	-	25	-	25
Interest expense (non-Group)	11	-		-	65	76	-	76
Tax expense	-	-		-	-	-	-	-
Year ended 31 December 2015	Automotive consulting £'000	Security solutions £'000		Investing and management services £'000	Food manufacturing £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	25	1		1	821	848	108	956
Depreciation	26	-		1	343	370	91	461
Amortisation/ Impairment	89	-		-	-	89	-	89
Interest income (non-Group)	-	-		50	-	50	-	50
Interest expense (non-Group)	38	-		-	134	172	-	172
Tax expense	58	-		-	277	335	250(4)	585

(4) included in profit from discontinued operations after tax

 

Geographical analysis:

	External revenue by location of customers			Non-current assets by location of assets
	6 months to 30 June 2016	6 months to 30 June 2015	Year ended 31 December 2015	30 June 2016	30 June 2015	31 December 2015
	£'000	£'000 (re-presented)	£'000	£'000	£'000 (re-presented)	£'000
UK	12,718	9,444	25,039	5,984	5,420	6,224
Rest of Europe	1,106	852	1,761	-	-	-
Other	720	210	1,064	-	-	-
	14,544	10,506	27,864	5,984	5,420	6,224

3          Other gains and losses

The Company's unrealised treasury investment losses of £611,000 (as at 31 December 2015) were partly reversed during the period as the underlying investment values recovered.  The gain of £188,000 in the period has been dealt with through reserves.  In the prior period 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 which were then reclassified to profit, as set out in the consolidated statement of comprehensive income).

4          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.

5          Earnings per share

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

	6 months to 30 June 2016 £'000	6 months to 30 June 2015 £'000	Year ended 31 December 2015 £'000
Earnings for the purposes of earnings per share:
From continuing operations	99	400	832
From discontinued operations	-	252	5,667
Total	99	652	6,499
	No.	No.	No.
Weighted average number of ordinary shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue	4,085,958	4,097,229	4,091,547
Dilutive effect of potential ordinary shares	-	-	-
Weighted average number of ordinary shares for diluted EPS	4,085,958	4,097,229	4,091,547

There were no outstanding share options in issue at the period end (30 June 2015: NIL; 31 December 2015: NIL).

6          Share-based payment

During the period the Group's subsidiary, Impetus Automotive Limited, issued shares to certain management of that business.  An independent valuation of the shares issued was undertaken and the share-based payment charge reflects that valuation.  The issue of shares in Impetus has resulted in an increase in non-controlling interests, as set out in note 9.

7          Profit from discontinued operations

The Group's interest in JMP Consultants Limited was sold in December 2015 and all profits arising in respect of the prior year are included in discontinued operations.  The comparative period to 30 June 2015 has been restated to show the results of JMP as discontinued operations.

8          Business combination

As reported last year, the Group acquired Impetus Automotive Limited in March 2015 for net cash consideration of £1,013,000.  Goodwill arising on the acquisition was £380,000.

9          Non-controlling interests

The non-controlling interests of £1,133,000 relate to the net assets attributable to the shares not held by the Group at 30 June 2016 in the following subsidiary undertakings:

	30 June 2016 £'000	30 June 2015 £'000	31 December 2015 £'000
NMT Group Limited	74	75	74
Shire Foods Limited	992	857	972
JMP Consultants Limited	-	351	-
Impetus Automotive Limited	67	-	-
	1,133	1,283	1,046

The increase in Impetus Automotive Limited reflects the issue of new shares (subject to vesting conditions) in the company to certain management of Impetus during the period and their share of profits since then (on the assumption that vesting occurs in full).  Following this and assuming full vesting, the Group now owns 79% of Impetus.  As noted above, JMP Consultants Limited was sold in December 2015 and the non-controlling interest has reduced accordingly.

10        Purchase of own shares

The Company did not acquire any of its own Ordinary shares during the period (30 June and 31 December 2015: 60,000 for a total consideration of £180,000).  For reference, the total number of Ordinary shares held in treasury is 2,121,116 and the number of shares in issue, excluding treasury shares, at the period end was 4,085,958.

11        Dividend

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2016.

- Ends -

 

END

 

 

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