Interim Results
Mavinwood PLC
12 September 2007
Mavinwood Plc
('Mavinwood' or 'the Company')
Interim results for the six months ended 30th June 2007
- Another half year of good progress and strong growth.
- Profit before tax up 72% to £2.54m (2006: £1.48m).
- Underlying fully diluted earnings per share up 31%.
- Integration delivering results.
- Successfully completed acquisition of Document Control Services
Limited.
- Board strengthened.
- Clear strategy for growth.
Financial highlights 2007 2006
Revenue £32.4m £16.3m
Earnings before interest, tax,
amortisation of intangible assets
and share based payments charge (EBITA) £4.4m £2.4m
Operating profit £3.4m £2.0m
Profit before tax £2.5m £1.5m
Basic earnings per share 0.39p 0.31p
Underlying profit before tax* £3.5m £1.9m
Underlying fully diluted earnings per share* 0.46p 0.35p +31%
* before amortisation of intangible assets, share based payments charge and
notional interest on contingent consideration
Kevin Mahoney, Chief Executive, commented;
'This has been a very good six months with excellent organic growth in our two
divisions. Both the Emergency Repair and Document Handling markets continue to
provide significant opportunities for future organic growth.
The acquisition of Document Control Services in March extends our service
offering in Document Handling and they are already trading in line with our
expectations. Our net debt of £24.6m gives us plenty of capacity to make bolt on
acquisitions in our core markets if appropriate opportunities arise.
The second half of 2007 has started in line with expectations and we are
confident that we can continue to grow organically and with bolt on acquisitions
that increase our range of services and geographic spread.'
Enquiries:
Mavinwood plc
Kevin Mahoney, Chief Executive 020 7661 9650
Mike Vincent, Finance Director 020 7661 9651
Collins Stewart
Adrian Hadden 020 7523 8353
Threadneedle PR
John Coles 020 7936 9604
CHIEF EXECUTIVE'S REVIEW
RESULTS
Revenue in the six months ended 30 June 2007 was £32.4 million (2006: £16.3
million), with profit before tax of £2.5 million (2006: £1.5 million) and basic
earnings per ordinary share of 0.39p (2006: 0.31p).
We think, however, that it is more relevant to consider Mavinwood's performance
before share based payments charge, amortisation of intangible assets and
notional interest on contingent consideration. On this basis, EBITA was £4.4
million (2006: £2.4 million), profit before tax was £3.5 million (2006: £1.9
million), and earnings per share were 0.46p (2006: 0.35p), an increase of some
31%. Of the increase in EBITA of £2.0 million, £1.2 million was generated by the
acquisitions of Independent Inspections and Mono Services in 2006 and DCS in
2007.
The Mavinwood Group comprises two divisions, Emergency Repair and Document
Handling.
EMERGENCY REPAIR
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2007 2006 2006
£'000 £'000 £'000
Revenue ANSA * 14,579 12,633 25,884
Independent Inspections ** 12,494 - 8,631
and Mono Services --------- --------- ---------
Total 27,073 12,633 34,515
========= ========= =========
EBITA*** ANSA * 2,634 1,750 3,843
Independent Inspections ** 862 - 944
and Mono Services --------- --------- ---------
Total 3,496 1,750 4,787
========= ========= =========
========= ========= =========
* ANSA throughout 2007 and 2006
** Independent Inspections and Mono Services 6 months in 2007, 51/2 months and 4
months respectively in 2006
*** Excluding share based payments charges
The significant increases in revenue and profits in this division are
principally because both Independent Instructions and Mono Services were
acquired in the second half of 2006 and also because ANSA lifted its profits
significantly.
This division includes three businesses that serve principally the insured
repair sector. Approximately 90% of sales are to the leading insurance companies
and we also service a range of housing associations and commercial companies.
All three businesses share a common business process that is:
•Take the emergency call from the customer via the insurer
•Arrange a survey to validate or repudiate the claim and cost out the
repair
•Undertake the repair either by directly employed labour or sub
contractors
ANSA specialises in drainage surveys and repair; Independent Inspections
specialises in flooring surveys and restoration and Mono Services in building
fabric surveys and repairs both often due to water damage.
ANSA and Independent Inspections are national businesses and Mono Services is
currently a regional business in the North West.
There is some customer overlap between the businesses but one of our
opportunities moving forward is to offer all our services to a wider range of
customers.
All these businesses operate to high service standards. Examples of key
performance indicators that are monitored on a continuous basis are:
•Response times in terms of contacting a policyholder after they report an
insured event
•Courtesy of staff and customer satisfaction
•Average cost per claim
There are integration benefits to flow between the businesses that began in late
2006. A range of integration projects are underway including:
•Assessing and optimising IT platforms
•Purchasing initiatives
•Extending Mono's reach across the country
•Optimising back office functions
•Reviewing marketing opportunities and widening the service offering
As well as good organic growth within the division, we continue to look for bolt
on acquisitions that would further enhance our offering.
Turning to the highlights within each operation:
ANSA
ANSA performed well in claims validation and service delivery, and the volume of
instructions grew satisfactorily comparing the first six months of 2007 with the
first half of 2006. Revenue increased by 15% to £14.6 million, with a 51%
increase in operating profit to £2.6 million. The associated uplift in operating
margin reflects the success of a series of initiatives to improve productivity,
efficiency and service delivery.
The business tends to produce higher volumes in the second half of the year.
ANSA has extended its drainage services to a wider range of customers in the
commercial sector and we saw good volumes of new work coming through in 2007. We
also benefited from increased volumes from one leading insurer that, in October
last year, awarded ANSA 100% of volumes (up from 50%). This arrangement will run
for three years.
In February 2007, ANSA acquired ESG Limited, a small drainage contractor for
£0.2m. This acquisition has helped to increase the proportion of repair work
that is being carried out by direct labour as opposed to sub contractors.
Operating profit at ANSA has increased due to volume growth, cost reductions and
productivity gains. Customers have benefited from strong performance in claims
validation, service delivery and cost control.
ANSA moved offices in August to modern premises alongside Mono Services that
will promote closer working between the two businesses.
ANSA also owned a small business offering Health and Safety training. Revenue in
the first six months of 2007 was £617,000. The trade and assets of this
operation were sold to the Training management team on 29 June at net book value
of £550,000.
INDEPENDENT INSPECTIONS
Independent Inspections' volume of instructions continued at the low levels of
the last quarter of 2006 and were running approximately 6% below the first
quarter of 2006 in 2007. Action was taken to reduce the cost base during April
at a total cost of £140,000. The benefit from this action and the re-engineering
of Independent Inspections' business processes began to come through in June.
Also in June, the volumes began to increase again and have remained at
relatively high levels in July and August, reflecting in part the flooding in
Yorkshire in June and in central England in July.
MONO SERVICES
Mono Services sales have increased by approximately one third compared to the
first half of 2006 due to winning new business, helped by the storm damage over
the winter. Some of Mono Services business has been re-directed via a Norwich
Union joint venture partner that has caused some disruption to our operations.
This resulted in transition and set up costs that dampened margins in the first
half.
DOCUMENT HANDLING
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2007 2006 2006
£'000 £'000 £'000
Revenue Restore and Wansdyke * 4,407 3,654 7,938
DCS ** 924 - -
--------- --------- ---------
Total 5,331 3,654 7,938
========= ========= =========
EBITA*** Restore and Wansdyke * 1,338 1,072 2,418
DCS ** 292 - -
--------- --------- ---------
Total 1,630 1,072 2,418
========= ========= =========
* Wansdyke 6 months in 2007, Wansdyke 11 months in 2006, Restore throughout
2007 and 2006
** DCS 3 months in 2007
*** Excluding share based payments charges
Document handling serves a wide range of customers, including law firms,
corporates of varying sizes, financial services companies, councils and health
trusts. Our customers are mostly based in London and the South across to Bristol
and South Wales. The majority of sales are the storage and retrieval of archive
boxes but also individual files and other material such as magnetic media and
film.
Scanning of documents on a selective basis is also offered to clients. Shredding
/pulping of documents at the end of their useful lives is currently outsourced,
although this would form a logical product extension.
We continue to integrate Restore and Wansdyke. Approximately £0.1m of
integration costs have been charged against Wansdyke's profits in 2007. The
Restore operating system of bar coding is being applied at Wansdyke and the back
office functions are increasingly being integrated. Total employees at Wansdyke
have dropped from 75 at February 2006 to 63 at 30 June 2007 by natural wastage
as systems have become more automated.
We operate a combination of freehold and leasehold sites at Wansdyke and Restore
respectively. Due to the absence of rental charges, the return on sales at
Wansdyke is higher than that at Restore.
The market for the physical storage of archives continues to grow well in excess
of GDP, with especially strong growth in sectors such as professional services.
Overall volume growth in Restore and Wansdyke compared to the first half of 2006
was 11% and the return on sales is 30%.
We are filling up our underground storage facilities near Bath and in the first
half acquired an adjoining underground space of 16 acres for £0.5m. Once fitted
out this space will provide medium term expansion for the business.
DOCUMENT CONTROL SERVICES (DCS)
We acquired DCS on 26 March 2007. DCS is a quality national operation scanning
and indexing documents with high intellectual property content. The business has
a blue chip customer base including Network Rail, Highways Agency, oil and gas
companies, city councils and property companies. The market is growing at around
7% per annum. DCS made its maiden contribution in the second quarter in line
with expectations.
CENTRAL COSTS
Central costs have increased from £439,000 to £724,000 as we now operate two
much larger divisions compared to the first half of 2006.
INTEREST
Net interest payable amounted to £884,000 (2006: £525,000) as we borrowed to
fund the acquisitions of Mono Services and DCS. Included within the net interest
charge is a net credit of £58,000 representing the notional interest on
contingent consideration due on the acquisitions of Independent Inspections,
Mono Services and DCS. The adjustment to the contingent consideration of £4m in
respect of Independent Inspections, following the slow start to 2007 and the
reversal of the interest charged in 2006, gives rise to the net credit. The
discount rate applied in this calculation was 7.9%.
PROFIT BEFORE TAX
The profit before tax for the period ended 30 June 2007 was £2,545,000 (2006:
£1,482,000). However, the Directors believe that an adjusted measure of profit
before tax and earnings per share provides shareholders with a more appropriate
representation of the underlying earnings derived from the Group's business. The
items adjusted for in arriving at that underlying level are as follows:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2007 2006 2006
£'000 £'000 £'000
Profit before tax 2,545 1,482 3,751
Share based payments
charge 911 376 1,039
Amortisation of
intangible assets 62 - 10
Notional interest on
contingent consideration (58) - 158
--------- --------- ---------
Adjusted profit before
tax 3,460 1,858 4,958
========= ========= =========
TAX
Due to the distortions caused by the non-deductibility of the notional interest
on the contingent consideration and amortisation of intangible assets, the
reported tax charge is 30.6% (2006: 30.0%). However, the underlying tax rate
during 2007 was 30.4%, as a percentage of adjusted profit before taxation (2006:
30.4%).
EARNINGS PER SHARE (EPS)
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2007 2006 2006
Earnings per share (pence)
Basic 0.39p 0.31p 0.66p
Diluted 0.33p 0.28p 0.59p
Adjusted earnings per share (pence)
Basic 0.53p 0.39p 0.89p
Diluted 0.46p 0.35p 0.80p
Basic EPS is 0.39p, which compares with 0.31p in 2006. Basic EPS adjusted as
above was 0.53p (2006: 0.39p). Assuming the exercise of all options and awards
under the LTIP plus the conversion of the convertible A shares at an average
price in 2007 of 17.61p (2006: 13.63p), the fully diluted adjusted EPS becomes
0.46p (2006: 0.35p) an increase of 31%.
DIVIDENDS
Mavinwood intends to re-invest profits in the business and the Board do not
recommend declaring an interim dividend (2006: Nil).
SHARE ISSUES
New equity was issued on just one occasion in the first six months of 2007. 5.4
million shares were allotted at 18.5p per share on 26 March 2007 as part
consideration for the acquisition of DCS.
ACQUISITIONS
DCS was acquired for an initial sum of £1.3 million, including £1 million in
Mavinwood shares. In addition, debt of £4.8 million was repaid. Contingent
consideration of up to £2 million is also payable in cash linked to the growth
in EBITA above £0.93 million for the year ending 30 June 2008. The full £2m is
payable assuming EBITA reaches £1.23 million.
External Services Group Limited (ESG), a drainage sub contractor to ANSA, was
acquired on 2 February 2007 for cash of £206,000 and assumed debt of £63,000.
BALANCE SHEET
Net assets increased to £47,904,000 in the half year reflecting the profit for
the period of £1,767,000 plus the share issues to part fund the acquisition of
DCS. Goodwill and intangibles on the six acquisitions, at 30 June 2007 was
£64,192,000 (2006: £37,100,000).
Due to Independent Inspections' slow start in the first half of 2007, the
Directors consider it unlikely that the business will make the hurdles to
trigger earn out payments to the vendor in respect of 2007 and 2008 so these
amounts of £4m have been written back to opening goodwill.
Tangible fixed assets totalled £11,303,000 (2006: £10,211,000) principally
comprising the freehold underground storage facilities at Wansdyke, but also
computer systems, storage racking and vehicles.
Operating working capital (excluding cash) amounted to a net £6,735,000 at 30
June 2007. Net debt at 30 June 2007 totalled £24,570,000 (2006: £15,140,000)
after deferred financing costs of £332,000 (2006: £243,000). Interest cover in
the half year was 4.7 times.
CASH FLOW
The net cash inflow from operating activities before capital expenditure was
£1,111,000 (2006: £2,264,000). This inflow is after taking account of an outflow
of £3,758,000 on working capital. We expect an outflow as the business expands
but the excess outflow was due to a build up of work in progress in June as we
worked on flood damage exacerbated by slow payments from the insurers as they
diverted resources into dealing with the floods. Working capital also increased
by approximately £1m due to the redirection of the Norwich Union work via a
joint venture management company.
Capital expenditure totalled £1,135,000 (2006: £346,000) compared to
depreciation of £467,000 (2006: £416,000). Other than the capital investment in
further underground storage at Wansdyke, mentioned earlier, other capital
expenditure is broadly in line with depreciation. Significant other expenditures
comprised the fitting out of empty space in the underground storage areas at
Wansdyke and installing new racking at both Restore and Wansdyke.
INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
We have adopted IFRS with effect from 1 January 2006. Comparative figures for
the six months ended 30 June 2006 and for the year ended 31 December 2006 have
been restated. The principal differences related to the write back of goodwill
amortisation in 2006 and providing full deferred taxation on the property at
Wansdyke and other intangibles.
BOARD
On 13 June 2007, Bob Guthrie was appointed to the Board as a non-executive
director and Steve Watkins, a non-executive director, became an executive
director in charge of the Emergency Repair business.
OUTLOOK
The Group ended the half year with two well-established divisions and a market
capitalisation currently in excess of £90 million. Integration benefits are
coming through in the two divisions as well as good underlying organic growth.
The emergency repair and document handling industries continue to grow strongly
and our businesses are trading in line with expectations. We still plan to add
further complementary businesses to these operations on a selective basis and
given the cash generative qualities of the business, there is scope to acquire
further businesses for cash.
Kevin Mahoney
Chief Executive Officer 12 September 2007
Condensed Consolidated Interim Income Statement
for the six months ended 30 June 2007
Restated
Unaudited Unaudited Restated
Six months Six months Year ended
ended ended 31 December
30 June 2007 30 June 2006 2006
£'000 £'000 £'000
Continuing operations
Revenue 32,404 16,287 42,453
Cost of sales (20,412) (10,432) (26,200)
----------- ----------- ------------
Gross profit 11,992 5,855 16,253
Administrative
expenses (8,563) (3,848) (11,066)
----------- ----------- ------------
Operating profit 3,429 2,007 5,187
Investment
income 40 9 82
Finance costs (924) (534) (1,518)
----------- ----------- ------------
Profit before
tax 2,545 1,482 3,751
Income tax
expense (778) (444) (1,195)
----------- ----------- ------------
Profit for the
period 1,767 1,038 2,556
=========== =========== ============
Attributable to:
Equity
shareholders 1,767 1,038 2,556
Earnings per share (pence)
Basic 0.39p 0.31p 0.66p
Diluted 0.33p 0.28p 0.59p
Consolidated Statement of Changes in Shareholders' Equity
for the six months ended 30 June 2007
Share capital Share premium Share based Retained Restated
payments earnings total
reserve
£'000 £'000 £'000 £'000 £'000
Balance at 1
January 2007
(as restated) 503 40,060 1,102 2,572 44,237
Acquisition of
DCS (note 6) 4 996 - - 1,000
Current period
charge - - 900 - 900
Profit for the
period - - - 1,767 1,767
------- -------- -------- -------- --------
Balance at 30
June 2007 507 41,056 2,002 4,339 47,904
======= ======== ======== ======== ========
Condensed Consolidated Interim Balance Sheet
at 30 June 2007
Restated
Unaudited Unaudited Restated
30 June 2007 30 June 2006 31 December 2006
£'000 £'000 £'000
Assets
Non-current assets
Goodwill 52,232 34,017 49,753
Intangible assets 11,960 3,083 9,070
Property, plant and
equipment 11,303 10,211 10,826
Investments 550 - -
----------- ----------- -----------
76,045 47,311 69,649
----------- ----------- -----------
Current assets
Inventories 323 170 311
Trade and other
receivables 18,499 6,894 13,369
Cash and cash
equivalents 908 1,695 1,850
----------- ----------- -----------
19,730 8,759 15,530
----------- ----------- -----------
----------- ----------- -----------
Total assets 95,775 56,070 85,179
=========== =========== ===========
Liabilities
Current liabilities
Trade and other
payables (12,087) (5,018) (11,114)
Current tax
liabilities (3,025) (2,248) (1,969)
Obligations under
finance leases (116) (178) (109)
Bank overdrafts and
loans (3,444) (3,000) (3,600)
----------- ----------- -----------
(18,672) (10,444) (16,792)
----------- ----------- -----------
Net current
assets/(liabilities) 1,058 (1,685) (1,262)
----------- ----------- -----------
Non-current liabilities
Bank loans (21,918) (13,657) (15,790)
Deferred tax (4,478) (2,537) (3,977)
Provisions (2,803) - (4,383)
----------- ----------- -----------
(29,199) (16,194) (24,150)
----------- ----------- -----------
----------- ----------- -----------
Net assets 47,904 29,432 44,237
=========== =========== ===========
Shareholders equity
Called up share
capital 507 393 503
Share premium
account 41,056 27,524 40,060
Share based payments
reserve 2,002 461 1,102
Retained earnings 4,339 1,054 2,572
----------- ----------- -----------
Total shareholders
equity 47,904 29,432 44,237
=========== =========== ===========
Condensed Consolidated Interim Statement of Cash Flows
for the six months ended 30 June 2007
Restated
Unaudited Unaudited Restated
Six months Six months Year ended
ended ended
30 June 2007 30 June 2006 31 December 2006
£'000 £'000 £'000
Reconciliation of operating
profit to net cash inflow from
operating activities
Continuing operations
Profit for the period 1,767 1,038 2,556
Depreciation 467 416 919
Amortisation of intangible 62 - 10
assets
Share based payments 911 376 1,039
Gain on disposal of fixed - - (54)
assets
Change in inventories (12) 94 59
Change in trade and other (5,130) (833) (2,570)
receivables
Change in trade and other 1,384 204 142
payables
Interest paid 884 525 1,436
Income tax expense 778 444 1,195
----------- ----------- -----------
----------- ----------- -----------
Net cash
generated from
operations 1,111 2,264 4,732
Net interest paid (996) (473) (955)
Tax paid (189) - (984)
----------- ----------- -----------
----------- ----------- -----------
Net cash (used
by)/generated (74) 1,791 2,793
from operating activities
Cash flows from investing
activities
Proceeds on disposal of - 13 842
property, plant and equipment
Purchases of property, plant (1,135) (346) (1,168)
and equipment
Acquisition of subsidiary, net (5,581) (11,242) (25,507)
of cash acquired ----------- ----------- -----------
----------- ----------- -----------
Cash flows
used in
investing
activities (6,716) (11,575) (25,833)
Cash flows from financing
activities
Repayment of borrowings (1,000) (1,138) (4,381)
New bank loans raised 6,550 12,000 18,043
Deferred financing costs (70) (136) (268)
Increase in bank overdrafts 444 - -
Net proceeds from issue of - - 11,346
shares
Finance leases (76) (84) (687)
----------- ----------- -----------
Net cash
generated in
financing
activities 5,848 10,642 24,053
----------- ----------- -----------
Net (decrease)
/ increase in
cash and cash
equivalents (942) 858 1,013
Cash and cash equivalents at 1,850 837 837
start of period
----------- ----------- -----------
Cash and cash
equivalents at
the end of
period 908 1,695 1,850
=========== =========== ===========
Notes to the Consolidated Interim report
for the six months ended 30 June 2007
1 Basis of preparation
Prior to this accounting period, the Group prepared its audited annual financial
statements under UK Generally Accepted Accounting Principles (UK GAAP). For
periods commencing 1 January 2007, the Group is required to prepare its annual
consolidated financial statements in accordance with International Financial
Reporting Standards (IFRS) including International Accounting Standards (IAS)
and interpretations issued by the International Accounting Standards Board
(IASB) and its committees, and as endorsed by the European Commission. As the
financial statements for the year to 31 December 2007 will include comparatives
for the year ended 31 December 2006, the Group's date of transition to IFRS
under IFRS 1 'First-time Adoption of International Financial Reporting
Standards' is 1 January 2006 and the comparatives will be restated under the
provisions of IFRS. Accordingly, the financial information for the six months to
30 June 2006 and for the year ended 31 December 2006 has been restated to
present the comparative information in accordance with IFRS. Note 7 of this
interim financial information sets out how the Group's previously reported
performance and financial position are affected by the change to IFRS.
The unaudited interim financial information for the half year ended 30 June
2007, which has been approved by the Board of Directors on 12 September 2007,
has been prepared based on the following accounting policies.
Accounting policies
The accounting policies used in the preparation of the interim financial
information have been consistently applied to all periods presented. The Group
has not adopted all of the provisions of IAS 34 'Interim Financial Reporting' in
this interim financial information.
IFRS 1 sets out the procedures that the Group must follow when it adopts IFRS
for the first time as the basis for preparing its consolidated financial
statements. Under IFRS 1 the Group will be required to establish its IFRS
accounting policies as at 31 December 2007 and, in general, apply these
retrospectively to determine the IFRS opening balance sheet at its date of
transition, 1 January 2006. IFRS 1 provides a number of optional exceptions to
this general principle. The most significant of these are set out below,
together with a description in each case of whether an exception has been
adopted by the Group.
Business combinations
The Group has elected not to apply IFRS 3 'Business Combinations'
retrospectively to business combinations that took place before 1 January 2006.
Share-based payments
The Group has elected to apply IFRS 2 'Share-based Payment' to all relevant
share based payment transactions.
The interim report for the six months ended 30 June 2007 does not constitute
statutory accounts within the meaning of section 240 of the Companies Act 1985.
The results for the year ended 31 December 2006 have been filed with the
Registrar of Companies. The auditors' report contained therein, was unqualified
and did not contain a statement under section 237 (2) or (3) of the Companies
Act 1985.
2 Segmental information
Restated
Unaudited Unaudited Restated
Six months Six months Year
ended ended ended
30 June 2007 30 June 2006 31 December 2006
£'000 £'000 £'000
The revenue was derived from the
Group's principal activities in the
UK as follows:
Document Handling 5,331 3,654 7,938
Emergency Repair 27,073 12,633 34,515
----------- ----------- -----------
32,404 16,287 42,453
=========== =========== ===========
The profit before tax was derived
from the Group's principal activities
in the UK as follows:
Document Handling 1,630 1,072 2,418
Emergency Repair 3,496 1,750 4,787
Central costs (724) (439) (969)
Share based payments charge (911) (376) (1,039)
Amortisation of intangible
assets (62) - (10)
Notional interest on
contingent consideration 58 - (158)
Net interest payable (942) (525) (1,278)
----------- ----------- -----------
2,545 1,482 3,751
=========== =========== ===========
Segmental assets:
Document Handling 36,341 25,399 25,620
Emergency Repair 59,171 30,543 59,326
Central 263 128 233
----------- ----------- -----------
Total 95,775 56,070 85,179
Segmental liabilities:
Document Handling (6,150) (4,906) (5,071)
Emergency Repair (13,764) (5,105) (13,422)
Central (27,957) (16,627) (22,449)
----------- ----------- -----------
Total (47,871) (26,638) (40,942)
Segmental net assets:
Document Handling 30,191 20,493 20,549
Emergency Repair 45,407 25,438 45,904
Central (27,694) (16,499) (22,216)
----------- ----------- -----------
Total 47,904 29,432 44,237
=========== =========== ===========
Capital expenditure 1,135 346 1,168
Depreciation and
amortisation of intangible assets 529 416 929
3 Tax
The underlying tax charge is based on the expected effective tax rate for the
full year to 31 December 2007 and is calculated as 30.4% on profit before tax.
4 Earnings per share
Basic earnings per share have been calculated on the profit after tax for the
period and the weighted average number of ordinary shares in issue during the
period.
Adjusted earnings per share that are before share based payments charge,
amortisation of intangible assets and notional interest on contingent
consideration have been presented in addition to the basic earnings per share
since, in the opinion of the Directors, this provides shareholders with a more
appropriate representation of the underlying earnings derived from the Group's
businesses.
Restated Restated
Unaudited Unaudited Year
Six months Six months ended
ended ended 31 December
30 June 2007 30 June 2006 2006
No. of shares No. of shares No. of shares
Weighted average number of
shares in issue 455,409,225 334,570,268 388,920,578
============ ============ ============
£'000 £'000 £'000
Profit after tax on
ordinary activities 1,767 1,038 2,556
=== === ===
Adjustments:
Share based payments charge
(net of tax) 641 263 727
Amortisation of intangible
assets 62 - 10
Notional interest on
contingent consideration (58) - 158
------------ ------------ ------------
Adjusted earnings 2,412 1,301 3,451
============ ============ ============
Basic earnings per ordinary
share 0.39p 0.31 p 0.66 p
============ ============ ============
Adjusted basic earnings per
ordinary share (before
share based payments
charge, amortisation of
intangible assets and
notional interest on
contingent consideration) 0.53 p 0.39 p 0.89 p
============ ============ ============
No. of shares No. of shares No. of shares
Weighted average number of
shares in issue 455,409,225 334,570,268 388,920,578
Convertible 'A' Shares,
Share Options and awards
under the LTIP 73,414,400 37,459,054 44,082,349
------------ ------------ ------------
Weighted average fully
diluted number of shares in
issue 528,823,625 372,029,322 433,002,927
============ ============ ============
Fully diluted earnings per
ordinary share 0.33 p 0.28 p 0.59 p
============ ============ ============
Adjusted fully diluted
earnings per ordinary share
(before share based
payments charge,
amortisation of intangible
assets and notional
interest on contingent
consideration) 0.46 p 0.35 p 0.80 p
============ ============ ============
The diluted earnings per share are the basic earnings per share adjusted for the
dilutive effect of the conversion into fully paid shares of the outstanding
share options and awards under the LTIP. They are also adjusted for the
conversion of the A shares into ordinary shares at a price of 17.61p, being the
average price per ordinary share in the period ended 30 June 2007 (30 June 2006:
13.63p; 31 December 2006: 13.93p).
5 Analysis of changes in net debt
Restated Unaudited
At Non cash At
1 January Six months movement 30 June
2007 Cash flow Acquisitions 2006 2007
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 1,850 (942) - - 908
Current financial
liabilities
Bank loans repayable
within
one year (3,600) (5,922) (36) 6,114 (3,444)
Finance leases repayable
within one year (109) 76 (83) - (116)
Non-current financial
liabilities
Bank loans repayable in
more
than one year (16,100) - - (6,150) (22,250)
Deferred financing costs 310 93 - (71) 332
-------- -------- --------- -------- --------
Net debt (17,649) (6,695) (119) (107) (24,570)
======== ======== ========= ======== ========
6 Acquisitions
On 2 February 2007, External Services Group Limited (ESG), a drainage sub
contractor to ANSA, was acquired for cash of £206,000 and assumed debt of
£63,000.
On 26 March 2007, the Company acquired Document Control Services Limited (DCS)
for an initial sum of £1.3 million. Contingent consideration of up to £2 million
is also payable in cash linked to the growth in EBITA for the year ending 30
June 2008. The full £2 million is payable assuming EBITA reaches £1.23 million.
Book value at Fair value Fair value at
acquisition adjustment acquisition
£'000 £'000 £'000
Document Control Services Limited
(DCS)
Intangible assets - 2,901 2,901
Fixed assets 103 - 103
Working capital 575 - 575
Taxation (147) (812) (959)
Cash 6 - 6
Finance leases (56) - (56)
----------- ----------- -----------
Net assets acquired 481 2,089 2,570
=========== ===========
Goodwill capitalised 5,588
-----------
Consideration 8,158
===========
Satisfied by:
Cash to vendors 291
Loans repaid 4,794
Share issues 1,000
Discounted contingent
consideration 1,777
Related costs of acquisition 296
-----------
8,158
===========
The intangible asset fair value adjustment has been made to recognise the value
attributable to existing customer relationships, the trade name, technology and
software. The goodwill of £5.6 million represents the value attributable to new
business and the assembled and trained workforce. Deferred tax at 28% has been
provided on the value of the intangible assets.
Goodwill £'000
Balance at 1 January 2007 (as restated) 49,753
Addition - Document Control Services 5,588
Addition - External Services Group 183
Contingent consideration adjustment - Independent Inspections (3,353)
Contingent consideration adjustment - Mono Services 46
Other 15
-----------
Balance at 30 June 2007 52,232
===========
The amount of contingent consideration expected to be payable in respect of the
acquisition of Independent Inspections was reduced to zero due to the profit
levels attained.
7 Explanation of transition to IFRS
The Group's financial statements for the year ended 31 December 2007 will be the
first financial statements that comply with International Financial Reporting
Standards (IFRS). The Group's financial statements prior to and including 31
December 2006 had been prepared in accordance with Generally Accepted Accounting
Principles in the United Kingdom (UK GAAP).
The following disclosures are required in the year of transition under the
provisions of IFRS 1 and show the effects of the transition to IFRS on the
Group's reported performance and financial position for the comparative periods
and on the date of transition. The last financial statements prepared under UK
GAAP were for the year ended 31 December 2006 and the date of transition to IFRS
is therefore 1 January 2006.
Reconciliation of shareholders equity at 1 January 2006
UK GAAP Effects of IFRS
transition
to IFRS
Notes £'000 £'000 £'000
Non-current assets
Goodwill 31,224 - 31,224
Intangible assets 2 - 219 219
Property, plant and equipment 2 1,996 (219) 1,777
--------- --------- --------
33,220 - 33,220
--------- --------- --------
Current assets
Inventories 250 - 250
Trade and other receivables 5,509 - 5,509
Cash and cash equivalents 837 - 837
--------- --------- --------
6,596 - 6,596
--------- --------- --------
Total assets 39,816 - 39,816
========= ========= ========
Current liabilities
Trade and other payables (4,511) - (4,511)
Current tax liabilities (474) - (474)
Obligations under finance
leases (175) - (175)
Bank overdrafts and loans (1,433) - (1,433)
--------- --------- --------
(6,593) - (6,593)
--------- --------- --------
Net current assets 3 - 3
--------- --------- --------
Non-current liabilities
Bank loans (3,389) - (3,389)
Deferred tax (142) - (142)
Provisions (2,574) - (2,574)
Obligations under finance
leases (175) - (175)
--------- --------- --------
(6,280) - (6,280)
--------- --------- --------
Net assets 26,943 - 26,943
========= ========= ========
Shareholders equity
Called up share capital 383 - 383
Share premium account 26,459 - 26,459
Share based payments reserve 85 - 85
Retained earnings 16 - 16
--------- --------- --------
Total shareholders equity 26,943 - 26,943
========= ========= ========
Reconciliation of shareholders equity at 30 June 2006
UK GAAP Effects of IFRS
transition
to IFRS
Notes £'000 £'000 £'000
Non-current assets
Goodwill 1 33,696 321 34,017
Intangible assets 1,2 - 3,083 3,083
Property, plant and equipment 2 10,429 (218) 10,211
--------- --------- ---------
44,125 3,186 47,311
--------- --------- ---------
Current assets
Inventories 170 - 170
Trade and other receivables 6,894 - 6,894
Cash and cash equivalents 1,695 - 1,695
--------- --------- ---------
8,759 - 8,759
--------- --------- ---------
--------- --------- ---------
Total assets 52,884 3,186 56,070
========= ========= =========
Current liabilities
Trade and other payables (5,018) - (5,018)
Current tax liabilities (2,248) - (2,248)
Obligations under finance
leases (178) - (178)
Bank overdrafts and loans (3,000) - (3,000)
--------- --------- ---------
(10,444) - (10,444)
--------- --------- ---------
Net current liabilities (1,685) - (1,685)
--------- --------- ---------
Non-current liabilities
Bank loans (13,657) - (13,657)
Deferred tax 3 (220) (2,317) (2,537)
--------- --------- ---------
(13,877) (2,317) (16,194)
--------- --------- ---------
--------- --------- ---------
Net assets 28,563 869 29,432
========= ========= =========
Shareholders equity
Called up share capital 393 - 393
Share premium account 27,524 - 27,524
Share based payments reserve 461 - 461
Retained earnings 4 185 869 1,054
--------- --------- ---------
Total shareholders equity 28,563 869 29,432
========= ========= =========
Reconciliation of shareholders equity at 31 December 2006
UK GAAP Effects of IFRS
transition to
IFRS
Notes £'000 £'000 £'000
Non-current assets
Goodwill 1 52,418 (2,665) 49,753
Intangible assets 1,2 - 9,070 9,070
Property, plant and
equipment 2 11,084 (258) 10,826
--------- --------- --------
63,502 6,147 69,649
--------- --------- --------
Current assets
Inventories 311 - 311
Trade and other
receivables 13,369 - 13,369
Cash and cash
equivalents 1,850 - 1,850
---------
--------- --------
15,530 - 15,530
--------- --------- --------
--------- --------- --------
Total assets 79,032 6,147 85,179
========= ========= ========
Current liabilities
Trade and other
payables (11,114) - (11,114)
Current tax
liabilities (1,969) - (1,969)
Obligations under
finance leases (109) - (109)
Bank overdrafts and
loans (3,600) - (3,600)
--------- --------- --------
(16,792) - (16,792)
--------- --------- --------
Net current
liabilities (1,262) - (1,262)
--------- --------- --------
Non-current liabilities
Bank loans (15,790) - (15,790)
Deferred tax 3 8 (3,985) (3,977)
Provisions (4,383) (4,383)
--------- --------- --------
(20,165) (3,985) (24,150)
--------- --------- --------
--------- --------- --------
Net assets 42,075 2,162 44,237
========= ========= ========
Shareholders equity
Called up share
capital 503 - 503
Share premium account 40,060 - 40,060
Share based payments
reserve 1,102 - 1,102
Retained earnings 4 410 2,162 2,572
--------- --------- --------
Total shareholders
equity 42,075 2,162 44,237
========= ========= ========
Notes to the reconciliation of shareholders equity
1. Goodwill and intangible assets
The Group has elected not to apply IFRS 3 'Business Combinations'
retrospectively to business combinations that took place before 1 January 2006.
The Group has adopted IFRS 3 'Business combinations' in full for all
acquisitions that have occurred after this date. This has resulted in the
recognition of net additional intangible fixed assets of £2,865,000 at 30 June
2006 and £8,812,000 (after amortisation of intangible assets of £10,000) at 31
December 2006.
The adjustment in goodwill and intangible assets at 30 June 2006 comprises:
Goodwill Intangible
assets
£'000 £'000
Goodwill written back 869 -
Wansdyke deferred tax on property revaluation 1,515 -
Wansdyke existing customer relationships (2,865) 2,865
Deferred tax on existing customer relationships 802 -
Application software transfer - 218
-------- --------
321 3,083
======== ========
The adjustment in goodwill and intangible assets at 31 December 2006 comprises:
Goodwill Intangible
assets
£'000 £'000
Goodwill written back 2,172 -
Wansdyke deferred tax on property revaluation 1,515 -
Wansdyke existing customer relationships (2,865) 2,865
Independent existing customer relationships (2,700) 2,700
Independent applications software and website (61) 61
Mono Services existing customer relationships (3,097) 3,097
Mono Services applications software and website (99) 99
Deferred tax on existing customer relationships,
applications software and website 2,470 -
Application software transfer - 258
Amortisation of intangible assets - (10)
-------- --------
(2,665) 9,070
======== ========
Under UK GAAP the intangible fixed assets would have been recognised in
goodwill, the amortisation would have been £869,000 in the period ended 30 June
2006, and £2,172,000 in the year ended 31 December 2006.
2. Software classification
Application software, which can be run independently from any specific hardware
configuration, is included within intangibles under IFRS rather than tangible
assets as is the norm under UK GAAP. The effect of this is to reclassify
software of £219,000 at January 2006, £218,000 at June 2006 and £258,000 at
December 2006 from tangible assets to intangible assets. Total net assets remain
unchanged by this adjustment.
3. Deferred tax
A tax timing difference of £1,515,000 has been recognised in respect of
revaluation of properties acquired in February 2006 via the acquisition of
Wansdyke Securities Limited.
A deferred tax liability on the intangible assets adjustments has been
recognised of £802,000 at 30 June 2006 and £2,470,000 at 31 December 2006.
4. Retained earnings
The Group has elected not to apply IFRS 3 'Business Combinations'
retrospectively to business combinations that took place before 1 January 2006.
The retained earnings have been restated due to the removal of goodwill of
£869,000 at 30 June 2006 and £2,172,000 at 31 December 2006 and amortisation of
intangible assets of £10,000 at 31 December 2006.
Reconciliation of Consolidated Income Statement for the six months ended 30 June
2006
Effects of
transition
UK GAAP to IFRS IFRS
Note £'000 £'000 £'000
Continuing operations
Revenue 16,287 - 16,287
Cost of sales (10,432) - (10,432)
-------- -------- ---------
Gross profit 5,855 - 5,855
Administrative expenses 1 (4,717) 869 (3,848)
-------- -------- ---------
Operating Profit 1,138 869 2,007
Finance costs 9 - 9
Investment Income (534) - (534)
-------- -------- ---------
Profit before tax 613 869 1,482
Tax (444) - (444)
-------- -------- ---------
Profit for the period 169 869 1,038
======== ======== =========
Reconciliation of Consolidated Income Statement for the year ended 31 December
2006
Effects of
transition
UK GAAP to IFRS IFRS
Note £'000 £'000 £'000
Continuing operations
Revenue 42,453 - 42,453
Cost of sales (26,200) - (26,200)
-------- -------- ---------
Gross profit 16,253 - 16,253
Administrative expenses 1 (13,228) 2,162 (11,066)
-------- -------- ---------
Operating Profit 3,025 2,162 5,187
Finance costs 82 - 82
Investment Income (1,518) - (1,518)
-------- -------- ---------
Profit before tax 1,589 2,162 3,751
Tax (1,195) - (1,195)
-------- -------- ---------
Profit for the period 394 2,162 2,556
======== ======== =========
Notes to the reconciliation of the Consolidated Income Statement
1. Acquisitions
The Group has elected not to apply IFRS 3 'Business Combinations'
retrospectively to business combinations that took place before 1 January 2006.
The Group has adopted IFRS 3 'Business combinations' in full for all
acquisitions that have occurred after this date. Under UK GAAP the intangible
fixed assets would have been recognised in goodwill, the amortisation was
£869,000 in the period ended 30 June 2006, and £2,172,000 in the year ended 31
December 2006. As a result of reclassifying intangible assets from goodwill,
amortisation of intangible assets of £10,000 has been charged in the year ended
31 December 2006.
Explanation of material adjustments to the Statement of Cash Flows.
There are no significant adjustments between the cash flow statements produced
under IFRS as against UK GAAP.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
GUUBWBUPMGMG