Interim Results

RNS Number : 7636M

Volvere PLC

21 September 2012

 



Press Release

21 September 2012

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2012

Volvere plc (AIM:VLE) the growth and turnaround investment company, announces its Interim Results for the six months ended 30 June 2012.

Highlights

·	Consolidated net assets per share (excluding non-controlling interests) of £3.71 (30 June 2011: £3.48, 31 December 2011: £3.63)
·	Group net assets: £19.49 million (30 June 2011: £19.04 million, 31 December 2011: £20.20 million)
·	Cash and marketable securities: £15.21 million (30 June 2011: £18.45 million, 31 December 2011: £16.38 million)
·	Group revenue: £6.88 million (30 June 2011: £4.67 million, Year ended 31 December 2011: £12.22 million)
·	Group loss before tax: £0.27 million (6 months ended 30 June 2011: profit £0.92 million, Year ended 31 December 2011 (continuing operations): profit £1.15 million)
·	Shire Foods' performance encouraging

For further information:

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

Nplus1 Brewin LLP, Nomad and Broker
Nick Tulloch	Tel: [phone]
	www.nplus1brewin.com

Chairman's Statement

We have continued to grow the net assets per share in the period, which is pleasing.  As the Chief Executive has noted in his statement, I too remain cautious on the prospects for a return to meaningful growth in the UK. 

We continue to seek investments appropriate to both our investment strategy and the outlook for the economy.

David Buchler

Chairman

21 September 2012

Chief Executive's Statement

I am pleased that net assets per share grew once again in the first half of 2012, to a new high of £3.71 a share.  Our principal focus during the last six months has been on improving the performance of Shire Foods.  The performance of each of the Group's segments is set out below.

Online marketing and data services

Interactive Prospect Targeting Limited ("IPT"), our online marketing and data services company, which is 45.5% owned by Volvere, performed satisfactorily. In the period to 30 June 2012, revenue was £4.24 million which resulted in a small loss before interest and tax of £0.08 million (6 months ended 30 June 2011: revenue £4.37 million and profit £0.26 million).

The reduction in profitability was mainly due to the continuing investment in Quizfactor. The site is now operational and the amount of traffic is increasing through marketing and a number of partnering programs. I expect that we will see the first revenues for Quizfactor next year.

IPT has also invested further in its main site, MyOffers.co.uk, implementing improved data quality production systems and overhauling the site rewards program.

Security solutions

The security solutions business, Sira Defence and Security Limited ("SDS") suffered from weak order intake, particularly in the solutions development part of its business, as a result of funding not being available for follow-on projects undertaken previously.  Consequently, revenues fell to £0.12 million (30 June 2011: £0.28 million, Year ended 31 December 2011: £0.56 million).  Although steps have been taken to reduce costs, the reduced revenues resulted in a loss before interest and tax of £0.05 million for the period (30 June 2011: profit £0.04 million, Year ended 31 December 2011: profit £0.10 million).  Prospects in relation to SiraView, the digital CCTV-viewer, continue to benefit from the seeking of efficiencies in relation to crime investigation but clearly the conversion of opportunities is dependent on funding being available.  We will continue to monitor SDS and seek ways of maximising value from the technology and installed customer base.

Food manufacturing

This segment comprises Shire Foods Limited ("Shire"), the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired on 29 July 2011.  As we reported in the full year results for 2011, we have implemented a range of changes at Shire with a view to improving both its products and profitability and strengthening its balance sheet.  The results for the period were encouraging, with revenue of £2.5 million and a loss before interest and tax of £0.16 million.  This compares to revenue of £3.3 million for the five-month period from acquisition to the prior year end in which the loss before interest and tax was £0.6m.  Overall, I am pleased with the achievements made, albeit that there are certain aspects of the business that can be further enhanced, not least the dependency on a small number of large customers. The team at Shire are working hard to address some of these issues, and the fruits of their efforts may be seen in the last quarter of this year.

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

Purchase of own shares

During the period the Group acquired further shares for treasury for a total consideration of £0.66 million.  This brings the aggregate value of shares purchased as of 30 June 2012 to £3.69 million.

Acquisitions and future strategy

The number of good opportunities that we received in the period was lower than we would have expected, particularly from UK banks.  Part of this is driven, we believe, by the wish for banks not to recognise balance sheet losses too quickly.

We estimate that the return to normalised economic growth in the UK is still 2-3 years away.  As a result we continue to seek investment opportunities that have identifiable problems that we can fix but that are not dependent on general economic recovery.

We have taken advantage of market strength to sell most of our treasury investments, at good profits, during the period.  We have used some of the cash generated to increase the level of share buybacks.

The level of our share price continues to be well below our net asset value per share which we believe does not reflect fairly the company's prospects.  As a result we intend to write to shareholders shortly to seek approval for a renewal and extension of our share buyback authority.  The granting of this authority will also be conditional on the Takeover Panel permitting a waiver of certain potential obligations under Rule 9 of the Takeover Code.

Jonathan Lander

Chief Executive

21 September 2012

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2012.  It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Revenue and operating performance

Detailed information about the Group's segments is set out in note 2 to these interim results and should be read in conjunction with this financial review.

Online marketing and data services

IPT's revenue decreased by 2.9% to £4.24 million for the period (30 June 2011: £4.37 million, Year ended 31 December 2011: £8.29 million); it was, however, up by 8% compared with the second half of 2011.  The fall in revenue compared to the comparable prior year period, combined with continuing investment in the Quizfactor website, meant that the business reported a loss before interest and tax of £0.08 million (30 June 2011: profit £0.26 million; 31 December 2011: profit £0.15 million).  The Quizfactor-specific costs were £0.41 million in the period (30 June 2011: £0.16 million, Year ended 31 December 2011: £0.57 million), which largely explains the change in overall profitability beyond that arising from reduced revenues.  In view of the continuing investment required for Quizfactor, IPT did not declare a dividend during the period (2011: £0.55 million, of which non-controlling interests received £0.3 million and Volvere £0.25 million).

Security solutions

The reduction in spending as a result of budgetary constraints by public sector customers led to significantly reduced workload and resulted in a fall in security solutions revenue to £0.12 million (6 months ended 30 June 2011: £0.28 million; Year ended 31 December 2011: £0.56 million).  Overheads have been reduced to reflect the current work in hand and efforts are focused on increasing penetration of the SiraView digital viewer.  The extent to which success is achieved, and the resulting timescale, will reflect the commitment to achieving operating efficiencies and increasing synergies between the judiciary and the organisations that interact with it.  The reduced revenue in the period resulted in a loss before interest and tax of £0.05 million for the period (30 June 2011: profit £0.04 million, Year ended 31 December 2011: profit £0.10 million).

Food manufacturing

Shire, of which 54% was acquired at the end of July 2011 (and a further equity investment made in December 2011, which increased the Group's ownership to 80%), improved its financial performance compared to the post-acquisition period in 2011.  Revenue in the period was £2.50 million, a fall of 37% on a run-rate basis compared to the revenue of £3.32 million for the 5 months to 31 December 2011.  This was a consequence of reducing the number of products supplied and customers served.  The effect was to simplify Shire's operations, with a resulting measurable increase in efficiency and therefore profitability.  The loss before interest and tax for the period was £0.16 million, stated after a non-recurring credit of £0.06 million, which gives an underlying loss before interest and tax of £0.22 million.  In the five month period to 31 December 2011, the underlying loss was £0.5 million (the total loss was £0.60 million, stated after non-recurring restructuring costs of £0.10 million).  On a run-rate basis, therefore, losses have reduced by 63%.

In January 2012 Shire entered a creditors' voluntary arrangement ("CVA") whereby approximately £1.20 million of unsecured creditors' balances will be satisfied in return for payments totalling £0.35 million payable over a maximum of 3 years.  Until such time as these sums have been paid, the CVA creditor liabilities remain in the statement of financial position.

In view of the losses incurred in Shire, coupled with restricted credit facilities being made available to it following the CVA, the Group has provided further loans to Shire in the period amounting to £0.08 million.  The amount outstanding by way of loans at 30 June 2012 was £0.81 million, which with the equity investments made of £0.53 million, brings the Group's total amount invested to £1.34 million.  Shire's unaudited net assets, stated after deducting the Group loans referred to above and the CVA creditor, amounted to £2.45 million as at 30 June 2012.

Statement of financial position

Cash and cash equivalents

Cash at the period end was £13.05 million (30 June 2011: £13.08 million, 31 December 2011: £4.34 million).  The increase compared to 31 December 2011 was a result principally of the disposal of available for sale investments (£10.44 million), offset by the purchase by the Group of its own shares (£0.66 million), investment in property, plant and equipment (£0.45 million), repayment of Shire debt (£0.24 million), along with working capital movements.  Further information is set out in the consolidated statement of cash flows below.  The Group's cash includes US dollars ($4.24 million) and the Group has entered into a foreign exchange contract for the sale of $4.25 million for sterling in December 2012 at a rate of $1.5579/£1.  The difference between the foreign exchange contract rate and the spot rate has resulted in a credit to the income statement of £0.03 million in the period.

Available for sale investments

At the period end the Group had available for sale investments with a market value of £2.16 million (30 June 2011: £5.36 million, 31 December 2011: £12.04 million).  The Group continued active treasury management in view of continuing low interest rates.  The investments are in non-investment grade bank fixed income securities.

Loss per share and share capital

The basic and diluted loss per ordinary share from continuing operations was 3.58 pence (6 months ended 30 June 2011: basic and diluted earnings per share 13.35 pence and 13.31 pence respectively; Year ended 31 December 2011: basic and diluted earnings per share 25.21 pence and 25.16 pence respectively).

During the period the Group purchased a further 268,670 of its ordinary shares of £0.0000001 each ("Ordinary Shares"), which were subsequently held in treasury, for a total consideration including costs of £0.66 million, representing an average price per Ordinary Share of 244 pence.

Hedging

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

Risk factors

The Company and Group face a number of specific business risks that could affect the Company's or Group's success.  The Company invests in distressed businesses and securities, which by their nature, often carry a higher degree of risk than those that are not distressed.  The Group's businesses are engaged in the provision of services that are dependent on the continued employment of the Group's employees and availability of suitable profitable workload.  The food manufacturing segment supplies several products to a limited number of customers and is therefore dependent on retaining those product supply contracts and customers.  The loss of either could make the segment unviable and impact the Group materially.  The online marketing and data services segment is heavily dependent on IT systems and infrastructure, the unavailability of which could impact the Group materially.

Key performance indicators

The Group uses key performance indicators suitable for the nature and size of the Group's businesses.  This is primarily monthly reports of profitability, levels of working capital and workload.  Order intake and production output is monitored daily in respect of the food manufacturing segment and profitability reported monthly.  In the online marketing and data services segment, the Group monitors traffic statistics both in terms of yield and cost as well as overall profitability.  The segmental analysis in note 2 to this interim report summarises the financial performance of each segment.

Corporate governance

The Board gives careful consideration to the principles of corporate governance as set out in the UK Corporate Governance Code issued by the Financial Reporting Council in June 2010 (the "Code").  However, the Company is relatively small and it is the opinion of the Directors that not all the provisions of the Code are relevant or desirable for a company of Volvere's size.

The Company has established an Audit Committee and a Remuneration Committee with formal terms of reference and which comprise the Chairman.  The Board meets regularly and has ultimate responsibility for the management of the Company.

Dividends

In accordance with the policy set out in the prospectus on 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 and to make purchases of the Company's own shares where the Directors consider these to represent value for shareholders.

Nick Lander

Chief Financial & Operating Officer

21 September 2012

Consolidated income statement

	Note	6 months to 30 June 2012	6 months to 30 June 2011	Year ended 31 December 2011
		£'000	£'000	£'000
Continuing operations
Revenue		6,881	4,668	12,221
Cost of sales		(4,221)	(1,845)	(6,250)
Gross profit		2,660	2,823	5,971
Distribution costs		(204)	-	(819)
Administrative expenses
-       Before gain on bargain acquisition		(3,141)	(3,086)	(6,550)
-       Gain on bargain acquisition		12	-	1,310
Administrative expenses		(3,129)	(3,086)	(5,240)
Operating loss		(673)	(263)	(88)
Investment revenues		152	162	440
Other gains and losses	3	308	1,008	846
Finance expense	4	(69)	-	(67)
Finance income		17	14	23
(Loss)/profit before tax		(265)	921	1,154
Tax		(14)	(105)	(68)
(Loss)/profit for the period from continuing operations		(279)	816	1,086
Discontinued operations
Profit for the period from discontinued operations	5	-	-	91
(Loss)/profit for the period		(279)	816	1,177
Attributable to:
- Equity holders of the parent		(182)	730	1,431
- Non-controlling interests	8	(97)	86	(254)
		(279)	816	1,177
(Loss)/earnings per share	6
Continuing operations
- Basic (pence)		(3.58)p	13.35p	25.21p
- Diluted (pence)		(3.58)p	13.31p	25.16p
Discontinued operations
- Basic (pence)		- p	- p	1.71p
- Diluted (pence)		- p	- p	1.71p
Total
- Basic (pence)		(3.58)p	13.35p	26.92p
- Diluted (pence)		(3.58)p	13.31p	26.87p

Consolidated statement of comprehensive income

		6 months to 30 June 2012	6 months to 30 June 2011	Year ended 31 December 2011
		£'000	£'000	£'000
(Loss)/profit for the period		(279)	816	1,177
Other comprehensive income
Available-for-sale investments
- current period gains/(losses)		187	(29)	(608)
- deferred tax on prior period gains		-	-	12
- reclassification to profit		69	(825)	(825)
Other comprehensive income, net of tax		256	(854)	(1,421)
Total comprehensive income for the period		(23)	(38)	(244)
Attributable to:
Equity holders of the parent		74	(124)	10
Non-controlling interests		(97)	86	(254)
		(23)	(38)	(244)

Consolidated statement of changes in equity

Six months to 30 June 2012	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	256	-	-	256	-	256
Loss for the period	-	-	-	-	(182)	(182)	(97)	(279)
Total comprehensive income for the period	-	-	256	-	(182)	74	(97)	(23)
Balance at 1 January 2012	50	3,636	(163)	-	15,142	18,665	1,535	20,200
Purchase of own shares	-	-	-	-	(655)	(655)	-	(655)
Change in share of non-controlling interests	-	-	-	-	-	-	(33)	(33)
Balance at 30 June 2012	50	3,636	93	-	14,305	18,084	1,405	19,489

Six months to 30 June 2011	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	(854)	-	-	(854)	-	(854)
Profit for the period	-	-	-	-	730	730	86	816
Total comprehensive income for the period	-	-	(854)	-	730	(124)	86	(38)
Balance at 1 January 2011	9	3,636	1,258	-	13,947	18,850	1,228	20,078
Purchase of own shares	-	-	-	-	(2,052)	(2,052)	-	(2,052)
Conversion of shares classed as liabilities to equity	-	-	-	-	1,347	1,347	-	1,347
Dividends paid by subsidiaries to non-controlling interests	-	-	-	-	-	-	(300)	(300)
Balance at 30 June 2011	9	3,636	404	-	13,972	18,021	1,014	19,035

Year ended 31 December 2011	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	(1,421)	-	-	(1,421)	-	(1,421)
Profit for the year	-	-	-	-	1,431	1,431	(254)	1,177
Total comprehensive income for the year	-	-	(1,421)	-	1,431	10	(254)	(244)
Balance at 1 January 2011	9	3,636	1,258	-	13,947	18,850	1,228	20,078
Equity shares issued	41	-	-	-	-	41	-	41
Purchase of own shares	-	-	-	-	(2,158)	(2,158)	-	(2,158)
Non-controlling interest recognised on business combination	-	-	-	-	-	-	1,528	1,528
Additional investments in subsidiary undertakings	-	-	-	-	613	613	(686)	(73)
Conversion of shares classed as liabilities to equity	-	-	-	-	1,309	1,309	-	1,309
Change in share of non-controlling interests	-	-	-	-	-	-	19	19
Dividends paid by subsidiaries to non-controlling interests	-	-	-	-	-	-	(300)	(300)
Balance at 31 December 2011	50	3,636	(163)	-	15,142	18,665	1,535	20,200

Consolidated statement of financial position

		30 June 2012	30 June 2011	31 December 2011
	Note	£'000	£'000	£'000
Assets
Non-current assets
Goodwill	7	305	305	305
Property, plant & equipment		6,291	224	6,085
Deferred tax asset		905	870	918
Total non-current assets		7,501	1,399	7,308
Current assets
Inventories		328	-	282
Trade and other receivables		2,182	1,604	2,461
Cash and cash equivalents		13,052	13,084	4,338
Available for sale investments		2,161	5,362	12,038
Total current assets		17,723	20,050	19,119
Total assets		25,224	21,449	26,427
Liabilities
Current liabilities
Loans		(571)	-	(799)
Finance leases		(132)	-	(129)
Trade and other payables		(2,623)	(2,399)	(3,914)
Taxation		-	-	-
Shares classed as financial liabilities		(9)	(13)	(9)
Total current liabilities		(3,335)	(2,412)	(4,851)
Non-current liabilities
Loans		(1,120)	-	(1,065)
Finance leases		(243)	-	(311)
Trade and other payables		(1,037)	-	-
Total non-current liabilities		(2,400)	-	(1,376)
Total liabilities		(5,735)	(2,412)	(6,227)
TOTAL NET ASSETS		19,489	19,037	20,200
Equity
Share capital		50	9	50
Share premium account		3,636	3,636	3,636
Revaluation reserve		93	404	(163)
Share option reserve		-	-	-
Retained earnings		14,305	13,972	15,142
Capital and reserves attributable to equity holders of the Company		18,084	18,021	18,665
Non-controlling interests	8	1,405	1,016	1,535
TOTAL EQUITY		19,489	19,037	20,200

Consolidated statement of cash flows

		6 months to 30 June 2012	6 months to 30 June 2012	6 months to 30 June 2011	6 months to 30 June 2011	Year ended 31 December 2011	Year ended 31 December 2011
	Note	£'000	£'000	£'000	£'000	£'000	£'000
(Loss)/profit for the period			(279)		816		1,177
Adjustments for:
Investment revenues		(152)		(162)		(440)
Other gains and losses		(308)		(1,008)		(846)
Finance expense	4	69		-		67
Finance income		(18)		(14)		(23)
Gain arising on disposal of discontinued operations		-		-		(91)
Tax expense		14		105		68
Tax paid		-		(50)		(50)
Depreciation		246		95		328
Gain on bargain acquisition		(12)		-		(1,310)
Foreign exchange revaluation (gain)/loss		(31)		(95)		(44)
			(192)		(1,129)		(2,341)
Operating cash flows before movements in working capital			(471)		(313)		(1,164)
Decrease/(increase) in trade and other receivables			295		(136)		108
(Decrease)/increase in trade and other payables			(283)		7		90
Cash used by operations			(459)		(442)		(966)
Interest paid			(69)		-		(67)
Net cash from operating activities			(528)		(442)		(1,033)
Investing activities
Purchase of additional shares in subsidiary		(22)		-		(5)
Cost of discontinued operations		-		-		(29)
Purchase of available for sale investments		-		-		(10,110)
Income from available for sale investments		152		202		480
Disposal of available for sale investments		10,440		12,606		15,296
Purchases of property, plant and equipment		(453)		(53)		(237)
Interest received		18		14		23
Net cash generated from investing activities			10,135		12,769		5,418
Financing activities
Issue of share capital		-		-		-
Purchase of own shares (treasury shares)		(655)		(2,052)		(2,158)
Repayment of borrowings		(238)		-		(698)
Dividend paid		-		(300)		(300)
Net cash used in financing activities			(893)		(2,352)		(3,156)
Net increase/(decrease)  in cash and cash equivalents			8,714		9,975		1,229
Cash and cash equivalents at beginning of period			4,338		3,109		3,109
Cash and cash equivalents at end of period			13,052		13,084		4,338

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2012

1          Financial information

The financial information for the period ended 30 June 2012 and the comparative figures for the period ended 30 June 2011 have not been reviewed or audited by the Group's auditors and have been prepared on the basis of the accounting policies adopted by the Group under IFRS.  The same accounting policies and methods of computation are followed in the interim financial report as published by the company on 22 May 2012 in its annual financial statements, which are available on the Company's website at www.volvere.co.uk.

The comparative figures for the year ended 31 December 2011 have been prepared under IFRS.  They do not constitute statutory accounts as defined by the Companies Act 2006.  The accounts for the 12 months ended 31 December 2011 received an unmodified auditor's report and have been filed with the Registrar of Companies.

Copies of this statement will be available to members of the public at the Company's registered office: York House, 74-82 Queen Victoria Street, London, EC4N 4SJ and on its website www.volvere.co.uk.

2          Segmental information

All revenue arose through services rendered in the principal activities of online marketing and data services, security solutions, food manufacturing and investing and management services.

The Group's primary reporting format for reporting segment information is business segments.

Six months ended 30 June 2012
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Eliminations £'000		Total £'000
Revenue
External	4,240	119	247	2,500	-		7,106
Inter-segment	-	-	(225)	-	-		(225)
Total	4,240	119	22	2,500	-		6,881
Segment loss	(79)	(47)	(395)	(164)	-		(685)
Loss from operations before gain on bargain acquisition							(685)
Investment revenues							152
Other gains and losses (note 3)							308
Gain on bargain acquisition							12
Net finance expense (note 4)							(52)
Profit on disposal of discontinued operations (note 5)							-
Income tax expense							(14)
Loss for the period							(279)

2          Segmental information (continued)

Six months ended 30 June 2011
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Eliminations £'000		Total £'000
Revenue
External	4,365	282	21	-	-		4,668
Inter-segment	-	-	82	-	(82)		-
Total	4,365	282	103	-	(82)		4,668
Segment profit/(loss)	258	39	(560)	-	-		(263)
Loss from operations before gain on bargain acquisition							(263)
Investment revenues							162
Other gains and losses (note 3)							1,008
Gain on bargain acquisition							-
Net finance income (note 4)							14
Profit on disposal of discontinued operations (note 5)							-
Income tax expense							(105)
Profit for the period							816

Year ended 31 December 2011
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Eliminations £'000		Total £'000
Revenue
External	8,290	562	47	3,322	-		12,221
Inter-segment	-	-	163	-	(163)		-
Total	8,290	562	210	3,322	(163)		12,221
Segment profit/(loss)	149	96	(1,043)	(600)	-		(1,398)
Loss from operations before gain on bargain acquisition							(1,398)
Investment revenues							440
Other gains and losses (note 3)							846
Gain on bargain acquisition							1,310
Net finance expense (note 4)							(44)
Profit on disposal of discontinued operations (note 5)							91
Income tax expense							(68)
Profit for the year							1,177

Statement of financial position (excluding inter-segment balances):

As at 30 June 2012
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manu-facturing £'000	Eliminations £'000	Total £'000
Assets	3,356	101	15,129	6,638	-	25,224
Liabilities	(1,817)	(171)	(369)	(3,378)	-	(5,735)
Net assets/ (liabilities)	1,539	(70)	14,760	3,260	-	19,489

2          Segmental information (continued)

As at 30 June 2011
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manu-facturing £'000	Eliminations £'000	Total £'000
Assets	3,313	197	17,939	-	-	21,449
Liabilities	(1,672)	(226)	(514)	-	-	(2,412)
Net assets/ (liabilities)	1,641	(29)	17,425	-	-	19,037

As at 31 December 2011
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manu-facturing £'000	Eliminations £'000	Total £'000
Assets	3,469	85	15,577	7,296	-	26,427
Liabilities	(1,793)	(158)	(390)	(3,886)	-	(6,227)
Net assets/ (liabilities)	1,676	(73)	15,187	3,410	-	20,200

Other disclosures:

Period ended 30 June 2012
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manu-facturing £'000	Eliminations £'000	Total £'000
Capital expenditure	8	1	442	2	-	453
Depreciation	78	1	3	164	-	246
Gain on bargain acquisition	-	-	12	-	-	12

Period ended 30 June 2011
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manu-facturing £'000	Eliminations £'000	Total £'000
Capital expenditure	52	-	1	-	-	53
Depreciation	88	2	5	-	-	95
Gain on bargain acquisition	-	-	-	-	-	-

Year ended 31 December 2011
	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manu-facturing £'000	Eliminations £'000	Total £'000
Capital expenditure	164	3	-	80	-	247
Depreciation	167	4	10	147	-	328
Gain on bargain acquisition	-	-	-	1,310	-	1,310

2          Segmental information (continued)

Geographical analysis:

	External revenue by location of customers			Non-current assets (excluding deferred tax) by location of assets
	6 months to 30 June 2012	6 months to 30 June 2011	Year ended 31 December 2011	30 June 2012	30 June 2011	31 December 2011
	£'000	£'000	£'000	£'000	£'000	£'000
UK	6,667	4,490	11,718	6,596	529	6,390
Rest of Europe	109	152	436	-	-	-
USA	-	-	67	-	-	-
Other	105	26	-	-	-	-
	6,881	4,668	12,221	6,596	529	6,390

3          Other gains and losses

Other gains and losses are the gains and losses arising on investments disposed of in the period pursuant to the Company's investing and treasury management policies.

4          Finance expense

The Group's net finance expense relates to the debt servicing costs in the Group's subsidiary, Shire Foods Limited, which was acquired in July 2011, offset by interest earned on the Group's cash deposits.  There was no interest expense in the comparative period to 30 June 2011 as the Group had no debt throughout that period.

5          Discontinued operations

Discontinued operations referred to in the 2011 results related to the activities of Sira Certification, which was sold on 3 July 2009.

6          Loss per share

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

	6 months to 30 June 2012 £'000	6 months to 30 June 2011 £'000	Year ended 31 December 2011 £'000
(Loss)/earnings for the purposes of earnings per share:
From continuing operations	(182)	730	1,340
From discontinued operations	-	-	91
	(182)	730	1,431
	No.	No.	No.
Weighted average number of ordinary shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue	5,081,832	5,469,949	5,314,731
Dilutive effect of potential ordinary shares	-	13,708	11,940
Weighted average number of ordinary shares for diluted EPS	5,081,832	5,483,657	5,326,671

In the period to 30 June 2012 there was no dilutive effect from share options in issue in view of the loss from continuing operations.  Outstanding employee share options at 30 June 2012 totalling 34,000 have therefore been excluded.

7          Goodwill

Cost and carrying amount	30 June 2012 £'000	30 June 2011 £'000	31 December 2011 £'000
At 1 January and period end	305	305	305

Goodwill represents that arising from the acquisition of Interactive Prospect Targeting Limited's business and assets on 29 September 2008, being the difference between the fair value of the consideration paid and the fair value of the net assets acquired.

8          Non-controlling interests

The non-controlling interests of £1.4 million relate to the net assets attributable to the shares not held by the Group at 30 June 2012 in the following subsidiary undertakings:

	30 June 2012 £'000	30 June 2011 £'000	31 December 2011 £'000
NMT Group Limited	78	120	112
Interactive Prospect Targeting Limited	838	896	888
Shire Foods Limited	489	-	535
	1,405	1,016	1,535

9          Purchase of own shares

Pursuant to the authority granted by shareholders in February 2010 for the Company to make market purchases of its own shares, the Company purchased a further 268,670 ordinary shares of £0.0000001 ("Ordinary Share") at an average price of £2.44 per Ordinary Share during the period.  This brought total shares purchased (net of 666 Ordinary Shares used to satisfy share options) to 1,333,588 Ordinary Shares, which are being held in treasury, for which the aggregate consideration to 30 June 2012 has been £3.69 million.

10        Dividend

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2012.

- Ends -

 

END

 

 

IR BDGDCIUDBGDG