Interim Results

RNS Number : 3604R

Volvere PLC

21 September 2017

 

21 September 2017

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2017

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2017.

Highlights

£ million except where stated	Six months ended		Year ended
	30 June 2017	30 June 2016	31 December 2016
Group revenue from continuing businesses	18.5	14.5	33.0
Group profit before tax from continuing operations	0.76	0.25	1.98

	As at 30 June 2017	As at 30 June 2016	As at 31 December 2016
Consolidated net assets per share (excluding non-controlling interests)(1)	£6.23	£5.76	£6.17
Group net assets	26.9	24.7	26.6
Cash and marketable securities	20.5	18.5	20.0

·      Impetus Automotive delivered a very strong performance. Profit before tax and intra-group management and interest charges⁽²⁾ of £1.54 million (30 June 2016: £0.52 million) on revenue of £12.16 million (30 June 2016: £8.16 million).  Profit before tax was £1.37 million (30 June 2016: profit £0.34 million) - with the difference being intra-group management and interest charges.

·      Shire Foods' performance was satisfactory and in line with expectations.  Loss before tax and intra-group management and interest charges⁽²⁾ of £0.24 million (30 June 2016: profit £0.13 million) on revenue of £6.28 million (30 June 2016: £6.19 million).  Loss before tax was £0.25 million (30 June 2016: profit £0.1 million) - with the difference being intra-group management and interest charges.

·      Net assets per share growth continued, reaching new record high.

·      Balance sheet remains strong with high liquidity.  Cash and marketable securities increased over prior comparable period by £2.0 million, to £20.5 million (up £0.5m compared to 31 December 2016).

Note

1              Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (which were 4,075,958 at 30 June 2017 and 4,085,958 in both prior periods).

2              Profit before intra-group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.  Further information is included in the Chief Executive's statement and Financial review.

For further information:

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

Chairman's Statement

I'm delighted to report a solid set of results for the first half of 2017.  Trading in Impetus Automotive was very strong, with performance in Shire in line with our expectations.  Net assets per share have once again risen to a new record of £6.23* (30 June 2016: £5.76, 31 December 2016: £6.17).  We look forward to continuing progress in the remainder of 2017.

David Buchler

Chairman

21 September 2017

*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 8.

Chief Executive's Statement

An excellent performance in our automotive consulting business, Impetus, was the defining event of the first half of 2017.  Shire and SDS met our expectations for the period, although they did not perform as well as in the same period in 2016.   The performance of each of the Group's segments is set out below.

Food manufacturing

This segment comprises Shire Foods Limited ("Shire"), the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired in 2011.  The company employs approximately 110 people and is based in Leamington Spa, United Kingdom.

The depreciation of sterling following the Brexit vote in June 2016 led to a rise in raw material prices in the second half in 2016, which reduced Shire's operating margin.  As expected, Shire continued to suffer from margin pressure in the first half of 2017.  Although first-half revenues of £6.28 million were in fact just ahead of the same period in 2016, there was a loss before tax and intra-Group management and interest charges** of £0.24 million (30 June 2016: £6.19 million and profit £0.13 million; 31 December 2016 £15.19 million, profit £1.15 million).  Loss before tax was £0.25 million (30 June 2016: profit £0.1 million, 31 December 2016: profit £0.91 million) - with the difference being intra-group interest and management charges.  Shire's revenues are weighted towards the colder winter months, affecting the timing of profitability.  We therefore expect that Shire's performance will improve in the second half of 2017.

In 2017 Shire successfully introduced new product with existing customers as part of the strategy to widen its product offering.  In addition, we remain committed to winning new accounts in both retail and foodservice.  Shire remains capable of delivering more both operationally and financially and we are continually looking at ways to utilise manufacturing capacity more efficiently.

Automotive Consulting

This segment comprises Impetus Automotive Limited ("Impetus"), which was acquired in March 2015 and is now approximately 83%-owned by the Group.  Impetus offers services to improve the effectiveness of the sales and after-sales networks of automotive manufacturers, including the provision of outsourced training services, as well as providing research-based industry insight.  The company employs approximately 400 people and is headquartered in Warwick, United Kingdom.

For the 6 months to 30 June 2017 revenues and profit before tax and intra-Group interest and management charges** were £12.16 million and £1.54 million respectively (30 June 2016: £8.16 million, profit £0.52 million; year to 31 December 2016: £17.37 million, profit £1.49 million).  Profit before tax was £1.37 million (30 June 2016: £0.34 million, year to 31 December 2016: £1.11 million) - with the difference being intra-group interest and management charges.

The increased revenue and profit compared to 2016 reflects the underlying growth in Impetus's business, as well as the commencement in April of a single large contract to operate a vehicle manufacturer's training centre.  We have successfully managed the transition of a large number of staff from the previous supplier under that contract and, in conjunction with the client, are part way through a process of improving both the operational performance and measurement criteria relating to training activities.

Changing vehicle technology means that the pace of change in the automotive sector is significant and we think this will present opportunities for Impetus as clients work with us to refine their distribution and after-sales strategies.

Security solutions

Sira Defence and Security Limited ("SDS"), our security solutions business delivered a satisfactory performance, with revenue of £0.1 million (30 June 2016: £0.17 million, 31 December 2016: £0.38 million).  As a consequence of the reduced revenues, the business made a small loss before tax of £0.03 million (30 June 2016: profit £0.06 million, year to 31 December 2016: £0.16 million).

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

Purchase of own shares

During the period the Group acquired 10,000 shares for treasury for a total consideration of £0.05 million.  The aggregate cost of shares purchased as of 30 June 2017 totals £5.99 million.

Acquisitions and future strategy

Deal flow was relatively subdued during the first half of 2017 although in the second quarter there were some signs of increased distress in those companies dependent upon imported goods and in consumer-facing businesses such as in the casual dining sector.  The challenge, as ever, is to determine which opportunities are capable of turnaround and those which are more realistically best avoided.

Our existing portfolio is well placed to adapt to a changing U.K. economy, but the dedication and commitment of the management and staff at Shire, Impetus and SDS, is a prerequisite to ensuring continued growth. I am very grateful for their support and confidence in us.

As a Group, Volvere and its team are strong and we are well placed to capitalise on further opportunities as they arise.

Jonathan Lander

Chief Executive

21 September 2017

**Profit before intra-Group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2017.  It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Overview

The Group's revenue from continuing operations for the period was £18.54 million compared to £14.54 million for the period to 30 June 2016 (31 December 2016: £32.96 million).  The increase in the first half of 2017 is due to growth in Impetus arising principally from the commencement of a large contract to provide training services from 1 April as well as growth in other areas of the business

Group profit before tax from continuing operations was £0.76 million (30 June 2016: £0.25 million, year to 31 December 2016: £1.98 million).  The increase compared to the same period last year reflects the growth in Impetus, offset by reduced comparable results from Shire and SDS.

Further comment on each segment is set out below and detailed information about the Group's segments is set out in note 2 to these interim results, which should be read in conjunction with this financial review.

Automotive Consulting

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

Table A			6 months to 30 June 2017	6 months to 30 June 2016	Year ended 31 December 2016	Year ended 31 December 2015(1)
			£000	£000	£000	£000
Revenue			12,163	8,164	17,372	12,077
Profit before tax, Group interest and management charges(2)			1,536	522	1,485	583
Profit before tax(2)			1,369	335	1,114	304

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

(2)  The difference between profit before tax and profit before tax, Group interest and management charges relates to Group interest and management charges

The revenue growth against the comparable period is due partly to the commencement of the contract noted above.  However, combined other activities grew by just under 20% too, which was very pleasing.  The combined effects of these significantly increased profitability by more than £1 million in the period.  

During the period the Group charged Impetus £132,000 for management services and interest of £35,000 on Group loans.  At the period end loans outstanding to the Group amounted to £1.24 million (30 June 2016: £1.27 million, 31 December 2016: £0.89 million), with the increase since the year end being due principally to the working capital requirements associated with revenue growth.  At the date of this report, loans outstanding to the Group were £0.69 million, following net repayments of £0.55 million since 30 June. 

Security solutions

The performance of SDS was below the prior comparable period, with lower revenue of £0.1 million (30 June 2016: £0.17 million, 31 December 2016: £0.38 million).  As a result of the reduced revenue, SDS made a small loss before tax of £0.03 million (30 June 2016: profit £0.06 million, 31 December 2016: profit £0.16 million).  No Group loans were outstanding at the period end (30 June 2016: £nil, 31 December 2016: £nil).

Food manufacturing

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

Table B	6 months to 30 June 2017	6 months to 30 June 2016	Year ended 31 December 2016	Year ended 31 December 2015	Year ended 31 December 2014
	£000	£000	£000	£000	£000
Revenue	6,280	6,192	15,190	15,476	12,134
(Loss)/profit before tax, Group interest and management charges(1)	(237)	129	1,149	1,588	1,651
(Loss)/profit before tax(1)	(252)	97	909	1,165	1,651

(1)  The difference between (loss)/profit before tax and (loss)/profit before tax, Group interest and management charges relates to Group interest and management charges

Shire's revenue was slightly ahead of the same period in 2016 but margins were lower partly because of the impact of sterling's devaluation.  Although mitigation steps were taken to reduce the impact, by increasing prices and taking on further work from customers, this was effective on a progressive basis through the period.

At 30 June 2017, Shire's remaining Group loans had all been repaid.  We expect to make further loans to Shire to meet its seasonal stock-build during the winter period, though at the date of this report no further such loans had been made.   The equity investment and related intellectual property investments made of £0.53 million and £0.44 million respectively, brings the Group's total amount invested (excluding loans) to £0.97 million.

Shire's unaudited net assets at the period end amounted to £5.39 million (30 June 2016: £4.97 million; 31 December 2016: £5.72 million), of which 20% is attributable to non-controlling interests.

Investment revenues and other gains and losses

The Group purchased available-for-sale investments during the period as part of its treasury management policy but no income arose in the period.  Income in the prior periods related to investments disposed of in December 2016.

Statement of financial position

Cash

Cash at the period end was £14.36 million (30 June 2016: £13.99 million, 31 December 2016: £20.06 million).  The reduction in cash compared to the end of 2016 was due to the purchase of available-for-sale investments.  Details of cash movements are shown in the consolidated statement of cash flows.

Available-for-sale investments

At the period end the Group had available-for-sale investments with a market value of £6.16 million (30 June 2016: £4.50 million, 31 December 2016: £nil) with a base cost of £6.26 million.  The unrealised loss has been dealt with through reserves, as set out in the consolidated statement of comprehensive income.

In line with the Group's treasury management policies and pending investment in other acquisitions, the Group continues to consider short-term investments where there is the opportunity for attractive returns.

Earnings per share and share capital

Total basic and diluted earnings per ordinary share (which are from continuing operations) were 8.2 pence (30 June 2016: 2.4 pence; year ended 31 December 2016: 32.6 pence).

Hedging

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

Risk factors

The Company and Group face a number of specific business risks that could affect the Company's or Group's success.  The Company invests in distressed businesses and securities, which by their nature, often carry a higher degree of risk than those that are not distressed.

The Group's businesses are principally engaged in the provision of services that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload. Also, in the automotive consulting and food manufacturing segments, there is a dependency on a small number of customers and a reduction in the volume or range of products or services supplied to those customers or the loss of any one of them could impact the Group materially.

In addition, the food manufacturing segment is exposed to raw material and commodity cost increases and is dependent on the availability of credit facilities on appropriate terms from lenders and suppliers as well as being dependent on the reliability and performance of the plant and equipment used in the business.  Failure or unreliability of key plant or equipment could be material in terms of lost production output or other losses arising from non-supply of products and there is the risk that any or all of the costs, timescales or the non-availability of funding required to enable rectification, would render the segment unviable, with a material effect on the Group.

Key performance indicators ("KPIs")

The Group uses key performance indicators suitable for the nature and size of the Group's businesses. 

The key financial performance indicators are revenue, profit before tax and profit before tax, Group interest and management charges.  The performance of the Group and the individual trading businesses against these KPIs, is outlined above and disclosed in note 2.

Internally, management uses a variety of non-financial KPIs as follows: in respect of the food manufacturing segment order intake, manufacturing output and sales are monitored weekly and reported monthly; order intake is reported monthly in respect of the security solutions segment; order intake and headcount are monitored in the Automotive Consulting segment.

Nick Lander

Chief Financial & Operating Officer

21 September 2017

Consolidated income statement

	Note	6 months to 30 June 2017	6 months to 30 June 2016	Year ended 31 December 2016
		£'000	£'000	£'000
Continuing operations
Revenue	2	18,540	14,544	32,964
Cost of sales		(14,732)	(11,499)	(25,033)
Gross profit		3,808	3,045	7,931
Distribution costs		(431)	(389)	(932)
Administrative expenses		(2,569)	(2,462)	(5,065)
Operating profit		808	194	1,934
Investment revenues		-	95	186
Other gains and losses	3	-	-	(22)
Finance expense	4	(74)	(70)	(162)
Finance income	4	22	28	48
Profit before tax		756	247	1,984
Income tax expense		(290)	(82)	(311)
Profit for the period		466	165	1,673
Attributable to:
- Equity holders of the parent		333	99	1,334
- Non-controlling interests	7	133	66	339
		466	165	1,673
Earnings per share	5
Total
- Basic		8.2p	2.4p	32.6p
- Diluted		8.2p	2.4p	32.6p

Consolidated statement of comprehensive income

		6 months to 30 June 2017	6 months to 30 June 2016	Year ended 31 December 2016
		£'000	£'000	£'000
Profit for the period		466	165	1,673
Other comprehensive income (items that will be reclassified to profit or loss)
Fair value gains and losses on available-for-sale financial assets
- current period (losses)/gains		(102)	188	-
- reclassified to profit and loss		-	-	617
Foreign exchange (losses)/gains on retranslation of foreign operations		(5)	26	25
Other comprehensive income		(107)	214	642
Total comprehensive income for the period		359	379	2,315
Attributable to:
Equity holders of the parent		227	307	1,976
Non-controlling interests		132	72	339
		359	379	2,315

Consolidated statement of changes in equity

Six months to 30 June 2017	Share capital £'000	Share premium £'000	Fair value reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Other comprehensive income	-	-	(102)	(4)	(106)	(1)	(107)
Profit for the period	-	-	-	333	333	133	466
Total comprehensive income for the period	-	-	(102)	329	227	132	359
Balance at 1 January	50	3,640	-	21,529	25,219	1,406	26,625
Transactions with owners:
Purchase of own shares	-	-	-	(54)	(54)	-	(54)
Total transactions with owners	-	-	-	(54)	(54)	-	(54)
Balance at 30 June	50	3,640	(102)	21,804	25,392	1,538	26,930

Six months to 30 June 2016	Share capital £'000	Share premium £'000	Fair value reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Other comprehensive income	-	-	188	20	208	6	214
Profit for the period	-	-	-	99	99	66	165
Total comprehensive income for the period	-	-	188	119	307	72	379
Balance at 1 January	50	3,640	(617)	20,175	23,248	1,046	24,294
Transactions with owners:
Increase in non-controlling interest	-	-	-	-	-	15	15
Total transactions with owners	-	-	-	-	-	15	15
Balance at 30 June	50	3,640	(429)	20,294	23,555	1,133	24,688

Year ended 31 December 2016	Share capital £'000	Share premium £'000	Fair value reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Other comprehensive income	-	-	-	25	25	-	25
Transfer to profit and loss on disposal	-	-	617	-	617	-	617
Profit for the year	-	-	-	1,334	1,334	339	1,673
Total comprehensive income for the year	-	-	617	1,359	1,976	339	2,315
Balance at 1 January	50	3,640	(617)	20,175	23,248	1,046	24,294
Transactions with owners:
Increase in non-controlling interest	-	-	-	(12)	(12)	21	9
Share based payments	-	-	-	7	7	-	7
Total transactions with owners	-	-	-	(5)	(5)	21	16
Balance at 31 December	50	3,640	-	21,529	25,219	1,406	26,625

Consolidated statement of financial position

		30 June 2017	30 June 2016	31 December 2016
	Note	£'000	£'000	£'000
Assets
Non-current assets
Goodwill		380	380	380
Other intangible assets		24	55	39
Property, plant & equipment		5,559	5,549	5,572
Total non-current assets		5,963	5,984	5,991
Current assets
Inventories		2,396	1,808	2,082
Trade and other receivables		6,864	5,548	7,231
Cash and cash equivalents		14,361	13,986	20,063
Available for sale investments		6,156	4,501	-
Total current assets		29,777	25,843	29,376
Total assets		35,740	31,827	35,367
Liabilities
Current liabilities
Loans and other borrowings		(596)	(369)	(1,613)
Finance leases		(161)	(104)	(159)
Trade and other payables		(5,565)	(4,333)	(4,431)
Tax payable		(266)	-	(184)
Total current liabilities		(6,588)	(4,806)	(6,387)
Non-current liabilities
Loans and other borrowings		(1,401)	(1,497)	(1,448)
Finance leases		(361)	(398)	(442)
Total non-current liabilities		(1,762)	(1,895)	(1,890)
Total liabilities		(8,350)	(6,701)	(8,277)
Provisions - deferred tax		(376)	(329)	(376)
Provisions - lease incentive		(84)	(109)	(89)
NET ASSETS		26,930	24,688	26,625
Equity
Share capital		50	50	50
Share premium account		3,640	3,640	3,640
Fair value reserve		(102)	(429)	-
Retained earnings		21,804	20,294	21,529
Capital and reserves attributable to equity holders of the Company		25,392	23,555	25,219
Non-controlling interests	7	1,538	1,133	1,406
TOTAL EQUITY		26,930	24,688	26,625

Consolidated statement of cash flows

		6 months to 30 June 2017	6 months to 30 June 2017	6 months to 30 June 2016	6 months to 30 June 2016	Year ended 31 December 2016	Year ended 31 December 2016
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Profit for the period from continuing operations			466		165		1,673
Adjustments for:
Investment revenues		-		(95)		(186)
Other gains and losses	3	-		-		22
Finance expense	4	74		70		162
Finance income	4	(22)		(28)		(48)
Depreciation		228		220		436
Amortisation of intangible assets		16		16		32
Foreign exchange differences		(6)		-		(7)
Loss on disposal of property, plant and equipment		7		61		62
Share-based payment expense	6	-		10		7
Income tax expense		290		82		311
			587		336		791
Operating cash flows before movements in working capital			1,053		501		2,464
Decrease in trade and other receivables			368		2,183		100
Increase in trade and other payables			1,127		112		275
Increase in inventories			(314)		(702)		(976)
Tax paid			(208)		-		(82)
Cash generated from operations			2,026		2,094		1,781
Investing activities
Proceeds from sale of discontinued operations net of cash sold		-		385		784
Purchase of available-for-sale investments		(6,258)		-		-
Income from available-for-sale investments		-		95		186
Disposal of available-for-sale investments		-		-		4,908
Purchase of property, plant and equipment		(222)		(81)		(164)
Disposal of property, plant and equipment		-		25		25
Interest received		22		28		49
Net cash generated from/(used by) investing activities			(6,458)		452		5,788
Financing activities
Interest paid		(74)		(70)		(162)
Purchase of own shares (treasury shares)	8	(54)		-		-
(Repayment of)/net new borrowings		(1,143)		(519)		620
Issue of shares (by subsidiary)		-		-		9
Net cash used by financing activities			(1,271)		(589)		467
Net (decrease)/increase in cash			(5,703)		1,957		8,036
Cash at beginning of period			20,063		11,967		11,967
Foreign exchange revaluation of opening cash			1		62		60
Cash at end of period			14,361		13,986		20,063

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2017

1          Financial information

The financial information for the period ended 30 June 2017 and the comparative figures for the period ended 30 June 2016 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 25 May 2017 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 2016 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 2016 received an unmodified auditor's report and have been filed with the Registrar of Companies.

Copies of this statement will be available to members of the public at the Company's registered office: Warnford Court, 29 Throgmorton Street, London EC2N 2AT and on its website www.volvere.co.uk.

2          Operating segments

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

Analysis by business segment:

Period ended 30 June 2017		Automotive consulting £'000			Security solutions £'000			Food manufacturing £'000			Investing and management services £'000			Total continuing £'000		Discontinued £'000	Total £'000
Revenue		12,163			97			6,280			-			18,540		-	18,540
Profit/(loss) before tax(1)		1,536			(25)			(237)			(518)			756		-	756
Period ended 30 June 2016		Automotive consulting £'000			Security solutions £'000			Food manufacturing £'000			Investing and management services £'000			Total continuing £'000		Discontinued £'000	Total £'000
Revenue		8,164			168			6,192			20			14,544		-	14,544
Profit/(loss) before tax(1)		521			55			129			(458)			247		-	247
Year ended 31 December 2016		Automotive consulting £'000			Security solutions £'000			Food manufacturing £'000			Investing and management services £'000			Total continuing £'000		Discontinued £'000	Total £'000
Revenue		17,372			382			15,190			20			32,964		-	32,964
Profit/(loss) before tax(1)		1,485			163			1,149			(813)			1,984		-	1,984
As at 30 June 2017		Automotive consulting £'000		Security solutions £'000			Food manufacturing £'000			Investing and management services £'000			Total continuing £'000		Discontinued £'000		Total £'000
Assets		7,411		214			9,670			18,445			35,740		-		35,740
Liabilities/provisions		(4,054)		(246)			(4,278)			(232)			(8,810)		-		(8,810)
Net assets(2)		3,357		(32)			5,392			18,213			26,930		-		26,930

As at 30 June 2016		Automotive consulting £'000	Security solutions £'000		Food manufacturing £'000	Investing and management services £'000	Total continuing £'000	Discontinued £'000		Total £'000
Assets		4,388	242		8,925	18,272	31,827	-		31,827
Liabilities/provisions		(2,746)	(202)		(3,955)	(236)	(7,139)	-		(7,139)
Net assets(2)		1,642	40		4,970	18,036	24,688	-		24,688
As at 31 December 2016		Automotive consulting £'000	Security solutions £'000		Food manufacturing £'000	Investing and management services £'000	Total continuing £'000	Discontinued £'000		Total £'000
Assets		4,834	207		11,136	19,190	35,367	-		35,367
Liabilities/provisions		(2,895)	(209)		(5,412)	(226)	(8,742)	-		(8,742)
Net assets(2)		1,939	(2)		5,724	18,964	26,625	-		26,625
(1) stated before intra-Group interest and management charges  (2) assets and liabilities stated excluding intra-Group balances
Six months to 30 June 2017	Automotive consulting £'000		Security solutions £'000		Food manufacturing £'000	Investing and management services £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	9		7		206	-	222	-	222
Depreciation	20		-		208	-	228	-	228
Amortisation/Impairment	16		-		-	-	16	-	16
Interest income (non-Group)	-		-		-	22	22	-	22
Interest expense (non-Group)	20		-		54	-	74	-	74
Tax expense	290		-		-	-	290	-	290
Six months to 30 June 2016	Automotive consulting £'000		Security solutions £'000		Food manufacturing £'000	Investing and management services £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	24		-		57	-	81	-	81
Depreciation	21		-		198	1	220	-	220
Amortisation/Impairment	16		-		-	-	16	-	16
Interest income (non-Group)	-		-		-	28	28	-	28
Interest expense (non-Group)	17		-		53	-	70	-	70
Tax expense	82		-		-	-	82	-	82
Year ended 31 December 2016	Automotive consulting £'000		Security solutions £'000		Food manufacturing £'000	Investing and management services £'000	Total continuing £'000	Discontinued £'000	Total £'000
Capital spend	35		-		287	-	322	-	322
Depreciation	45		-		390	1	436	-	436
Amortisation/Impairment	32		-		-	-	32	-	32
Interest income (non-Group)	-		-		-	48	48	-	48
Interest expense (non-Group)	41		-		121	-	162	-	162
Tax expense	175		-		136	-	311	-	311

Geographical analysis:

	External revenue by location of customers			Non-current assets by location of assets
	6 months to 30 June 2017	6 months to 30 June 2016	Year ended 31 December 2016	30 June 2017	30 June 2016	31 December 2016
	£'000	£'000	£'000	£'000	£'000	£'000
UK	16,249	12,718	29,064	5,963	5,984	5,991
Rest of Europe	1,557	1,106	2,612	-	-	-
Other	734	720	1,288	-	-	-
	18,540	14,544	32,964	5,963	5,984	5,991

3          Other gains and losses

The Company's unrealised treasury investment losses at the end of the period amounted £102,000 and these have been dealt with through other comprehensive income.  In the prior comparable period a reversal of unrealised treasury investment losses occurred, giving rise to an unrealised gain of £188,000.  This was dealt with through reserves, as set out in the consolidated statement of comprehensive income.

4          Finance expense/income

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

5          Earnings per share

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

	6 months to 30 June 2017 £'000	6 months to 30 June 2016 £'000	Year ended 31 December 2016 £'000
Earnings for the purposes of earnings per share:
From continuing operations	333	99	1,334
From discontinued operations	-	-	-
Total	333	99	1,334
		No.	No.
Weighted average number of ordinary shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue	4,080,323	4,085,958	4,085,958
Dilutive effect of potential ordinary shares	-	-	-
Weighted average number of ordinary shares for diluted EPS	4,080,323	4,085,958	4,085,958

There were no outstanding share options in issue at the period end (30 June 2016: nil; 31 December 2016: nil).

6          Share-based payment

During the prior period the Group's subsidiary, Impetus Automotive Limited, issued shares to certain management of that business.  An independent valuation of the shares issued was undertaken and the share-based payment charge reflects that valuation.  The issue of shares in Impetus resulted in an increase in non-controlling interests, which are set out in note 7.

7          Non-controlling interests

The non-controlling interests of £1.54 million relate to the net assets attributable to the shares not held by the Group at 30 June 2017 in the following subsidiary undertakings:

	30 June 2017 £'000	30 June 2016 £'000	31 December 2016 £'000
NMT Group Limited	73	74	74
Shire Foods Limited	1,077	992	1,127
Impetus Automotive Limited	388	67	205
	1,538	1,133	1,406

The Group now owns approximately 83% (previously 79%) of Impetus, following the cancellation of certain management shares during the second half of 2016.

8          Purchase of own shares

The Company acquired 10,000 of its own Ordinary shares during the period (30 June and 31 December 2016: nil) for a consideration of £54,000.  For reference, the total number of Ordinary shares held in treasury is 2,131,116 and the number of shares in issue, excluding treasury shares, at the period end was 4,075,958 (30 June and 31 December 2016: 4,085,958).

9          Dividend

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2017.

- Ends -

 

END

 

 

IR BIGDCUSDBGRG