Preliminary Results

RNS Number : 4754Z
Volvere PLC
27 May 2016
 

Press Release

27 May 2016

 

 

 

Volvere plc

 

("Volvere" or the "Group")

 

Preliminary results for the year ended 31 December 2015

 

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its preliminary results for the year ended 31 December 2015.

 

Highlights

 

 

 

£ million except where stated

 

As at 31
December 2015

 

As at 31
December 2014

As at
30 June 2015

(unaudited)





Consolidated net assets per share
(excluding non-controlling interests)(1)

 

£5.69

 

£4.31

 

£4.32





Group net assets

24.3

19.0

18.9





Cash and marketable securities

16.3

13.1

11.7






Year ended

Six months ended


31 December

2015

31 December

2014

(re-presented) (2)

30 June

2015

(re-presented) (2)

 

Group revenue from continuing businesses

 

27.9

 

12.4

 

10.5

 

Group profit before tax from continuing operations

 

1.34

 

1.20

 

0.46

 

Group profit before tax from continuing operations before one-off exceptional credit(3)

 

 

1.34

 

 

0.35

 

 

0.46

 

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, 4,145,958 and 4,085,958.

 

2          The results for the year ended 31 December 2014 and the six months ended 30 June 2015 have been re-presented to reflect the results of discontinued operations.

 

3          In 2014 there was a one-off exceptional credit in Shire Foods amounting to £0.85 million.

 

 

·      Shire Foods delivered record performance with profit before tax and intra-group management and interest charges of £1.59 million on revenue of £15.48 million.

 

·      Impetus Automotive, acquired in March 2015, achieved revenue and profit before tax and intra-group management and interest charges of £12.1 million and £0.58 million respectively.

 

·      Group disposed of its 76% share in JMP Consultants in December 2015 for £6.48 million (acquired in May 2013 for £0.42 million).

 

·      Balance sheet continues to remain strong with high liquidity.

 

 

For further information:

Volvere plc


Jonathan Lander, CEO

Tel: +44 (0) 20 7634 9707

 

 

www.volvere.co.uk

 

N+1 Singer

Aubrey Powell/Liz Yong

 

Tel: + 44 (0) 20 7496 3000

 

 

Chairman's statement

 

I am pleased to report on the results for the year ended 31 December 2015.

 

In 2015 we saw a number of changes in the Group, notably the acquisition in March of Impetus Automotive and the disposal in December of JMP Consultants.  Both Impetus and JMP, along with Shire Foods, performed well in the period.

 

The sale of JMP for well in excess of book value significantly boosted our net assets per share and added 1% per annum to the annual growth rate that we have achieved to date.  At the year-end, our net assets per share had risen to £5.69 from £4.31, increasing the compound growth rate from 14% to 15% per annum since the company's inception in 2002.

 

We are looking forward to continued progress in 2016.

 

 

 

 

David Buchler

Chairman


26 May 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 20

 

 

 

Chief Executive's statement

 

Introduction

 

2015 was an excellent year for the Group with good underlying profits generated by our ongoing businesses and a successful disposal.  

 

Our transport planning and engineering consultancy, JMP Consultants Limited, was sold in December for total cash consideration of £8.5 million (of which the Group's share was £6.48 million before related costs).  We are delighted to have restored JMP to growth and secured the future for the company and staff as part of a larger group.  The sale also achieved an excellent financial outcome for our shareholders.

 

We were also very pleased to complete the acquisition in March of Impetus Automotive Limited which we believe is an excellent addition to the Group.

 

Principal activities

 

The Company is a holding company that identifies and invests in undervalued and/or distressed businesses and securities as well as businesses that are complementary to existing Group companies.  The Company provides management services to those businesses.

 

The trading subsidiaries' activities during the year were food manufacturing, security solutions and automotive consulting, and each of these is reported as a separate segment. The transport planning & engineering segment activities ceased during the year following the disposal of JMP.

 

 

Operating review

 

The financial performance of each segment is summarised below and in the financial review and further detailed in note 5 to this announcement.

 

Food manufacturing

 

Shire Foods Limited ("Shire"), in which the Group has an 80% stake, was acquired in 2011 and manufactures frozen pies, pasties and other pastry products for retailers and food service customers. This year was Shire's fourth full year of trading within the Group. Its performance was exceptionally good, producing the highest underlying yearly profit of any company that we have owned to date.  

 

Shire's revenue for the year increased to £15.48 million (2014: £12.13 million) and it achieved a profit before tax and intra-group management and interest charges of £1.59 million (2014: £1.65 million).  Underlying profits improved significantly as 2014's result was flattered by an exceptional, non-recurring, credit of £0.85 million relating to the conclusion of the company voluntary arrangement entered into in 2012.

 

Shire has continued to develop the relationships it has within the UK retail market and has seen growth arise from both wider ranges and from key customers' market share growth.  Although the business is performing well, since the end of the year, one customer (whose volumes have been on a declining trend in recent years) has brought some of its manufacturing in-house, which will result in lower revenue for that customer and is likely to reduce profitability as a whole for 2016.  This reduction was expected by us for some time and we have been and are actively seeking additional opportunities to utilise our available capacity and are positive about being able to do so.

 

Further information about Shire can be found at www.shirefoods.com.

 

Automotive consulting

 

On 25 March 2015, we announced the acquisition of Impetus Automotive Limited ("Impetus"). Impetus's principal activity is the provision of consulting services to the automotive sector, including vehicle manufacturers, dealerships and national sales companies. The company, which has UK offices in Warwick and Cranfield, employs approximately 200 people serving clients in the UK and a number of other international markets. Further information on Impetus's activities can be found at www.impetusautomotive.com.

 

The Group paid a total, including costs, of £1.25 million for Impetus and related intellectual property assets.  During the period from acquisition to the end of the year (just over nine months) Impetus had revenue of £12.1m and profit before tax and intra-group management and interest charges of £0.58 million.

 

We have spent time with both customers and staff to stabilise the business and prepare it for growth.  We are part way through a programme to decentralise decision-making and the winning of work, improve our core back-office systems and processes whilst ensuring that the success of our client programmes remain the absolute focus of everyone at all levels in the business.  Geographically, we are now operating in the UK, Australia, China, Japan and a number of European countries for a range of different clients.

 

The automotive sector undoubtedly faces many challenges, but there remains the need for manufacturers and their distribution networks to develop sustainable profit from long-term relationships with customers, whether-they are trade or end-user.  The improvement of vehicle parts and accessories sales and distribution, after-sales service, and vehicle sales and profit margins, are all areas where Impetus's people have wide knowledge and expertise.  As a result, we are optimistic about Impetus's prospects and look forward to its contribution to the Group.

 

Security solutions

 

Sira Defence & Security Limited ("Sira"), the Group's digital CCTV viewing software business, continued its progress with revenue increasing to £0.31 million (2014: £0.25 million) and achieving a profit of £0.12 million (2014: £0.08 million).

 

Sira remains focused on being the universal interface for accessing multiple format CCTV footage in the law enforcement sector.

 

Further information about Sira can be found at www.siraview.com.

 

 

Transport planning & engineering - discontinued

 

The Group sold JMP Consultants Limited ("JMP"), its transport planning & engineering business, in December 2015.  JMP is a consultancy that supports the transport planning aspects of property and land development, as well as providing a range of design, engineering and travel behaviour services.  The Group owned approximately 76% of JMP.

 

JMP's turnover grew from £11.76 million in 2014 (full year) to £12.82 million for the 11½ month period to sale, and generated profits before tax and intra-group management and interest charges of £1.1 million in the period to disposal compared to £0.45 million in the previous full year. 

 

The Group's share of the disposal proceeds of £8.5 million amounted to £6.48 million.  We were pleased with the outcome given that JMP had been acquired for £0.42m in 2013, had already repaid all working capital loans provided by the Group, and paid us a dividend of £0.45 million as well.

 

Future strategy

 

The Group's success to date reflects our consistent approach to value creation by sourcing businesses where we believe we can make operational and financial improvements.  We are optimistic that our approach will give continued positive returns to shareholders.

 

 

 

 

Jonathan Lander

Chief Executive


26 May 2016

 

 

Financial review

 

Financial performance

 

Detailed information about the Group's segments is set out in note 5 to the preliminary announcement which should be read in conjunction with this financial review and the Chairman's and Chief Executive's statements.

 

Overview

 

In 2015 our Group revenue including the discontinued operations of JMP Consultants Limited ("JMP"), reached a record level of more than £40 million, with peak staff numbers in excess of 500 people.  Total revenue from continuing operations increased from £12.4 million to £27.9 million, largely due to the acquisition of Impetus Automotive Limited ("Impetus"), but also reflecting strong growth in Shire Foods Limited ("Shire").

 

The total profit for the year was £6.68 million (2014: £1.47 million), stated after the profit arising (£5.67 million) on the sale of JMP.  Profit before tax from continuing operations rose from £1.2m in 2014 to £1.34m despite 2014's figures being flattered by an exceptional credit in Shire of £0.85 million.

 

Continuing businesses

 

The trading performance of each of our businesses is outlined in the Chief Executive's statement and set out further in note 5.

 

Food manufacturing

 

This segment reflects the trading of Shire Foods, owned since July 2011.

 

Shire's revenue for the year increased by 28% to £15.48 million (2014: £12.13 million).  Profit before tax and intra-group management and interest charges was £1.59 million (2014: £1.65 million).  The 2014 result included an exceptional credit of £0.85 million relating to the conclusion of the company voluntary arrangement entered into in 2012.

 

The 5-year financial performance of Shire is summarised in the table below:

 

Year ended 31 December

2015

£'000

Year ended 31 December

2014

£'000

Year ended 31 December

2013

£'000

Year ended 31 December

2012

£'000

29 July - 31 December

2011

£'000







Revenue

15,476

12,134

8,531

6,166

3,322







Profit/(loss) before tax, intra-group management and interest charges

1,588

1,651

117

(441)

(668)







Exceptional credit

-

(852)

-

-

-


 

 

 

 

 

Underlying profit/(loss) before tax, intra-group management and interest charges

 

1,588

 

799

 

117

 

(441)

 

(668)


 

 

 

 

 

 

Automotive consulting

 

This segment reflects the trading of Impetus, which was acquired in March 2015.  For the 9 month period to 31 December Impetus's revenue was £12.1m and profit before tax and intra-group management and interest charges was £0.58 million.  

 

The overall purchase consideration for Impetus and related intellectual property assets was approximately £1.25 million, of which £1.08 million was to repay bank debt at acquisition.  The internal funding of this was principally by way of loan.  Additionally, the Group supported Impetus with working capital loans throughout the period.  During the period Impetus was charged interest by the Group on outstanding loans amounting to £0.1 million and the Group received management charges of £0.2 million.

 

The combination of trading profits and the working capital cycle following the year end has meant that the outstanding loan balance at the date of this report is £1.1 million.  At the end of the period, Impetus had net assets before deducting Group loans (and excluding goodwill arising on consolidation) of £2.1 million.

 

 

Discontinued operations - Transport planning & engineering

 

As outlined in the Chief Executive's statement, the Group sold JMP in December 2015 for £8.5 million, of which the Group received £6.48 million.  The total profit from discontinued activities was £5.67 million.  This represents the Group's share of JMP's profit after tax for 2015 to the date of disposal, plus the Group's share of the sale consideration less the Group's share of the net assets sold.  Further details are set out in note 6.

 

Investment revenues, other gains and losses and finance income and expense

 

Whilst continuing to review and assess further investments in trading activities, the Group had significant cash on hand and has continued with active treasury management in response to prevailing low interest rates.  This strategy achieved investment revenues and other gains and losses totalling £0.59 million (2014: £0.21 million).

 

The Group's net finance expense was £0.12 million (2014: £0.11 million).  In spite of the Group's significant cash balances, individual Group trading companies utilise leverage where possible, and without recourse to the remaining Group.

 

Statement of financial position

 

Cash

 

Cash at the year end totalled £11.97 million (2014: £12.22 million).  As noted below, the Group made purchases during the year of its own shares for treasury for a total consideration of £0.18 million (2014: £0.31 million).

 

Available for sale investments

 

At the year end the Group held available for sale investments with a market value of £4.31 million (2014: £0.92 million).  The value of these investments was below their cost, resulting in an unrealised loss on valuation of £0.61 million.

  

Overall position

 

The Group balance sheet has strengthened substantially in the year as a result of the profits achieved not only from the sale of JMP, but also because of the underlying performance of the Group's continuing businesses.  Total net assets increased from £19.0 million to £24.3 million at the end of 2015.

 

Dividends

 

In accordance with the policy set out at the time of admission to AIM, the Board does not currently intend to recommend payment of a dividend and prefers to retain profits as they arise for investment in future opportunities, or to purchase own shares for treasury where that is considered to be in the best interests of shareholders.  

 

Purchase of own shares

 

The Group purchased for treasury a total of 60,000 shares (2014: 114,000 shares) for total consideration of £0.18 million (2014: £0.31 million) representing an average price of £3 per share (2014: £2.69 per share).  As of 31 December 2015, the Group's share repurchases total £5.94 million.

 

Earnings per share

Basic and diluted earnings per ordinary share were 158.8p compared to 25.6p in the previous year.

 

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, in the Chief Executive's statement and disclosed in note 5.

 

 

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 automotive consulting segment staff utilisation, amounts billed to clients and cash collected are closely monitored; order intake is monitored monthly in respect of the security solutions segment.

 

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 and Group 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.

 

These risks are managed by the Board in conjunction with the management of the Group's businesses.

 

More information on the Group's financial risks is disclosed in note 17.

 

Directors' interests

 

The Directors' interests in the share capital of the Company at 31 December are disclosed below:

 

 

 

Number of

Ordinary

Shares

31 December

2015

 

% of Total Voting Rights

31 December

2015

Number of

Ordinary

Shares

31 December

2014

 

% of Total Voting Rights

31 December

2014






David Buchler

129,893

3.18%

129,893

3.13%

Jonathan Lander

1,023,677

25.05%

1,023,677

24.69%

Nick Lander

548,277

13.42%

548,277

13.22%

 

No director held any share options at 31 December 2015 or 2014.

 

No changes in directors' shareholdings (or options) occurred between 31 December and the date of this announcement.

 

 

 

Nick Lander

Chief Financial & Operating Officer


26 May 2016

 

 

 

Consolidated income statement

 






Note


2015

2014




£'000

£'000
(re-presented)

Continuing operations





Revenue

5


27,864

12,387

Cost of sales



(21,540)

(10,031)




 

 

Gross profit



6,324

2,356

 

Distribution costs




(893)

 

(713)

Administrative expenses:





- Before amortisation and share based payments



(4,469)

(1,398)

- Amortisation

- Share based payments

11

24


(89)

-

-

-

Administrative expenses



(4,558)

(1,398)




 

 

Operating profit

2


873

245






Investment revenues

7


163

65

Other gains and losses

7


429

142

Finance expense

7


(172)

(156)

Finance income

7


50

50

Exceptional items

16


-

852




 

 

Profit before tax



1,343

1,198

Income tax expense

8


(335)

-


 

 

 

 

Profit for the year from continuing operations



1,008

1,198






Discontinued operations





Profit for the year from discontinued operations after tax

6


5,667

273




 

 

Profit for the year



6,675

1,471




 

 

Attributable to:





- Equity holders of the parent



6,499

1,069

- Non-controlling interests



176

402




 

 




6,675

1,471




 

 

Earnings per share

9









Continuing operations





- Basic



20.3p

19.1p

- Diluted



20.3p

19.1p






Discontinued operations





- Basic



138.5p

6.5p

- Diluted



138.5p

6.5p






Total





- Basic



158.8p

25.6p

- Diluted



158.8p

25.6p




 

 





 

Consolidated statement of comprehensive income

 



2015

 

2014




£'000

£'000






Profit for the year



6,675

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 gains/(losses)

- reclassified to profit and loss



(611)

(318)

89

(34)









 

 

Other comprehensive income



(929)

55




 

 






Total comprehensive income for the year



5,746

1,526




 

 

Attributable to:





- Equity holders of the parent



5,570

1,124

- Non-controlling interests



176

402




 

 




5,746

1,526




 

 






 

 

Consolidated statement of changes in equity

 

 

 

Share

capital

£'000

Share

premium

£'000

 

Revaluation reserve

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling interests
£'000

Total

£'000

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

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

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

50

3,640

312

13,856

17,858

1,141

18,999

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

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

 

 

 



2015

2014


Note


£'000

£'000

Assets





Non-current assets





Goodwill

11


380

-

Other intangible assets

11


71

-

Property, plant and equipment

12


5,773

5,361

Deferred tax asset

19


-

-




 

 

Total non-current assets



6,224

5,361






Current assets





Inventories

13


1,106

937

Trade and other receivables

15


8,073

6,610

Cash and cash equivalents



11,967

12,215

Available for sale investments

14


4,313

921




 

 

Total current assets



25,459

20,683




 

 

Total assets



31,683

26,044




 

 

Liabilities





Current liabilities





Loans and other borrowings

18


(787)

(1,999)

Finance leases

18


(104)

(159)

Trade and other payables

16


(4,058)

(4,066)




 

 

Total current liabilities



(4,949)

(6,224)




 

 

Non-current liabilities





Loans and other borrowings

18


(1,541)

(821)

Finance leases

18


(450)

-

Trade and other payables

16


-

-




 

 

Total non-current liabilities



(1,991)

(821)




 

 

Total liabilities

 

Provisions - deferred tax

19


(6,940)

 

(335)

(7,045)

 

-

Provisions - lease incentive



(114)

-




 

 

Net assets



24,294

18,999




 

 

Equity





Share capital

20


50

50

Share premium account

21


3,640

3,640

Revaluation reserve

21


(617)

312

Retained earnings



20,175

13,856




 

 

Capital and reserves attributable to equity holders of the Company



23,248

17,858

Non-controlling interests

27


1,046

1,141




 

 

Total equity



24,294

18,999




 

 

 

 

Consolidated statement of cash flows

 

 


2015

2015

2014

2014


Note

£'000

£'000

£'000

£'000





 

 


 

Profit for the year from continuing operations



1,008


1,198

 

Adjustments for:






Investment revenues

7

(163)


(65)


Other gains and losses

7

(429)


(142)


Finance expense

7

172


156


Finance income

7

(50)


(50)


Depreciation

12

370


334


Amortisation of intangible assets

11

89


-


Foreign exchange differences


14


-


Loss on disposal of property, plant and equipment

Income tax expense


12

335


-

-




 


 





350


233




 


 

Operating cash flows before movements in working capital



1,358


1,431







Increase in trade and other receivables



(1,015)


(1,128)

Increase/(decrease) in trade and other payables



166


(608)

Increase in inventories



(169)


(249)




 


 

Cash generated from continuing operations



340


(554)







Net cash generated from discontinued operations



652


880




 


 

Net cash generated from operations



992


326







Investing activities






Proceeds from sale of discontinued operations net of cash sold

6

4,860


-


Acquisition of business

22

(1,013)


-


Purchase of available for sale investments


(8,733)


(3,732)


Income from available for sale investments


163


65


Disposal of available for sale investments


4,840


3,997


Purchase of property, plant and equipment

12

(955)


(245)


Disposal of property, plant and equipment


4


-


Interest received

7

50


50




 


 


Net cash (used by)/generated from investing activities



(784)


135







Financing activities






Interest paid


(172)


(156)


Purchase of own shares (treasury shares)

20

(180)


(307)


Net (repayment of)/increase in borrowings


(104)


937




 


 


Net cash (used by)/generated from financing activities



(456)


474




 


 

Net (decrease)/increase in cash  



(248)


935

Cash at beginning of year



12,215


11,280




 


 

Cash at end of year



11,967


12,215




 


 

 

 

 

 

Notes forming part of the preliminary announcement

 

 

The financial information set out above, which was approved by the Board on 26 May 2016, is derived from the full Group accounts for the year ended 31 December 2015 and does not constitute the statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group accounts on which the auditors have given an unqualified report, which does not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2015, will be delivered to the Registrar of Companies in due course.

 

Copies of the Company's Annual Report and Financial Statements are expected to be sent to shareholders on  1 June 2016 and will be available from the Company's registered office, Warnford Court, 29 Throgmorton Street, London, EC2N 2AT and website at www.volvere.co.uk.

 

1      Accounting policies

 

Basis of accounting

 

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS and IFRIC interpretations) as adopted by the European Union ("adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under adopted IFRS.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report.  In addition, note 17 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.


The Group has considerable financial resources and operates in a number of different market sectors. As a consequence, the directors believe that the Group is well placed to manage the business risks inherent in its activities despite the current uncertain economic outlook.

 

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

 

The following principal accounting policies have been applied consistently, in all material respects, in the preparation of these financial statements:

           

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year.  Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.  All subsidiaries have a reporting date of 31 December.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.  All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.


Business combinations

The Group applies the acquisition method of accounting for business combinations.  The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement.  Acquisition costs are expensed as incurred.

 

The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.

 

Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of the fair value of consideration transferred, the recognised amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (ie gain on a bargain purchase) is recognised in profit or loss immediately.

The purchase of a non-controlling interest is not a business combination within the scope of IFRS 3, since the acquiree is already controlled by its parent.  Such transactions are accounted for as equity transactions, as they are transactions with equity holders acting in their capacity as such. No change in goodwill is recognised and no gain or loss is recognised in profit or loss.

 

Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. See above for information on how goodwill is initially determined. Goodwill is carried at cost less accumulated impairment losses and is reviewed annually for impairment.

Other intangible assets 

All other intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis as set out below over their estimated useful lives, which are considered finite.  Registered design rights are amortised over the life of the registration. Residual values and useful lives are reviewed at each reporting date and they are subject to impairment testing where indicators of impairment are present. 

Intellectual property rights                       - 10% straight line

Software                                                - 33% straight line

 

When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses.

 

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. 

 

Sale of goods is recognised when the Group has transferred to the buyer the significant risks and rewards of ownership, generally when the customer has taken undisputed delivery of the goods. There are no service obligations attached to the sale of goods.

 

Revenue earned on time and materials contracts is recognised as costs are incurred.  Income from fixed price contracts is recognised in proportion to the stage of completion, determined on the basis of work done, of the relevant contract.

Revenue from consulting services is recognised when the services are provided by reference to the contract's stage of completion at the reporting date. When the outcome can be assessed reliably, contract revenue and associated costs are recognised by reference to the stage of completion of the contract activity at the reporting date. When the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs that have been incurred and are recoverable. Contract costs are recognised in the period in which they are incurred.

 

If it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately in profit or loss.

 

The gross amount due from customers for contract work is presented within trade and other receivables for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings. The gross amount due to customers for contract work is presented within other liabilities for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).

 

Discontinued operations

Discontinued operations represent cash generating units or groups of cash generating units that have either been disposed of or classified as held for sale, and represent a separate major line of business or are part of a single co-ordinated plan to dispose of a separate major line of business.  Cash generating units forming part of a single co-ordinated plan to dispose of a separate major line of business are classified within continuing operations until they meet the criteria to be held for sale.  The post-tax profit or loss of the discontinued operation is presented as a single line on the face of the consolidated income statement, together with any post-tax gain or loss recognised on the re-measurement to fair value less costs to sell or on the disposal of the assets or disposal group constituting the discontinued operation.  On changes to the composition of groups of units comprising discontinued operations, the presentation of discontinued operations within prior periods is restated to reflect consistent classification of discontinued operations across all periods presented.

 

Operating segments

IFRS 8 "Operating Segments" requires the disclosure of segmental information for the Group on the basis of information reported internally to the chief operating decision-maker for decision-making purposes.  The Group considers that the role of chief operating decision-maker is performed collectively by the Board of Directors.

 

Volvere plc is a holding company that identifies and invests principally in undervalued and distressed businesses and securities as well as businesses that are complementary to existing Group companies.  Its customers are based primarily in the UK, Europe and the USA.

 

Financial information (including revenue and operating profits) is reported to the board on a segmental basis.  Segment revenue comprises sales to external customers and excludes gains arising on the disposal of assets and finance income.  Segment profit reported to the board represents the profit earned by each segment before tax.  For the purposes of assessing segment performance and for determining the allocation of resources between segments, the board reviews the non-current assets attributable to each segment as well as the financial resources available.  All assets are allocated to reportable segments.  Assets that are used jointly by segments are allocated to the individual segments on a basis of revenues earned. 

 

All liabilities are allocated to individual segments.  Information is reported to the board of directors on a segmental basis as management believes that each segment exposes the Group to differing levels of risk and rewards due to their varying business life cycles.  The segment profit or loss, segment assets and segment liabilities are measured on the same basis as amounts recognised in the financial statements.  Each segment is managed separately.

 

Leasing

 

Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease.  The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.  Lease payments are apportioned between finance charges and the reduction of lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.  Finance charges are charged directly against income. 

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.

Foreign currencies

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions.  At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date.  Gains and losses arising on retranslation are included in net profit or loss for the period.

 

Retirement benefit costs

The Group's subsidiary undertakings operate defined contribution retirement benefit schemes.  Payments to these schemes are charged as an expense in the period to which they relate.  The assets of the schemes are held separately from those of the relevant company and Group in independently administered funds.

 

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.  The tax currently payable is based on taxable profit for the year.  Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.   

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.  Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.  Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax is measured on an undiscounted basis using the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.  Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.  Freehold property is revalued on a periodic basis.  Depreciation is charged so as to write off the cost or valuation of assets, less their residual values, over their estimated useful lives, using the straight line method, on the following bases:

Freehold property                                                           -           1.5% per annum

Improvements to short-term leasehold property                 -           Over the life of the lease

Plant and machinery                                                      -           4%-33% per annum

 

Investments

Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, including transaction costs.  Available for sale current asset investments are carried at fair value with adjustments recognised in other comprehensive income.

Investment income

Income from investments is included in the income statement at the point the Group becomes legally entitled to it.  Interest income and expenses are reported on an accruals basis using the effective interest method.

Impairment of property, plant and equipment and intangible assets (including goodwill)

 

At each reporting date the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 

Recoverable amount is the higher of fair value less costs to sell and value in use.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and any risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.  An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Share-based payments

The Group issues equity-settled share-based payments to certain directors and employees.  Equity-settled share-based payments are measured at fair value at the date of grant.  The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of options that will ultimately vest.

Fair value is measured by use of a Black-Scholes pricing model.  The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

In determining the Group's share-based payment charge in 2014 arising in respect of the shares issued to non-controlling interests (as set out in note 24), the Group evaluated the enterprise value of JMP (in 2015 treated as a discontinued business).  This evaluation considered the range of possible earnings multiples that could apply on an exit to a business such as JMP, the rights attaching to the shares issued, the proportion of the resulting equity participation and the existence of a single large shareholder with significant influence.

Inventories

 

Inventories are stated at the lower of cost and net realisable value. Raw materials are valued at purchase price and the costs of ordinarily interchangeable items are assigned using a weighted average cost formula. The cost of finished goods comprises raw materials directly attributable to manufacturing processes based on product specification and packaging cost.  Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances, overnight deposits and treasury deposits.  The Group considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents.

Financial assets

The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired.  The Group's accounting policy for each category is as follows:

 

Fair value through profit or loss (FVTPL):  This category comprises only in-the-money derivatives.  They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement.  The Group does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.

 

Loans and receivables:  These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset.  They are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method less any provision for impairment. Receivables are considered for impairment when there is a risk of counterparty default.

 

Available-for-sale:  Non-derivative financial assets not included in the above categories are classified as available-for-sale and comprise the Group's investments in entities not qualifying as subsidiaries, associates or jointly controlled entities.  They are carried at fair value with changes in fair value recognised directly in equity (other comprehensive income).  Fair value is determined by reference to independent valuation statements provided by the investment manager or broker (as the case may be) through whom such investments are made.  Where the underlying investments are exchange-traded, the mid-price of the investment is used.

 

Impairment: All financial assets except those at FVTPL are reviewed for impairment at each reporting date to identify whether there is any objective evidence that a financial asset or group of assets is impaired.  Different methods are used to determine impairment as described above.

 

Financial liabilities

 

The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired.  The Group's accounting policy for each category is as follows:

 

FVTPL:  This category comprises only out-of-the-money derivatives.  They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement.

 

Other financial liabilities:  Other financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

 

Bank and other borrowings are initially recognised at the fair value of the amount advanced net of any transaction costs directly attributable to the issue of the instrument.  Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest method.  Interest expense in this context includes initial transaction costs and premia payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities and equity instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

 

Invoice discounting

 

The Group uses an invoice discounting facility and retains all significant benefits and risks relating to the relevant trade receivables.  The gross amounts of the receivables are included within assets and a corresponding liability in respect of proceeds received from the facility is included within liabilities.  The interest and charges are recognised as they accrue and are included in the income statement with other interest charges.

 

Significant management judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses.  The nature of the Group's business is such that there can be unpredictable variation and uncertainty regarding its business.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates. 

 

Significant management judgements

 

The judgements that have a significant impact on the carrying value of assets and liabilities are discussed below:

 

Deferred tax asset

 

The Group recognises a deferred tax asset in respect of temporary differences relating to capital allowances, revenue losses and other short term temporary differences when it considers there is sufficient evidence that the asset will be recovered against future taxable profits.

 

Current asset investments

Declines in the fair value of current asset investments are considered for indicators of impairment. Where the decline in value is significant or prolonged the asset may be considered to be impaired with the resulting impairment losses recognised in the income statement. Short term and insignificant declines in fair value that are considered to be temporary are reflected in other comprehensive income.

 

Significant estimates

 

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.

 

Revenue recognition

 

Due to the nature of some services provided by certain of the Group's businesses the recoverability of receivables can be subject to management estimates.  Whilst the Group has a thorough process for reviewing the requirement for receivables and credit note provisions, this area is inherently subjective. 

 

Useful lives of depreciable assets

 

Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utility of certain equipment used in the production of food.

 

Inventories

 

Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of these inventories may be affected by market-driven changes that may reduce future selling prices.

 

Consolidation

 

Management have concluded that is not appropriate to utilise the exemption from consolidation available to investment entities under IFRS10.  Accordingly the consolidation includes all entities which the Company controls.

 

Business combinations

 

Management uses valuation techniques in determining the fair values of the various elements of a business combination (see note 22).

 

Fair value measurement

 

Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

 

New standards and interpretations - in issue but not yet effective

 

At the date of authorisation of these financial statements, certain new standards, and amendments to existing standards have been published by the IASB that are not yet effective, and have not been adopted early by the Group. Information on those expected to be relevant to the Group's financial statements is provided below.

 

Management anticipates that all relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. New standards, interpretations and amendments not either adopted or listed below are not expected to have a material impact on the Group's financial statements.

 

 

IFRS 9 'Financial Instruments' (2015)

 

The IASB recently released IFRS 9 'Financial Instruments' (2015), representing the completion of its project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. The new standard introduces extensive changes to IAS 39's guidance on the classification and measurement of financial assets and introduces a new 'expected credit loss' model for the impairment of financial assets. IFRS 9 also provides new guidance on the application of hedge accounting.

 

IFRS 9 is effective for reporting periods beginning on or after 1 January 2018. The Group's management have not yet assessed the impact of IFRS 9 on the consolidated financial statements.           

IFRS 15 'Revenue from Contracts with Customers'

 

IFRS 15 presents new requirements for the recognition of revenue, replacing IAS 18 'Revenue', IAS 11 'Construction Contracts', and several revenue-related Interpretations. The new standard establishes a control-based revenue recognition model and provides additional guidance in many areas not covered in detail under existing IFRSs, including how to account for arrangements with multiple performance obligations, variable pricing, customer refund rights, supplier repurchase options, and other common complexities.

 

IFRS 15 is effective for reporting periods beginning on or after 1 January 2017. The Group's management have not yet assessed the impact of IFRS 15 on the consolidated financial statements.   

2      Operating profit

 

Operating profit is stated after charging/(crediting):


2015

£'000

 

2014

£'000

(re-presented)







Staff costs

10,321

2,106

 

Depreciation of property, plant and equipment:



- owned assets

370

334




Amortisation of intangible assets

89

-

 

Operating lease expense

207

7




Audit fees

65

38


 

 

The analysis of audit fees is as follows:



- for the audit of the Company's annual accounts

19

15

- for the audit of the Company's subsidiaries' accounts

46

23


 

 


65

38


 

 

 

3      Staff costs

 

Staff costs comprise:


2015

£'000


2014

£'000
(re-presented)




Wages and salaries                    

9,036

1,919

Employer's National Insurance contributions

905

151

Defined contribution pension cost

380

36


 

 


10,321

2,106


 

 

 

 

The average number of employees (including Directors) in the Group was as follows:

 

2015

Number

2014

Number

(re-presented)




Engineering and production

266

76

Sales and marketing

11

8

Administration and management

40

18


 

 


317

102


 

 

 

4      Directors' remuneration


The remuneration of the directors was as follows:

Salaries & fees

2015

£'000

Other

benefits

2015

£'000

 

Total

2015

£'000





David Buchler

58

-

58

Jonathan Lander

11

-

11

Nick Lander

11

1

12


 

 

 


80

1

81


 

 

 

 

Salaries & fees

2014

£'000

Other

benefits

2014

£'000

 

Total

2014

£'000





David Buchler

30

-

30

Jonathan Lander

11

-

11

Nick Lander

11

1

12


 

 

 


52

1

53


 

 

 

 

The services of Jonathan Lander and Nick Lander are provided under the terms of a Service Agreement with D2L Partners LLP.  The amount due under these agreements, which is in addition to the amounts disclosed above, for the year amounted to £1,128,000 (2014: £551,000).  The amount paid to David Buchler in the year was paid to a third party on an invoice basis.  The increase in directors' remuneration reflects the performance of the Group for the year.  None of the directors were members of the Group's defined contribution pension plan in the year (2014: none).

 

 

5      Operating segments

 

Analysis by business segment:

 

 

 

 

Automotive consulting

2015

£'000

 

Security solutions

2015

£'000

Investing and management services

2015

£'000

 

Food manufacturing

2015

£'000

 

Total continuing

2015

£'000

 

 

Discontinued

2015

£'000

 

 

Total

2015

£'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


 

 

 

 

 

 

 


 

Automotive consulting

2014

£'000

 

Security solutions

2014

£'000

Investing and management services

2014

£'000

 

Food manufacturing

2014

£'000

 

Total continuing

2014

£'000

 

 

Discontinued

2014

£'000

 

 

Total

2014

£'000









 

Revenue

 

-

 

253

 

-

 

12,134

 

12,387

 

11,761

 

24,148


 

 

 

 

 

 

 

Profit/(loss) before tax(1)

 

-

 

81

 

(534)

 

1,651(3)

 

1,198

 

273

 

1,471


 

 

 

 

 

 

 







 

Automotive consulting

2015

£'000

 

Security solutions

2015

£'000

Investing and management services

2015

£'000

 

Food manufacturing

2015

£'000

 

Total continuing

2015

£'000

 

 

Discontinued

2015

£'000

 

 

Total

2015

£'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(4)

2,495

(15)

15,938

5,876

24,294

-

24,294


 

 

 

 

 

 

 










 

Automotive consulting

2014

£'000

 

Security solutions

2014

£'000

Investing and management services

2014

£'000

 

Food manufacturing

2014

£'000

 

Total continuing

2014

£'000

 

 

Discontinued

2014

£'000

 

 

Total

2014

£'000









Assets

-

33

11,932

9,553

21,518

4,526

26,044

Liabilities/provisions

-

(166)

(256)

(3,806)

(4,228)

(2,817)

(7,045)


 

 

 

 

 

 

 

Net assets(4)

-

(133)

11,676

5,747

17,290

1,709

18,999


 

 

 

 

 

 

 

(1) stated before intra-group management and interest charges

(2) discontinued segment result stated after tax

(3) stated after an exceptional credit of £852,000

(4) assets and liabilities stated excluding intra-group balances

 





 

 

 

Automotive consulting

2015

£'000

 

Security solutions

2015

£'000

Investing and management services

2015

£'000

 

Food manufacturing

2015

£'000

 

Total continuing

2015

£'000

 

 

Discontinued

2015

£'000

 

 

Total

2015

£'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(5)

585


 

 

 

 

 

 

 

 

 

 

Automotive consulting

2014

£'000

 

Security solutions

2014

£'000

Investing and management services

2014

£'000

 

Food manufacturing

2014

£'000

 

Total continuing

2014

£'000

 

 

Discontinued

2014

£'000

 

 

Total

2014

£'000

Capital spend

-

-

-

82

82

163

245

Depreciation

-

1

7

326

334

82

416

Amortisation/

impairment

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Interest income (non-Group)

 

-

 

-

 

50

 

-

 

50

 

-

 

50

Interest expense (non-Group)

 

-

 

-

 

-

 

156

 

156

 

-

 

156

Tax expense

-

-

-

-

-

-

-


 

 

 

 

 

 

 

(5) included in profit from discontinued operations after tax

 

Geographical analysis:

 

External revenue by

location of customers

Non-current assets by

location of assets


2015

2014

2015

2014


£'000

£'000
(re-presented)

£'000

£'000






UK

              25,039 

11,937

6,224

5,361

Rest of Europe

1,761

446

-

-

Other

1,064

4

-

-


 

 

 

 


27,864

12,387

6,224

5,361


 

 

 

 

 

The Group had 2 (2014: 3) customers that individually accounted for in excess of 10% of the Group's continuing revenues as follows:

 

2015

£'000

2014

£'000




First customer

5,501

3,210

Second customer

3,672

2,775

Third customer

-

2,659


 

 

 

6      Discontinued operations

 

The Group's stake in JMP Consultants Limited ("JMP"), which formed the Group's transport planning and engineering segment, was sold on 18 December 2015 for cash consideration of £8,506,000, of which the Group's share was £6,477,000.   

 

 

In accordance with IFRS 5 the total profits relating to discontinued activities for the year are presented on a single line on the income statement, and are analysed below:        

 

2015

£'000

2014

£'000




Revenue

12,823

11,761

Cost of sales

(6,817)

(6,387)

Administrative expenses

Interest

Income tax expense

(4,898)

(11)

(250)

(4,924)

-

-


 

 

Profits for the period to disposal/year

847

450


Non-controlling interests' share of losses in period to disposal


(190)


-

 

 

 

 

Group share of profits

Profit on disposal (see below)

657

5,010

450

-


 

 

Profit on discontinued operations - JMP Consultants Limited

Loss on discontinued operations - Interactive Prospect Management Limited(1)

5,667

-

450

(177)


 

 

Total profit on discontinued operations

5,667

273

 

Note 1:additional costs recognised in 2014 in respect of disposal in 2013.

 

The net assets disposed, and resulting profit on sale is analysed below:

 

 


2015

£'000

 


Property, plant and equipment

248


Work in progress

1,698


Receivables

Cash and cash equivalents

Income tax expense

2,404

833

(3,256)



 


Net assets at date of disposal

1,927



Non-controlling interests' share of net assets at date of disposal


(460)



 


Group share of net assets at date of disposal

Profit on disposal

1,467

5,010



 


Consideration

6,477


 

The consideration receivable is analysed as follows:

 




 

Received on date of disposal

5,693

 

Receivable following determination of net assets at disposal (included in other receivables at year-end)

385

 

Receivable one year after disposal (included in other receivables at year-end)

399

 


 

 

Total consideration receivable

6,477

 

 

The cash flows associated with the disposal are as follows:

 

 

 

Cash received on date of disposal

5,693

Cash disposed

(833)


 

Net cash flows on disposal

4,860


 

 

 

7     Investment revenues, other gains and losses and finance income and expense

 

 2015

2014


£'000

£'000




Investment revenues

163

65


 

 

Other gains and losses

429

142


 

 

Finance income



Bank interest receivable

50

50


 

 

Finance expense



Bank interest

(86)

(64)

Finance lease interest

7

(15)

Other interest and finance charges

(93)

(77)


 

 


(172)

(156)


 

 

 

Investment revenues and other gains and losses represent respectively interest and dividends receivable from, and the gains arising upon disposal of, investments made pursuant to the Group's investing and treasury management policies.

 

8      Income tax

 



2015

2014




£'000

£'000






Current tax expense



-

-

Deferred tax expense recognised in income statement



335

-




 

 

Total tax expense recognised in income statement



335

-

Tax recognised directly in equity



-

-




 

 

Total tax recognised (continuing operations)



335

-




 

 

 

The reasons for the difference between the actual tax expense for the year and the standard rate of corporation tax in the UK applied to profits for the year are as follows:

 

2015

£'000

2014

£'000

(re-presented)







Profit before tax

1,343

1,471


 

 

Expected tax charge based on the prevailing rate of corporation tax in the UK of 20.25% (2014: 21.5%)

272

316

 

Effects of:


Expenses not deductible for tax purposes

 

 

 

49

 

 

 

75

Income/gains not subject to tax

(33)

(197)

Depreciation for period (less than)/in excess of capital allowances

-

(16)

Short term timing differences

Unrecognised deferred tax assets

-

33

12

4

Utilisation of previously unrecognised losses

-

(194)

Effect of changes in rate of tax

(33)

-

Adjustments in respect of prior years

47

-


 

 

Total tax recognised (continuing operations)

335

-


 

 

 

 

9      Earnings per share

 

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

 

Earnings for the purposes of earnings per share:

2015

£'000

2014

£'000

 

From continuing operations

From discontinued operations

 

832

5,667

 

796

273


 

 

Total

6,499

1,069


 

 

EEa

Weighted average number of shares for the purposes of earnings per share:

 

 

2015

No.

 

2014

No.

 

Weighted average number of ordinary shares in issue

 

4,091,547

 

4,175,676

Dilutive effect of potential ordinary shares

-

-


 

 

Weighted average number of ordinary shares for diluted EPS

4,091,547

4,175,676


 

 

 

There were no share options (or other dilutive instruments) in issue during the year or the previous year.

 

10    Subsidiaries

 

The principal subsidiaries of Volvere plc, all of which have been included in these consolidated financial statements, are as follows:

           

 

Country of

Incorporation

 

 

Principal

Activity

Proportion of ownership interest in ordinary shares

 

Volvere Central Services Limited

England and Wales

Group support services

100%

NMT Group Limited

Scotland

Investment

98.6%

Sira Defence & Security Limited

Shire Foods Limited

England and Wales

England and Wales

Software publishing

Food manufacturing

100%

80%

Impetus Automotive Limited

Impetus Automotive Solutions Limited

England and Wales

England and Wales

Automotive consulting

Investment

100%*

100%

 

*as a subsidiary of Impetus Automotive Solutions Limited

 

11    Goodwill and other intangible assets                          


 

 

Goodwill

£'000

Other intangible assets

£'000

 

 

Total

£'000

Cost

 




At 1 January 2014 and at 1 January 2015                                                              

-

441

441

Acquisitions

380

95

475

Additions

-

65

65


 

 

 

At 31 December 2015

380

601

981


 

 

 

Amortisation and impairment charges

 




At 1 January 2014 and at 1 January 2015                                                              

-

441

441

Amortisation and impairment charge for the year

-

89

89


 

 

 

At 31 December 2015

-

530

530


 

 

 

Net book value

 

At 31 December 2015

380

71

451


 

 

 

At 31 December 2014

-

-

-


 

 

 

 

Goodwill is that arising on the acquisition of Impetus Automotive Limited as outlined in note 22.

 

As required by IAS 38 goodwill is not amortised and is instead tested annually for impairment in the year following acquisition.

 

Other intangible assets comprise a mix of intellectual property rights and software.  The net book value of internally-generated intangible assets was £71,000 (2014: nil).

 

12    Property, plant and equipment                                   


Short Leasehold

Property

£'000

 

Freehold
Property

£'000

 

Plant & Machinery

£'000

 

 

Total

£'000

Cost

 





At 1 January 2014

85

2,430

3,646

6,161

Additions

54

-

191

245

Disposals

(9)

-

(8)

(17)


 

 

 

 

At 31 December 2014 and 1 January 2015

130

2,430

3,829

6,389

 

Acquisitions

Additions

 

180

92

 

-

-

 

188

863

 

368

955

Disposals

-

-

(24)

(24)

Disposals - discontinued operations

(222)

-

(216)

(438)







 

 

 

 

At 31 December 2015

180

2,430

4,640

7,250


 

 

 

 

Accumulated depreciation

 





At 1 January 2014

11

53

566

630

Disposals

(9)

-

(9)

(18)

Charge for the year

24

22

370

416


 

 

 

 

At 31 December 2014 and 1 January 2015

Acquisitions

Disposals

26

54

-

75

-

-

927

131

(8)

1,028

185

(8)

Disposals - discontinued operations

(52)

-

(138)

(190)

Charge for the year - including discontinued operations

35

20

407

462


 

 

 

 

At 31 December 2015

63

95

1,319

1,477


 

 

 

 

Net book value










At 31 December 2015

117

2,335

3,321

5,773


 

 

 

 

At 31 December 2014

104

2,355

2,902

5,361


 

 

 

 

 

The net book value of property, plant and equipment held on finance leases was £695,000 (2014: £501,000).  Freehold property was subjected to an independent valuation on 15 April 2014.  The valuation was £2,450,000.  The net book value of the revalued property is £2,335,000 (2014: £2,355,000) and its historical cost was £1,964,200.

 

13    Inventories

 

2015

£'000

 

2014

£'000

 

Raw materials                                 

Finished products

360

746

378

559


 

 


1,106

937


 

 

 

14    Financial assets (current)                                                                                           


2015

£'000

 

2014

£'000

Available-for-sale investments

                    4,313

921


 

 

 

During the year the Group invested in equity funds pursuant to its treasury management policies.  At the year end the cost of these investments was £4,930,000 (2014: £603,000).

 

 

15    Trade and other receivables

 

2015

£'000

2014

£'000




Trade receivables

6,400

5,151

Less: provision for impairment of trade receivables

(1)

(75)


 

 

Net trade receivables

6,399

5,076

Other receivables

1,166

119

Amounts recoverable on contracts

260

1,078

Prepayments and accrued income

248

337


 

 


8,073

6,610


 

 

The fair value of trade receivables approximates to carrying value at 31 December 2015 and 2014.

 

The Group is exposed to credit risk with respect to trade receivables due from its customers, primarily in the automotive consulting and food manufacturing segments.  Both segments have a relatively large number of customers, however there is a significant dependency on a small number of large customers who can and do place significant contracts.  Provisions for bad and doubtful debts are made based on management's assessment of the risk taking into account the ageing profile, experience and circumstances.  There were no significant amounts due from individual customers where the credit risk was considered by the Directors to be significantly higher than the total population.

 

There is no significant currency risk associated with trade receivables as the vast majority are denominated in Sterling.

 

The ageing analysis of trade receivables is disclosed below:

2015

£'000

2014

£'000




Up to 3 months

6,206

5,057

3 to 6 months

190

64

6 to 12 months

4

27

Over 12 months

-

3


 

 


6,400

5,151


 

 

 

16    Trade and other payables

2015

£'000

2014

£'000

Current:

 



Trade payables

1,200

997

Other tax and social security

729

755

Other payables

84

655

Accruals

1,479

1,169

Deferred income

566

490


 

 


4,058

4,066


 

 

 

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 were 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 items".

 

The fair value of all other trade and other payables approximates to book value at 31 December 2015 and at 31 December 2014.

 

 

17    Financial instruments - risk management

 

The Group's principal financial instruments are:

 

·      Trade receivables

·      Cash at bank

·      Current asset investments

·      Loans and finance leases

·      Trade and other payables

 

The Group is exposed through its operations to one or more of the following financial risks:

 

·      Cash flow interest rate risk

·      Foreign currency risk

·      Liquidity risk

·      Credit risk

·      Other market price risk

 

Policy for managing these risks is set by the Board following recommendations from the Chief Financial & Operating Officer.  Certain risks are managed centrally, while others are managed locally following guidelines communicated from the centre.  The policy for each of the above risks is described in more detail below.

 

Interest rate risk

 

Due to the relatively low level of borrowings, the Directors do not have an explicit policy for managing cash flow interest rate risk.  All current and recent borrowing has been on variable terms, with interest rates of between 3% and 4% above base rate, and the Group has cash reserves sufficient to repay all borrowings promptly in the event of a significant increase in market interest rates.  All cash is managed centrally and subsidiary operations are not permitted to arrange borrowing independently.

 

The Group's investments may attract interest at fixed or variable rates, or none at all.  The market price of such investments may be impacted positively or negatively by changes in underlying interest rates.  It is not considered relevant to provide a sensitivity analysis on the effect of changing interest rates since, at the year end, the Group's investments had the following interest profiles which contained no variable rates:

 

2015

£'000

2014

£'000




No interest

4,313

-

Fixed interest

-

921


 

 


4,313

921


 

 

 

Foreign currency risk                                                                                                            

 

Foreign exchange risk arises when individual Group operations enter into transactions denominated in a currency other than their functional currency (sterling).  The Directors monitor and review their foreign currency exposure on a regular basis; they are of the opinion that as the Group's trading exposure is limited to transactions with a small number of customers and suppliers it is not appropriate to actively hedge that element of its foreign currency exposure, nor is its exposure to foreign currency risk considered to be significant.

 

Liquidity risk

 

The Group maintains significant cash reserves and therefore does not require facilities with financial institutions to provide working capital.  Surplus cash is managed centrally to maximise the returns on deposits. 

 

Credit risk

 

The Group is mainly exposed to credit risk from credit sales.  The Group's policy for managing and exposure to credit risk is disclosed in note 15. 

 

Other market price risk

 

The Group has generated a significant amount of cash and this has been held partly as cash deposits and partly invested pursuant to the Group's investing strategy.  Investments have been made in 2015 in equity funds, which reflect the Group's need to access capital. Market price movements of these investments could materially affect the value of the Group's assets.  The directors believe that the exposure to market price risk from this activity is acceptable in the Group's circumstances.

 

Capital management

 

The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade profitably in the foreseeable future.  The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.

 

The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis.

 

The Group considers its capital to include share capital, share premium, revaluation reserve and retained earnings.  Net debt includes short and long-term borrowings (including lease obligations) and shares classed as financial liabilities, net of cash and cash equivalents.  The Group has not made any changes to its capital management during the year.  The Group is not subject to any externally imposed capital requirements.

 

An analysis of what the Group manages as capital is outlined below:

 

2015

£'000

2014

£'000




Total debt

2,882

2,979

Less cash and cash equivalents

(11,967)

(12,215)


 

 

Net debt/(funds)

(9,085)

(9,236)


 

 

Total equity (capital)

24,294

18,999


 

 

Net debt/(funds) to capital ratio

(37.4)%

(48.6)%


 

 

 

18    Financial assets and liabilities - numerical disclosures

 

Analysis of financial assets by category:

2015

£'000

2014

£'000

 

Available for sale investments

 

4,313

 

921

Loans and receivables

Cash and cash equivalents

7,825

11,967

6,273

12,215


 

 

Total financial assets

24,105

19,409


 

              

 

Fair values

 

The Directors consider the carrying values of all financial assets and liabilities to be a reasonable approximation of their fair values.  Investments held at fair value are all listed on a recognised market and hence their valuation is not subject to significant judgement or uncertainty.  Such investments are therefore considered to fall under Level 1 in the IFRS 7 fair value hierarchy.

 

Maturity of financial assets

 

The maturities and denominations of financial assets at the year end, other than cash and cash equivalents, and loans and receivables (note 15 above) are as follows:

2015

£'000

2014

£'000

Sterling



No fixed maturity

4,313

921


 

 

 

 

Maturity of financial liabilities 

 

The maturity of borrowings (including finance leases) carried at amortised cost is as follows:

 

2015

£'000

2014

£'000




Less than six months

770

2,072

Six months to one year

121

85

One to two years

198

103

Two to five years

641

164

More than five years

1,152

555


 

 


2,882

2,979


 

 

The above borrowings are analysed on the balance sheet as follows:

 

2015

£'000

2014

£'000




Loans and other borrowings (current)

787

1,999

Finance leases (current)

104

159

Loans and other borrowings (non-current)

1,541

821

Finance leases (non-current)

450

-


 

 


2,882

2,979


 

 

Borrowings are secured on certain assets of the Group, and interest was charged at rates of between 2.5% and 3.2% during the year.

 

The maturity of other financial liabilities, excluding loans and borrowings, carried at amortised cost is as follows:


2015

£'000

2014

£'000

 

Less than six months

2,013

2,407


 

 

 

19    Deferred tax

 

Movements in deferred tax provisions are outlined below:

 

Accelerated tax depreciation

Other

timing differences

 

 

Losses

 

 

Total


£'000

£'000

£'000

£'000






At 1 January 2015

(373)

22

351

-

Recognised during the year

(59)

(58)

(218)

(335)


 

 

 

 

At 31 December 2015

(432)

(36)

133

(335)


 

 

 

 

In addition, there are unrecognised net deferred tax assets as follows:

2015

£'000

2014

£'000




Tax losses carried forward

619

600

Excess of depreciation over capital allowances

5

7

Short term temporary differences

9

11


 

 

Net unrecognised deferred tax asset

633

618


 

 


Deferred tax assets and liabilities have been calculated using the rate of corporation tax expected to apply when the relevant temporary differences reverse.  Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net.

 

The unrecognised elements of the deferred tax assets have not been recognised because there is insufficient evidence that they will be recovered.

 

 

20    Share capital

 

Authorised


2015

Number

2015

£'000

2014

Number

2014

£'000






Ordinary shares of £0.0000001 each

100,100,000

-

100,100,000

-

A shares of £0.49999995 each

50,000

25

50,000

25

B shares of £0.49999995 each

50,000

25

50,000

25

Deferred shares of £0.00000001 each

4,999,999,500,000

50

4,999,999,500,000

50


 


 




 


 



100


100



 


 

                                                                                           


Issued and fully paid


2015

Number

2015

£'000

2014

Number

2014

£'000






Ordinary shares of £0.0000001 each

6,207,074

-

6,207,074

-

Deferred shares of £0.00000001 each

4,999,994,534,696

50

4,999,994,534,696

50


 


 




           


           



50


50



 


 

Treasury shares

 

During the year the Company acquired 60,000 (2014: 114,000) of its own Ordinary shares for total consideration of £180,000 (2014: £307,000). This brings the total number of Ordinary shares held in treasury to 2,121,116 (2014: 2,061,116) with an aggregate nominal value of less than £1.

 

Rights attaching to deferred shares

 

The Deferred shares carry no rights to participate in the profits or assets of the Company and carry no voting rights.

 

21    Reserves                                                                                                                                                                                                                                                                                                                                                                                                                             

 

All movements on reserves are disclosed in the consolidated statement of changes in equity.

 

The following describes the nature and purpose of each reserve within owners' equity:

 

Reserve

Nature and purpose



Share premium

Amount subscribed for share capital in excess of nominal value



Revaluation reserve

Cumulative net unrealised gains and short-term losses arising on the revaluation of the Group's available for sale investments



Retained earnings

Cumulative net gains and losses recognised in the consolidated income statement

 

22    Business combinations

 

The Group acquired Impetus Automotive Limited (an automotive consultancy business) on 26 March 2015 for total consideration of £1.18 million comprising cash and the settlement of certain liabilities of IAL's parent company.

 

 

The provisional fair values of assets and liabilities acquired and resulting goodwill are summarised below:

 

 

Book value

£'000

Fair value adjustments

£'000

Fair values

£'000





Intangible assets

95

-

95

Property, plant and equipment

185

-

185

Cash and cash equivalents

234

-

234

Trade and other receivables

3,042

-

3,042

Trade and other payables (note (a))

(2,754)

-

(2,754)


 

 

 

Net assets acquired

802

-

802


 

 


Goodwill recognised



380




 

Consideration (settled in cash)



1,182




 

 

Note (a): the creditors of IAL noted above include the debt obligations held in another former Impetus group company, which Volvere settled as part of the acquisition.  The consideration of £1.18 million includes a debt settlement of £1.08 million.  Costs of undertaking the transaction amounting to £0.07 million have been charged to the income statement as administrative expenses.  It is not practicable, because of the changes in IAL's former group structure and management, to disclose the revenue and profit or loss for the Group as if IAL had been acquired on 1 January 2015.

 

The cash flows associated with the acquisition are as follows:

 

Book value

£'000



Consideration (settled in cash)

1,182

Purchase of intellectual property

65

Cash acquired

(234)


 

Net cash outflow

1,013


 

Goodwill arose on the acquisition because of value inherent in the acquired business' staff and reputation, neither of which are considered to be separately identifiable intangible assets under IFRS 3 (Revised).

 

The acquired business' revenue and profit for the period from acquisition to the balance sheet date are disclosed in note 5 as the acquired business forms the entire Automotive Consulting segment.

                                               

23    Leases

 

Operating leases - lessee

 

The Group leases certain of its properties.  The terms of property leases vary, although they all tend to be tenant repairing with rent reviews every 2 to 5 years; some have break clauses.  The total future values of minimum lease payments are due as follows:

                                                                                                                              


Land and buildings

2015

£'000

 

Other

2015

£'000

Land and buildings

2014

£'000

 

Other

2014

£'000






Not later than one year

170

108

127

-

Later than one year and not later than five years

658

51

670

-

Later than five years

543

-

14

-


 

 

 

 


1,371

159

811

-


 

 

 

 

 

24    Share-based payments

 

The Company has operated two share-based payment schemes, an approved EMI equity-settled share-based remuneration scheme for certain employees and an unapproved equity-settled share scheme for certain management.  Under the EMI scheme, the options vested on achievement of employee-specific targets subject to a compulsory 2.5 or 3 year vesting period and can be exercised for a further 7.5 or 7 years after vesting.  All options issued have now either lapsed or been exercised, such that there are no options in issue as at 31 December 2015 (2014: nil).

Options in issue during the year are summarised below:

                                                                                                                                                                   


Weighted average exercise price

2015

 

 

Number

2015

Weighted average exercise price

2014

 

 

Number

2014






Outstanding at beginning of the year

-

-

187.5p

31,000

Granted during the year

-

-

-

-

Exercised during the year

-

-

-

-

Lapsed during the year

-

-

(187.5)p

(31,000)


 

 

 

 

Outstanding at the end of the year

N/A

-

N/A

-


 

 

 

 

 

All options in issue were fully vested prior to 1 January 2014, hence there is no share based payment charge in 2015 or 2014, in respect of share options. 

 

A share based payment charge of £158,000 was included in the income statement for 2014 (discontinued activities) in respect of shares issued in JMP Consultants Limited to certain management of that business.  In determining the Group's share-based payment charge arising in respect of the shares issued to non-controlling interests (as set out in note 27), the Group evaluated the enterprise value of JMP.  This evaluation considered the range of possible earnings multiples that could apply on an exit to a business such as JMP, the rights attaching to the shares issued, the proportion of the resulting equity participation and the existence of a single large shareholder with significant influence.

 

25    Related party transactions

 

Details of amounts payable to Directors are disclosed in note 4.  There were no other transactions with key members of management, and no other material transactions with related parties.

 

26    Contingent liabilities

 

The Group had no material contingent liabilities as at the date of these financial statements.

 

27    Non-controlling interests

 

The non-controlling interests of £1,046,000 (2014: £1,141,000 ) relate to the net assets attributable to the shares not held by the Group at 31 December 2015 in the following subsidiary undertakings:

 

 

Name of subsidiary undertaking

2015

£'000

2014

£'000




NMT Group Limited

74

75

JMP Consultants Limited

-

271

Shire Foods Limited

972

795


 

 


1,046

1,141


 

 

 

Summarised financial information (before intra-group eliminations) in respect of those subsidiaries with material non-controlling interests is presented below.                                                                                                                         

       


JMP Consultants Limited

Shire Foods Limited


2014

£'000


2015

£'000

2014

£'000

 

Property, plant and equipment

Current assets

Non-current liabilities

Current liabilities

231

4,295

-

(3,444)


5,591

4,569

(1,988)

(3,023)

5,129

4,424

(822)

(4,748)

Provisions

-


(277)

-


 


 

 

Net assets (equity)

1,082


4,872

3,983

 

 

 


 

 

 

 

 

Attributable to:





Group

811


3,901

3,188

Non-controlling interests

271


971

795


 


 

 


1,082


4,872

3,983


 


 

 

 

Revenue

11,761


15,476

12,133


 


 

 

Profit for the year (stated after intra-group management

and interest charges)

 

293


 

888

 

1,651


 


 

 

Profit for the year attributable to non-controlling interests

73


177

330


 


 

 

 

28    Post balance sheet events

 

Following the end of the year, Impetus Automotive Limited ("IAL") issued shares to certain of its management, which are subject to vesting conditions.  Upon full vesting, the Group's share of IAL is expected to reduce to approximately 79%.  The financial effect will be to reduce the Group's participation in the results of IAL and its net assets.

 

 - ENDS -


This information is provided by RNS
The company news service from the London Stock Exchange
 
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