Source - RNS
RNS Number : 2574K
Volvere PLC
20 September 2016
 

 

-Press Release

20 September 2016

 

 

 

Volvere plc

 

("Volvere" or the "Group")

 

Interim Results for the six months ended 30 June 2016

 

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

 

Highlights

 

£ million except where stated

As at
30 June 2016

As at
30 June 2015

As at 31
December 2015

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

 

£5.76

 

£4.32

 

£5.69

Group net assets

24.7

18.9

24.3

Cash and marketable securities

18.5

11.7

16.3

 

 

 

 

 

Six months ended

Year ended

 

30 June

2016

30 June

2015

(re-presented)(2)

31 December

2015

Group revenue from continuing businesses

14.5

10.5

27.9

 

Group profit before tax from continuing operations

 

0.25

 

0.46

 

1.34

 

 

Note

 

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

 

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

 

 

·      Further growth achieved in net assets per share

 

·      Shire Foods' performance was satisfactory

 

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

 

·      Balance sheet remains strong with high liquidity

 

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

 

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

 

For further information:

Volvere plc

 

Jonathan Lander, CEO

Tel: +44 (0) 20 7634 9707

 

www.volvere.co.uk

 

N+1 Singer

Aubrey Powell/Liz Yong

 

 

Tel: + 44 (0) 20 7496 3000

 

 

 

 

 

Chairman's Statement

 

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

 

We are looking forward to continued progress in 2016.

 

 

David Buchler

Chairman

 

20 September 2016

 

*Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date

(less those held in treasury) - see note 10.

 

 

 

Chief Executive's Statement

 

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

 

Food manufacturing

 

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

 

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

 

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

 

Automotive Consulting

 

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

 

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

 

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

 

Security solutions

 

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

 

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

 

Purchase of own shares

 

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

 

Acquisitions and future strategy

 

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

 

 

 

 

Jonathan Lander

Chief Executive

 

20 September 2016

 

 

Financial Review

 

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

 

Overview

 

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

 

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

 

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

 

Automotive Consulting

 

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

 

Table A

 

 

6 months to

30 June

2016

6 months to

30 June

2015(1)

Year ended

31 December

2015(2)

 

 

 

£000

£000

£000

 

 

 

 

Revenue

8,164

3,880

12,077

 

 

 

 

Profit/(loss) before tax and Group interest and management charges

522

(43)

583

 

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

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

 

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

 

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

 

Security solutions

 

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

 

Food manufacturing

 

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

 

Table B

6 months to

30 June

2016

6 months to

30 June

2015

Year ended

31 December

2015

Year ended

31 December

2014

Year ended

31 December

2013

 

£000

£000

£000

£000

£000

 

Revenue

6,192

6,487

15,476

12,134

8,531

 

 

 

 

 

 

Profit/(loss) before tax, Group interest and management charges

129

307

1,588

1,651

117

 

 

 

 

 

 

Pro-forma adjustment:

 

 

 

 

 

Exceptional credit relating to company voluntary arrangement

-

-

-

(852)

-

Loss on sale of tangible fixed asset

61

12

12

-

-

 

 

 

 

 

 

Underlying profit before tax, Group interest and management charges

190

319

1,600

799

117

 

 

 

 

 

 

 

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

 

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

 

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

 

Investment revenues and other gains and losses

 

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

 

Statement of financial position

 

Cash

 

Cash at the period end was £13.99 million (30 June 2015: £7.13 million, 31 December 2015: £11.97 million).  The increase in cash compared to the end of 2015 principally reflects a seasonal reduction in trade debtors in Shire Foods.  Details of cash movements are shown in the consolidated statement of cash flows.

 

Available-for-sale investments

 

At the period end the Group had available-for-sale investments with a market value of £4.50 million (30 June 2015: £4.56 million, 31 December 2015: £4.31 million); the base cost of these investments was £4.92 million (30 June 2015: £4.92 million; 31 December 2015: £4.92 million).

 

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

 

Earnings per share and share capital

 

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

 

Hedging

 

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

 

Risk factors

 

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

 

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

 

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

 

Key performance indicators ("KPIs")

 

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

 

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

 

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

 

 

 

 

Nick Lander

Chief Financial & Operating Officer

 

20 September 2016

 

 

 

 

Consolidated income statement

 

 

 

 

 

 

Note

6 months to

30 June

2016

6 months to

30 June

2015

Year ended

31

December

2015

 

 

£'000

£'000

(re-presented)

£'000

Continuing operations

 

 

 

 

Revenue

 

14,544

10,506

27,864

Cost of sales

 

(11,499)

(8,778)

(21,540)

 

 

 

 

 

Gross profit

 

3,045

1,728

6,324

 

 

 

 

 

Distribution costs

 

(389)

(395)

(893)

Administrative expenses

 

 

 

 

-       Before amortisation of intangibles and share based payments

 

(2,436)

(1,306)

(4,469)

-       Amortisation

 

(16)

(8)

(89)

-       Share-based payment expense

 

(10)

-

-

Administrative expenses

 

(2,462)

(1,314)

(4,558)

 

 

 

 

 

Operating profit

 

194

19

873

 

 

 

 

 

Investment revenues

 

95

66

163

Other gains and losses

3

-

428

429

Finance expense

4

(70)

(76)

(172)

Finance income

4

28

25

50

 

 

 

 

 

Profit before tax

 

247

462

1,343

Income tax expense

 

(82)

-

(335)

Profit for the period from continuing operations

 

165

462

1,008

 

 

 

 

 

Discontinued operations

 

 

 

 

Profit for the period from discontinued operations after tax

7

-

332

5,667

 

 

 

 

 

Profit for the period

 

165

794

6,675

 

 

 

 

 

Attributable to:

 

 

 

 

- Equity holders of the parent

 

99

652

6,499

- Non-controlling interests

9

66

142

176

 

 

 

 

 

 

 

165

794

6,675

 

 

 

 

 

Earnings per share

5

 

 

 

 

 

 

 

 

Continuing operations

 

 

 

 

- Basic

 

2.4p

9.8p

20.3p

- Diluted

 

2.4p

9.8p

20.3p

 

 

 

 

 

Discontinued operations

 

 

 

 

- Basic

 

-

6.1p

138.5p

- Diluted

 

-

6.1p

138.5p

 

 

 

 

 

Total

 

 

 

 

- Basic

 

2.4p

15.9p

158.8p

- Diluted

 

2.4p

15.9p

158.8p

 

 

 

 

 

 

 

 

 

Consolidated statement of comprehensive income

 

 

 

6 months to

30 June

2016

6 months to

30 June

2015

Year ended

31

December

2015

 

 

£'000

£'000

£'000

 

 

 

 

 

Profit for the period

 

165

794

6,675

 

 

 

 

 

Other comprehensive income (items that will be reclassified to profit or loss)

 

 

 

 

 

 

 

 

 

Fair value gains and losses on available-for-sale financial assets

 

 

 

 

- current period gains/(losses)

 

188

(370)

(611)

- reclassified to profit and loss

 

-

(318)

(318)

 

 

 

 

 

Other comprehensive income

 

188

(688)

(929)

 

 

 

 

 

Total comprehensive income for the period

 

353

106

5,746

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

Equity holders of the parent

 

287

(36)

5,570

Non-controlling interests

 

66

142

176

 

 

 

 

 

 

 

353

106

5,746

 

 

 

 

 

 

 

 

Consolidated statement of changes in equity

 

 

Six months to 30 June 2016

Share

capital

£'000

Share

premium

£'000

 

Revaluation

reserve

£'000

Share

option

reserve

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling

interests
£'000

Total

£'000

 

 

 

 

 

 

 

 

 

Other comprehensive income

-

-

188

-

-

188

-

188

Transfer to profit and loss on disposal

-

-

-

-

-

-

-

-

Profit for the period

-

-

-

-

99

99

66

165

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

-

188

-

99

287

66

353

Balance at 1 January

50

3,640

(617)

-

20,175

23,248

1,046

24,294

Foreign exchange revaluation of opening reserves

-

-

-

-

20

20

6

26

Transactions with owners:

 

 

 

 

 

 

 

 

Increase in non-controlling interest

-

-

-

-

-

-

15

15

Purchase of own shares

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

-

-

-

15

15

 

 

 

 

 

 

 

 

 

Balance at 30 June

50

3,640

(429)

-

20,294

23,555

1,133

24,688

 

Six months to 30 June 2015

Share

capital

£'000

Share

premium

£'000

 

Revaluation

reserve

£'000

Share

option

reserve

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling

interests
£'000

Total

£'000

 

 

 

 

 

 

 

 

 

Other comprehensive income

-

-

(370)

-

-

(370)

-

(370)

Transfer to profit and loss on disposal

-

-

(318)

-

-

(318)

-

(318)

Profit for the period

-

-

-

-

652

652

142

794

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

-

(688)

-

652

(36)

142

106

Balance at 1 January

50

3,640

312

-

13,856

17,858

1,141

18,999

Transactions with owners:

 

 

 

 

 

 

 

 

Purchase of own shares

-

-

-

-

(180)

(180)

-

(180)

 

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

-

(180)

(180)

-

(180)

 

 

 

 

 

 

 

 

 

Balance at 30 June

50

3,640

(376)

-

14,328

17,642

1,283

18,925

 

 

Year ended 31 December 2015

Share

capital

£'000

Share

premium

£'000

 

Revaluation

reserve

£'000

Share

option

reserve

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling

interests
£'000

Total

£'000

 

 

 

 

 

 

 

 

 

Other comprehensive income

-

-

(611)

-

-

(611)

-

(611)

Transfer to profit and loss on disposal

-

-

(318)

-

-

(318)

-

(318)

Profit for the year

-

-

-

-

6,499

6,499

176

6,675

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

-

(929)

-

6,499

5,570

176

5,746

Balance at 1 January

50

3,640

312

-

13,856

17,858

1,141

18,999

Transactions with owners:

 

 

 

 

 

 

 

 

Decrease in non-controlling interest

-

-

-

-

-

-

(271)

(271)

Purchase of own shares

-

-

-

-

(180)

(180)

-

(180)

 

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

-

(180)

(180)

(271)

(451)

 

 

 

 

 

 

 

 

 

Balance at 31 December

50

3,640

(617)

-

20,175

23,248

1,046

24,294

 

 

 

 

 

 

 

 

 

                               
 

 

 

Consolidated statement of financial position

 

 

 

30 June

2016

30 June

2015

31 December

2015

 

Note

£'000

£'000

£'000

Assets

 

 

 

 

Non-current assets

 

 

 

 

Goodwill

8

380

307

380

Other intangible assets

 

55

57

71

Property, plant & equipment

 

5,549

5,264

5,773

 

 

 

 

 

Total non-current assets

 

5,984

5,628

6,224

 

 

 

 

 

Current assets

 

 

 

 

Inventories

 

1,808

1,588

1,106

Trade and other receivables

 

5,548

9,007

8,073

Cash and cash equivalents

 

13,986

7,129

11,967

Available for sale investments

 

4,501

4,555

4,313

 

 

 

 

 

Total current assets

 

25,843

22,279

25,459

 

 

 

 

 

Total assets

 

31,827

27,907

31,683

 

 

 

 

 

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

Loans and other borrowings

 

(369)

(1,038)

(787)

Finance leases

 

(104)

(50)

(104)

Trade and other payables

 

(4,333)

(6,167)

(4,058)

 

 

 

 

 

Total current liabilities

 

(4,806)

(7,255)

(4,949)

 

 

 

 

 

Non-current liabilities

 

 

 

 

Loans and other borrowings

 

(1,497)

(1,583)

(1,541)

Finance leases

 

(398)

(144)

(450)

Trade and other payables

 

-

-

-

 

 

 

 

 

Total non-current liabilities

 

(1,895)

(1,727)

(1,991)

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

(6,701)

(8,982)

(6,940)

 

 

 

 

 

Provisions - deferred tax

 

(329)

-

(335)

Provisions - lease incentive

 

(109)

-

(114)

 

 

 

 

 

 

 

 

 

 

NET ASSETS

 

24,688

18,925

24,294

 

 

 

 

 

Equity

 

 

 

 

Share capital

 

50

50

50

Share premium account

 

3,640

3,640

3,640

Revaluation reserve

 

(429)

(376)

(617)

Retained earnings

 

20,294

14,328

20,175

 

 

 

 

 

Capital and reserves attributable to equity holders of the Company

 

23,555

17,642

23,248

Non-controlling interests

9

1,133

1,283

1,046

 

 

 

 

 

TOTAL EQUITY

 

24,688

18,925

24,294

 

 

 

 

 

 

 

 

Consolidated statement of cash flows

 

 

 

6 months to 30 June 2016

 

6 months to 30 June 2016

 

6 months to 30 June 2015

 

6 months to 30 June 2015

 

 

Year ended 31 December 2015

 

 

Year ended 31 December 2015

 

Note

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

(re-presented)

(re-presented)

 

 

Profit for the period from continuing operations

 

 

165

 

462

 

1,008

Adjustments for:

 

 

 

 

 

 

 

Investment revenues

 

(95)

 

(66)

 

(163)

 

Other gains and losses

3

-

 

(428)

 

(429)

 

Finance expense

4

70

 

76

 

172

 

Finance income

4

(28)

 

(25)

 

(50)

 

Depreciation

 

220

 

171

 

370

 

Amortisation of intangible assets

 

16

 

8

 

89

 

Foreign exchange differences

 

-

 

-

 

14

 

Loss on disposal of property, plant and equipment

 

61

 

12

 

12

 

Share-based payment expense

6

10

 

-

 

-

 

Income tax expense

 

82

 

-

 

335

 

 

 

 

 

 

 

 

 

 

 

 

336

 

(252)

 

350

 

 

 

 

 

 

 

 

Operating cash flows before movements in working capital

 

 

501

 

210

 

1,358

 

 

 

 

 

 

 

 

Decrease/(increase) in trade and other receivables

 

 

2,183

 

244

 

(1,015)

Increase in trade and other payables

 

 

112

 

455

 

166

Increase in inventories

 

 

(702)

 

(686)

 

(169)

 

 

 

 

 

 

 

 

Cash generated from continuing operations

 

 

2,094

 

223

 

340

 

 

 

 

 

 

 

 

Net cash generated from discontinued operations

 

 

-

 

6

 

652

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash generated from operations

 

 

2,094

 

229

 

992

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

Proceeds from sale of discontinued operations net of cash sold

 

385

 

-

 

4,860

 

Acquisition of business

8

-

 

(1,013)

 

(1,013)

 

Purchase of available-for-sale investments

 

-

 

(8,734)

 

(8,733)

 

Income from available-for-sale investments

 

95

 

66

 

163

 

Disposal of available-for-sale investments

 

-

 

4,840

 

4,840

 

Purchase of property, plant and equipment

 

(81)

 

(77)

 

(955)

 

Disposal of property, plant and equipment

 

25

 

4

 

4

 

Interest received

 

28

 

25

 

50

 

 

 

 

 

 

 

 

 

Net cash generated from/(used by) investing activities

 

 

452

 

(4,889)

 

(784)

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

Interest paid

 

(70)

 

(76)

 

(172)

 

Purchase of own shares (treasury shares)

10

-

 

(180)

 

(180)

 

Net repayment of borrowings

 

(519)

 

(170)

 

(104)

 

 

 

 

 

 

 

 

 

Net cash used by financing activities

 

 

(589)

 

(426)

 

(456)

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash

 

 

1,957

 

(5,086)

 

(248)

 

Cash at beginning of period

 

 

11,967

 

12,215

 

12,215

Foreign exchange revaluation of opening cash

 

 

62

 

-

 

-

 

 

 

 

 

 

 

 

Cash at end of period

 

 

13,986

 

7,129

 

11,967

 

 

 

 

 

 

 

 

 

 

Volvere plc

 

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

 

1          Financial information

 

The financial information for the period ended 30 June 2016 and the comparative figures for the period ended 30 June 2015 have not been reviewed or audited by the Group's auditors and have been prepared on the basis of the accounting policies adopted by the Group under IFRS.  The same accounting policies and methods of computation are followed in the interim financial report as published by the Company on 26 May 2016 in its annual financial statements, which are available on the Company's website at www.volvere.co.uk.

 

The comparative figures for the year ended 31 December 2015 have been prepared under IFRS.  They do not constitute statutory accounts as defined by the Companies Act 2006.  The accounts for the 12 months ended 31 December 2015 received an unmodified auditor's report and have been filed with the Registrar of Companies.

 

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

 

2          Operating segments

 

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

 

Analysis by business segment:

 

 

 

 

 

 

 

 

 

Period ended 30 June 2016

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

 

Revenue

 

8,164

 

168

 

20

 

6,192

 

14,544

 

-

 

14,544

 

 

 

 

 

 

 

 

Profit/(loss) before tax(1)

 

521

 

55

 

(458)

 

129

 

247

 

-

 

247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period ended 30 June 2015 (re-presented)

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

 

Revenue

 

3,880

 

139

 

-

 

6,487

 

10,506

 

6,389

 

16,895

 

 

 

 

 

 

 

 

Profit/(loss) before tax(1)

 

(43)

 

51

 

147

 

307

 

462

 

332

 

794

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December 2015

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

 

 

 

 

 

 

 

 

 

Revenue

 

12,077

 

311

 

-

 

15,476

 

27,864

 

12,823

 

40,687

 

 

 

 

 

 

 

 

Profit/(loss) before tax(1)

 

583

 

118

 

(946)

 

1,588

 

1,343

 

5,667(2)

 

7,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 30 June 2016

 

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

 

 

 

 

 

 

 

 

Assets

4,388

242

18,272

8,925

31,827

-

31,827

Liabilities/provisions

(2,746)

(202)

(236)

(3,955)

(7,139)

-

(7,139)

 

 

 

 

 

 

 

 

Net assets(3)

1,642

40

18,036

4,970

24,688

-

24,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 30 June 2015

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

 

 

 

 

 

 

 

 

Assets

3,953

76

10,916

8,904

23,849

4,058

27,907

Liabilities/provisions

(2,446)

(128)

(142)

(3,611)

(6,327)

(2,655)

(8,982)

 

 

 

 

 

 

 

 

Net assets(3)

1,507

(52)

10,774

5,293

17,522

1,403

18,925

 

 

 

 

 

 

 

 

 

As at 31 December 2015

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

 

 

 

 

 

 

 

 

Assets

5,095

148

16,277

10,163

31,683

-

31,683

Liabilities/provisions

(2,600)

(163)

(339)

(4,287)

(7,389)

-

(7,389)

 

 

 

 

 

 

 

 

Net assets(3)

2,495

(15)

15,938

5,876

24,294

-

24,294

 

 

 

 

 

 

 

 

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

(2) discontinued segment result stated after tax

 (3) assets and liabilities stated excluding intra-Group balances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months to 30 June 2016

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

Capital spend

24

-

-

57

81

-

81

Depreciation

21

-

1

198

220

-

220

Amortisation/

Impairment

 

16

 

-

 

-

 

-

 

16

 

-

 

16

Interest income (non-Group)

-

-

28

-

28

-

28

Interest expense (non-Group)

17

-

-

53

70

-

70

Tax expense

82

-

-

-

82

-

82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months to 30 June 2015

(re-presented)

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

Capital spend

2

-

-

53

55

22

77

Depreciation

7

-

-

164

171

45

216

Amortisation/

Impairment

 

8

 

-

 

-

 

-

 

8

 

-

 

8

Interest income (non-Group)

-

-

25

-

25

-

25

Interest expense (non-Group)

11

-

-

65

76

-

76

Tax expense

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December 2015

 

Automotive consulting

£'000

 

Security solutions

£'000

Investing and management services

£'000

 

Food manufacturing

£'000

 

Total continuing

£'000

 

 

Discontinued

£'000

 

 

Total

£'000

Capital spend

25

1

1

821

                848

108

956

Depreciation

26

-

1

343

370

91

461

Amortisation/

Impairment

 

89

 

-

 

-

 

-

 

89

 

-

 

89

Interest income (non-Group)

-

-

50

-

50

-

50

Interest expense (non-Group)

38

-

-

134

172

-

172

Tax expense

58

-

-

277

335

250(4)

585

 

 

 

 

 

 

 

 

                 

(4) included in profit from discontinued operations after tax

 

 

 

 

 

 

 

 

 

 

 

Geographical analysis:

 

 

 

External revenue by location of customers

 

 

Non-current assets by location of assets

 

6 months to

30 June

2016

6 months to

30 June

2015

Year ended

31 December 2015

 

30 June

2016

 

30 June

2015

 

31 December 2015

 

£'000

£'000

(re-presented)

£'000

£'000

£'000

(re-presented)

£'000

 

 

 

 

 

 

 

UK

12,718

9,444

25,039

5,984

5,420

6,224

Rest of Europe

1,106

852

1,761

-

-

-

Other

720

210

1,064

-

-

-

 

 

 

 

 

 

 

 

14,544

10,506

27,864

5,984

5,420

6,224

 

3          Other gains and losses

 

The Company's unrealised treasury investment losses of £611,000 (as at 31 December 2015) were partly reversed during the period as the underlying investment values recovered.  The gain of £188,000 in the period has been dealt with through reserves.  In the prior period the Company realised profits of £428,000 on its investment portfolio (of which £318,000 had been recognised through revaluation prior to the start of the period and which were then reclassified to profit, as set out in the consolidated statement of comprehensive income).

 

4          Finance expense/income

 

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

 

5          Earnings per share

 

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

 

 

6 months to

30 June

2016

£'000

6 months to

30 June

2015

£'000

Year ended

31 December

2015

£'000

Earnings for the purposes of earnings per share:

 

 

 

 

 

 

 

From continuing operations

99

400

832

From discontinued operations

-

252

5,667

Total

99

652

6,499

 

 

 

 

 

 

No.

 

No.

 

No.

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

 

 

 

Weighted average number of ordinary shares in issue

4,085,958

4,097,229

4,091,547

Dilutive effect of potential ordinary shares

-

-

-

Weighted average number of ordinary shares for diluted EPS

4,085,958

4,097,229

4,091,547

 

 

 

 

 

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

 

6          Share-based payment

 

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

 

7          Profit from discontinued operations

 

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

 

8          Business combination

 

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

 

9          Non-controlling interests

 

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

 

 

30 June

2016

£'000

30 June

2015

£'000

31 December 2015

£'000

 

 

 

 

NMT Group Limited

74

75

74

Shire Foods Limited

992

857

972

JMP Consultants Limited

-

351

-

Impetus Automotive Limited

67

-

-

 

1,133

1,283

1,046

 

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

 

10        Purchase of own shares

 

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

 

11        Dividend

 

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

 

- Ends -


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