REG - Volvere PLC - Interim Results <Origin Href="QuoteRef">VLE.L</Origin> - Part 1

VolvereAnnouncement

29/10/2014 13:20

RNS Number : 1951S
Volvere PLC
22 September 2014
Press Release
22 September 2014
Volvere plc
("Volvere" or the "Group")
Interim Results for the six months ended 30 June 2014
Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its Interim Results for the six months ended 30 June 2014.
Highlights
 million except where stated
As at
30 June 2014
As at
30 June 2013
As at 31
December 2013
Consolidated net assets per share
(excluding non-controlling interests)2
3.93
3.46
4.00
Group net assets
17.1
16.9
17.6
Cash and marketable securities
12.2
12.3
12.2





Six months ended
Year Ended

30 June
2014
30 June 20131
31 December
2013
Group revenue from continuing businesses
9.8
4.5
16.1
Group (loss)/profit before tax from continuing operations
(0.29)
(0.42)
0.51
Group (loss)/profit before tax from continuing operations before one-off share-based payment expense and gain on bargain acquisition
(0.14)
(0.42)
0.09
Note
1  June 2013 comparatives have been re-presented where appropriate to exclude the results of discontinued operations
2 Based on respective period end shares in issue of 4,155,958, 4,717,791 and 4,259,958
 JMP performance satisfactory following acquisition in 2013, with revenue and underlying profit before tax of 5.6 million and 0.35 million respectively
 Shire Foods losses reduced to 0.18 million on increased revenue of 4.1 million
 Balance sheet remains strong with high liquidity
For further information:
Volvere plc

Jonathan Lander, CEO
Tel: +44 (0) 20 7634 9707
www.volvere.co.uk
N+1 Singer
Aubrey Powell
Richard Salmond
Tel: + 44 (0) 20 7496 3000
 

Chairman's Statement
I am pleased to report steady progress for the Group in the first half of 2014. Our net assets per share were 3.93, slightly lower than at the end of 2013 (when they were 4.00) due to certain non-recurring charges. The current environment is producing regular investment opportunities and we are actively looking at growing the portfolio. Our existing businesses continued to show positive progress and that, combined with our strong balance sheet, gives us confidence for the future.
David Buchler
Chairman
22 September 2014
Chief Executive's Statement
I am pleased to report a broadly encouraging result in the first half of 2014. The performance of each of the Group's segments is set out below.
Transport planning and engineering consultancy
This segment comprises JMP Consultants Limited ("JMP"), which the Group acquired in May 2013. JMP provides transport planning and other property and engineering consultancy services to both the public and private sectors.
Following the integration of JMP into the Group last year, we have continued to invest in both people and systems to provide a robust platform for growth. Revenue for the first half of 2014 was 5.61 million, compared to 7.41 million for the 7 month period ended 31 December 2013 (30 June 2013: 1.26 million). The profit before tax and Group interest charges was satisfactory at 0.2 million (30 June 2013: 0.19 million, 31 December 2013: 1.11 million). This period's result is after a non-cash share-based payments charge of 0.16 million relating to the management incentive scheme described below. In addition, the result for the year ended 31 December 2013 was boosted by one-off acquisition-related credits of 0.57 million. The underlying result for 2013 was 0.54 million. Given the current workload on hand, we believe that performance will be enhanced in the second part of the year.
In January 2014, our holding in JMP was reduced to 75% following implementation of a management incentive scheme. Whilst this reduced the net assets attributable to Volvere shareholders, it served to align our interests with those of JMP's management.
JMP's staff have worked hard in a client environment that is encouragingly active but which continues to be conscious of spend levels. As with any consultancy, the relationships of our people with our clients and the quality of the work that they do are paramount in developing an enduring, profitable business. JMP has a long track record in its sector and we remain confident about its future.
Security solutions
Sira Defence and Security Limited ("SDS"), our security solutions business, continued to make modest progress compared to the prior period with increased revenue of 0.15 million (30 June 2013: 0.10 million, 31 December 2013: 0.18 million). The breakeven performance in the comparable period (and indeed whole) of 2013 was much improved in 2014, with a profit before interest and tax of 0.06 million. SDS remains small, but we continue to pursue opportunities for widening its installed base and are encouraged by the structural changes taking place in the UK judicial sector where efficiency requirements are increasing the opportunities for SiraView, our digital CCTV viewing software.
Food manufacturing
This segment comprises Shire Foods Limited ("Shire"), the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired during 2011.
The revenue and the loss before tax for the period were 4.07 million and 0.18 million respectively (30 June 2013: 3.14 million, loss 0.36 million, 31 December 2013 8.53 million, profit 0.12 million).
Since acquisition we have grown the client base whilst maintaining Shire's reputation for quality and competitiveness. As a result, the financial performance of Shire has continued to improve in 2014 as new client lines were launched.
Shire's revenue and profitability is weighted towards the end of the calendar year when the colder months lead to an increase in sales. Product launches that commenced during the first half of 2014 are also expected to contribute more fully to the second half of the year as ranges become established.
As Shire moves from the turnaround to the growth phase we are seeking to put in place the foundations for Shire's continued development by further investment in its site. We are expecting to achieve this through an increase in third party debt in Shire. This has only been possible because of Shire's improved financial performance.
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 0.28 million. This brings the aggregate value of shares purchased as of 30 June 2014 to 5.73 million.
Acquisitions and future strategy
The positive UK economic environment is providing a useful trading backdrop for the existing businesses in the Group. However, we continue to receive and review an encouraging number of distressed opportunities from a range of sources as investors and lenders review their portfolios. Our resources inevitably mean we are focused on small to medium-sized opportunities but that is something that has served us well to date. I look forward to making further progress in the second half of 2014.
Jonathan Lander
Chief Executive
22 September 2014

Financial Review
This financial review covers the Group's performance during the period ended 30 June 2014. It should be read in conjunction with the Chairman's and Chief Executive's Statements.
The comparable period to 30 June 2013 has been re-presented to reflect the disposal of Interactive Prospect Targeting Limited ("IPT") in December 2013. The results for IPT have been re-presented as discontinued operations in that earlier comparable period, as well as having been treated as such for the year ended 31 December 2013.
Revenue and operating performance
The Group's revenue for the period was 9.83 million, an increase of 5.32 million over the prior period (30 June 2013: 4.51 million; 31 December 2013: 16.14 million). This increase was principally due to revenue growth of 0.93 million in Shire Foods Limited ("Shire") coupled with the inclusion of JMP Consultants Limited ("JMP") for the whole of the first half (accounting for additional revenue of 4.35 million).
The Group operating loss for the period, stated after a one-off share-based payment expense of 0.16 million, was 0.29 million (30 June 2013: loss 0.54 million, 31 December 2013: profit 0.05 million, stated after a one-off gain on bargain acquisition of 0.42 million). The improvement reflects the contribution made by JMP for the longer period as well improved performances in each of Shire and Sira Defence & Security Limited ("SDS"). Further comment on each segment is set out below.
There were certain costs incurred in 2014 (amounting to 0.18 million) relating to the disposal of IPT and which have been disclosed as relating to discontinued operations in the consolidated income statement.
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.
Transport planning and engineering consultancy
JMP was acquired during May 2013 and its results for the period ended 30 June 2013 therefore represented approximately 6 weeks trading. A summary of JMP's recent financial performance is set out in Table A below.
Table A


6monthsto
30 June
2014
14 May to
30 June
2013
14 May to
31 December
2013



000
000
000
Revenue
5,610
1,256
7,413




Profit before tax and Group interest charges
196
193
1,114
Pro-forma adjustments:



Gain on bargain acquisition
-
-
(417)
One-off fees earned relating to acquisition
(4)
-
(150)
Share-based payment expense
158
-
-
Total adjustments
154
-
(567)




Underlying profit before tax and Group interest charges
350
193
547
At the period end the Group had working capital loans (including accrued interest) outstanding to JMP of 0.98 million. JMP's unaudited net assets at the period end (stated before deduction of the Group loans) were 1.94 million.
Security solutions
SDS' performance improved in the period, with revenue of 0.15 million (30 June 2013: 0.10 million, 31 December 2013: 0.18 million). The profit before tax was 0.06 million, compared with breakeven results for the prior period and year. The improved performance enabled SDS to repay 0.10 million of Group loans, leaving a balance of 0.09 million outstanding.
Food manufacturing
A summary of Shire's recent financial performance is set out in Table B below.
Table B
6 months to
30 June
2014
6 months to
30 June
2013
12 months to
31 December
2013
12 months to
31 December
2012
29 July to
31 December
2011

000
000
000
000
000
Revenue
4,069
3,142
8,531
6,166
3,322






(Loss)/profit before tax
(183)
(361)
117
(441)
(669)
Profitability is heavily dependent on the revenue generated in the second half of a year. In spite of this, however, the loss for the first half of 2014 reduced by 49% compared to the first half of 2013. 
Shire has secured an increased invoice discounting facility which will help support the growth in sales. The Group does, however, continue to provide working capital loans to meet (in particular) inventory growth to provide buffer capacity - and this year the requirement for that has increased as a result of the growth in sales. At 30 June 2014 the Group's loans outstanding were 1.91 million (30 June 2013: 1.52 million, 31 December 2013: 2.37 million) which with the equity and related intellectual property investments made of 0.53 million and 0.44 million respectively, brings the Group's total amount invested to 2.88 million.
The creditors' voluntary arrangement ("CVA") which Shire entered into in January 2012 is scheduled to complete early in 2015. Assuming it runs to its full term, this will reduce unsecured liabilities at that time by approximately 0.85 million. Until such time as these sums have been paid, the CVA creditor liabilities remain in the statement of financial position (at 30 June 2014: 0.92 million). 
Shire's unaudited net assets, stated before deducting the Group loans referred to above (but after deducting
the CVA creditor), amounted to 4.08 million as at 30 June 2014 (of which 20% is attributable to non-controlling interests). Since the period end the Group has continued to make further loans to Shire to meet working capital requirements for the second half of 2014.
Investment revenues and Other gains and losses
During 2013 the Group held available for sale investments which generated investment income of 0.26 million and which, upon their disposal in 2013, resulted in gains on sale of 0.30 million. In 2014 the Group has held the majority of its funds for investment in cash.
Discontinued operations
In the first half of 2014 there were costs amounting to 0.18 million incurred relating to the disposal of IPT and which have been classified as relating to discontinued operations. There are no such further costs expected.
Statement of financial position
Cash and cash equivalents
Cash at the period end was 11.13 million (30 June 2013: 2.09 million, 31 December 2013: 11.28 million). The increase in cash compared to the comparable interim reporting period reflects the disposal of certain available for sale investments in the second half of 2013. 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 1.04 million (30 June 2013: 10.21 million, 31 December 2013: 0.96 million); the base cost of these investments was 0.69 million (31 December 2013: 0.69 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 yields.
Loss per share and share capital
The basic and diluted loss per ordinary share from continuing operations was 8.09 pence (6 months ended 30 June 2013: basic and diluted loss per share 7.37 pence, Year ended 31 December 2013: basic and diluted earnings per share 10.68 pence and 10.66 pence respectively). Total basic and diluted loss per ordinary share for the period was 12.30 pence (6 months ended 30 June 2013: basic and diluted loss per share 19.09 pence, Year ended 31 December 2013: basic and diluted earnings per share 15.14 pence and 15.11 pence respectively). 
During the period the Group purchased a further 104,000 Ordinary Shares of 0.0000001 each, which were subsequently held in treasury, for a total consideration including costs of 0.28 million, representing an average price per Ordinary Share of 267 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 security solutions and transport planning and engineering 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.
In the food manufacturing segment, there is a dependency on a small number of customers and a reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially. 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 sector order intake, manufacturing output and sales are monitored weekly and reported monthly; in the transport planning & engineering segment staff utilisation, amounts billed to clients and cash collected are closely monitored; order intake is monitored weekly and reported monthly in respect of the security solutions segment.
Nick Lander
Chief Financial & Operating Officer
22 September 2014


Consolidated income statement

Note
6 months to
30 June
2014
6 months to
30 June
2013
(re-presented)
Year ended
31
December
2013


'000
'000
'000
Continuing operations




Revenue

9,830
4,511
16,137
Cost of sales

(6,609)
(3,643)
(11,497)





Gross profit

3,221
868
4,640




Distribution costs

(293)
(208)
(523)
Administrative expenses




- Before gain on bargain acquisition

(3,055)
(1,204)
(4,486)
- Gain on bargain acquisition

-
-
417
- Share-based payment expense
3
(158)
-
-
Administrative expenses

(3,213)
(1,204)
(4,069)





Operating (loss)/profit

(285)
(544)
48





Investment revenues

35
164
261
Other gains and losses
4
-
-
304
Finance expense
5
(70)
(68)
(139)
Finance income
5
26
25
34





(Loss)/profit before tax

(294)
(423)
508
Tax

-
-
-
(Loss)/profit for the period from continuing operations

(294)
(423)
508





Discontinued operations




(Loss)/profit for the period from discontinued operations after tax
6
(177)
(1,226)
203





(Loss)/profit for the period

(471)
(1,649)
711





Attributable to:




- Equity holders of the parent

(517)
(909)
689
- Non-controlling interests
8
46
(740)
22







(471)
(1,649)
711





(Loss)/profit per share
7








Continuing operations




- Basic (pence)

(8.09)p
(7.37)p
10.68p 
- Diluted (pence)

(8.09)p
(7.37)p
10.66p 





Discontinued operations




- Basic (pence)

(4.21)p
(11.72)p
4.46p
- Diluted (pence)

(4.21)p
(11.72) p
4.45p





Total




- Basic (pence)

(12.30)p
(19.09)p
15.14p 
- Diluted (pence)

(12.30)p
(19.09)p
15.11p 







Consolidated statement of comprehensive income


6monthsto
30 June
2014
6 months to
30 June
2013
Year ended
31
December
2013


'000
'000
'000





(Loss)/profit for the period

(471)
(1,649)
711





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)

85
(494)
(27)
- reclassification to profit

-
-
-





Other comprehensive income

85
(494)
(27)





Total comprehensive income for the period

(386)
(2,143)
684





Attributable to:









Equity holders of the parent

(432)
(1,403)
662
Non-controlling interests

46
(740)
22







(386)
(2,143)
684







Consolidated statement of changes in equity
Six months to 30 June 2014
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
-
-
85
-
-
85
-
85
Loss for the period
-
-
-
-
(517)
(517)
46
(471)
Total comprehensive income for the period
-
-
85
-
(517)
(432)
46
(386)
Balance at 1 January 2014
50
3,640
257
-
13,094
17,041
542
17,583
Transactions with owners:
Purchase of own shares
-
-
-
-
(278)
(278)
-
(278)
Issue of shares to non-controlling interests for no consideration
-
-
-
-
-
-
158
158
Total transactions with owners
-
-
-
-
(278)
(278)
158
(120)
Balance at 30 June 2014
50
3,640
342
-
12,299
16,331
746
17,077
Six months to 30 June 2013
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
-
-
(494)
-
-
(494)
-
(494)
Loss for the period
-
-
-
-
(909)
(909)
(740)
(1,649)
Total comprehensive income for the period
-
-
(494)
-
(909)
(1,403)
(740)
(2,143)
Balance at 1 January 2013
50
3,636
284
-
14,021
17,991
1,477
19,468
Transactions with owners:
Dividends paid to non-controlling interests
-
-
-
-
-
-
(120)
(120)
Purchase of own shares
-
-
-
-
(275)
(275)
-
(275)
Total transactions with owners
-
-
-
-
(275)
(275)
(120)
(395)
Balance at 30 June 2013
50
3,636
(210)
-
12,837
16,313
617
16,930
Year ended 31 December 2013
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
-
-
(27)
-
-
(27)
-
(27)
Profit for the year
-
-
-
-
689
689
22
711
Total comprehensive income for the year
-
-
(27)
-
689
662
22
684
Balance at 1 January 2013
50
3,636
284
-
14,021
17,991
1,477
19,468
Transactions with owners:
Dividends paid to non-controlling interests
-
-
-
-
-
-
(120)
(120)
Issue of shares
-
4
-
-
-
4
-
4
Purchase of own shares
-
-
-
-
(1,616)
(1,616)
-
(1,616)
Disposal of discontinued operations
-
-
-
-
-
-
(837)
(837)
Total transactions with owners
-
4
-
-
(1,616)
(1,612)
(957)
(2,569)
Balance at 31 December 2013
50
3,640
257
-
13,094
17,041
542
17,583


Consolidated statement of financial position


30 June
2014
30 June
2013
31 December
2013

Note
'000
'000
'000
Assets




Non-current assets




Goodwill
6
-
305
-
Goodwill - negative

-
(166)
-
Other intangible assets

-
417
-
Property, plant & equipment

5,544
5,631
5,531





Total non-current assets

5,544
6,187
5,531





Current assets




Inventories

1,228
447
688
Trade and other receivables

4,460
4,885
4,823
Cash and cash equivalents

11,125
2,092
11,280
Available for sale investments

1,040
10,205
955





Total current assets

17,853
17,629
17,746





Total assets

23,397
23,816
23,277





Liabilities




Current liabilities




Loans and other borrowings

(815)
(818)
(817)
Finance leases

(141)
(126)
(121)
Trade and other payables

(3,607)
(3,899)
(2,893))





Total current liabilities

(4,563)
(4,843)
(3,831)





Non-current liabilities




Loans and other borrowings

(883)
(1,008)
(946)
Finance leases

(23)
(116)
(57)
Trade and other payables

(851)
(919)
(860)





Total non-current liabilities

(1,757)
(2,043)
(1,863)










Total liabilities

(6,320)
(6,886)
(5,694)





NET ASSETS

17,077
16,930
17,583





Equity




Share capital

50
50
50
Share premium account

3,640
3,636
3,640
Revaluation reserve

342
(210)
257
Share option reserve

-
-
-
Retained earnings

12,299
12,837
13,094





Capital and reserves attributable to equity holders of the Company

16,331
16,313
17,041
Non-controlling interests
8
746
617
542





TOTAL EQUITY

17,077
16,930
17,583







Consolidated statement of cash flows


6 months to 30 June 2014
6 months to 30 June 2014
6 months to 30 June 2013
(re-presented)
6 months to 30 June 2013
(re-presented)
Year ended 31 December 2013
Year ended 31 December 2013

Note
'000
'000
'000
'000
'000
'000








(Loss)/profit for the period


(294)

(423)

508
Adjustments for:







Investment revenues

(35)

(164)

(261)

Other gains and losses
4
-

-

(304)

Finance expense
5
70

68

139

Finance income
5
(26)

(25)

(34)

Tax charge

-

-

-

Depreciation

206

166

344

Amortisation/impairment of intangible assets

-

12

429

Gain on bargain acquisition

-

-

(417)

Share-based payment expense

158

-

-












373

57

(104)








Operating cash flows before movements in working capital


79

(366)

404








Decrease/(increase) in trade and other receivables


363

(1,336)

(1,858)
Increase in trade and other payables


705

849

1,157
Increase in inventories


(540)

(76)

(317)








Cash used by continuing operations


607

(929)

(614)








Net cash used by discontinued operations


-

(46)

(335)
















Net cash from/(used by) operations


607

(975)

(949)








Investing activities







Proceeds from disposal of discontinued operations net of cash sold

-

-

769

Disposal costs relating to discontinued business
6
(177)

-

-

Acquisition of business

-

(533)

(415)

Purchase of available for sale investments

-

(9,717)

(11,631)

Income from available for sale investments

35

164

261

Disposal of available for sale investments

-

-

11,934

Purchases of property, plant and equipment

(219)

(17)

(333)

Purchase of intangible assets

-

-

-

Interest received

26

25

34









Net cash (used in)/generated from investing activities


(335)

(10,078)

619








Financing activities







Interest paid

(70)

(68)

(139)

Purchase of own shares (treasury shares)
9
(278)

(275)

(1,616)

Repayment of borrowings

(79)

(22)

(149)

Dividend paid to non-controlling interest

-

(120)

(120)

Issue of shares

-

-

4









Net cash used in financing activities


(427)

(485)

(2,020)








Net (decrease)/increase in cash and cash equivalents


(155)

(11,538)

(2,350)
Cash and cash equivalents at beginning of period


11,280

13,630

13,630








Cash and cash equivalents at end of period


11,125

2,092

11,280









Volvere plc
Notes forming part of the unaudited interim results for the period ended 30 June 2014
1 Financial information
The financial information for the period ended 30 June 2014 and the comparative figures for the period ended 30 June 2013 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 28 May 2014 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 2013 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 2013 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: Abacus House, 33 Gutter Lane, London, EC2V 8AS and on its website www.volvere.co.uk.
2 Operating segments
Analysis by business segment (excluding inter-segment trading and balances):
Six months ended 30 June 2014






Transport planning and engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total continuing
'000
Discontinued
'000
Total
'000
Revenue
5,610
151
-
4,069
9,830
-
9,830

Profit/(loss) before tax (note (a))
196
61
(368)
(183)
(294)
(177)
(471)

Note (a) The profit before tax in respect of the Transport planning and engineering segment is stated after a share-based payment expense of 158,000. This is explained further in Note 2 below.





Six months ended 30 June 2013 (re-presented)





Transport planning and
engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total continuing
'000
Discontinued
'000
Total
'000








-
Revenue
1,256
101
12
3,142
4,511
4,155
8,666

Profit/(loss) before tax
193
-
(255)
(361)
(423)
(376)
(799)









Year ended 31 December 2013





Transport planning and engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total continuing
'000
Discontinued
'000
Total
'000
Revenue
7,413
176
17
8,531
16,137
7,252
23,389

Profit/(loss) before tax (Note (b)
1,114
1
(724)
 117
508
203
711

Note (b) The profit before tax in respect of the Transport planning and engineering segment is stated after a one-off gain on bargain acquisition of 417,000.
At 30 June 2014








Transport planning and engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total
continuing
'000
Discontinued
'000
Total 
'000








Assets
4,070
64
11,390
7,873
23,397
-
23,397
Liabilities
(2,130)
(129)
(272)
(3,789)
(6,320)
-
(6,320)

Net assets
1,940
(65)
11,118
4,084
17,077
-
17,077








At 30 June 2013 (re-presented)







Transport planning and engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total
continuing
'000
Discontinued
'000
Total 
'000








Assets
2,629
93
12,106
7,208
22,036
1,780
23,816
Liabilities
(1,169)
(120)
(289)
(3,833)
(5,411)
(1,475)
(6,886)

Net assets
1,460
(27)
11,817
3,375
16,625
305
16,930

At 31 December 2013







Transport planning and engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total
continuing
'000
Discontinued
'000
Total 
'000








Assets
3,378
80
11,562
8,257
23,277
-
23,277
Liabilities
(1,791)
(105)
(295)
(3,503)
(5,694)
-
(5,694)

Net assets
1,587
(25)
11,267
4,754
17,583
-
17,583









Six months ended 30 June 2014





Transport planning and engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total
continuing
'000
Discontinued
'000
Total
'000
Capital spend
165
-
-
54
219
-
219
Depreciation
38
1
5
162
206
-
206
Amortisation/
Impairment
-
-
-
-
-
-
-









Six months ended 30 June 2013 (re-presented)





Transport planning and engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total
continuing
'000
Discontinued
'000
Total
'000
Capital spend
-
-
-
17
17
67
84
Depreciation
2
1
2
161
166
68
234
Amortisation/
Impairment
-
-
12
-
12
-
12

Year ended 31 December 2013






Transport planning and engineering
'000
Security solutions
'000
Investing and management services
'000
Food manufacturing
'000
Total
continuing
'000
Discontinued
'000
Total
'000
Capital spend
167
1
2
96
266
67
333
Depreciation
18
2
4
320
344
107
451
Amortisation/
Impairment
-
-
-
429
429
-
429

Geographical analysis:

External revenue by location of customers
Non-current assets (excluding deferred tax) by location of assets

6 months to
30 June
2014
6 months to
30 June
2013
Year ended
31 December 2013
30 June
2014
30 June
2013
31 December 2013

'000
'000
'000
'000
'000
'000







UK
9,460
4,511
15,226
5,544
6,187
5,531
Rest of Europe
220
-
399
-
-
-
Other
150
-
512
-
-
-








9,830
4,511
16,137
5,544
6,187
5,531







3 Share-based payment expense
In January 2014 the Group's then 100%-owned subsidiary, JMP Consultants Limited ("JMP"), issued shares for negligible consideration to certain management. JMP has the right to re-purchase the shares issued in certain prescribed circumstances but the holders of such shares would participate in the event of a disposal of JMP by the Group. This share issue has been accounted for under IFRS2 as a share-based payment with the fair value assessed at the date the shares were issued. This has given rise to a one-off non-cash expense of 158,000 in the income statement for the period (and which is included in the Transport planning and engineering segment result in note 2). Following this, the Group's interest in JMP has reduced to 75%.
4 Other gains and losses
There were no other gains and losses in the period. In the year ended 31 December 2013 the other gains and losses were gains arising on investments disposed of in the year pursuant to the Company's investing and treasury management policies.
5 Finance expense/income
The Group's finance expense relates to the debt servicing costs in the Group's subsidiary, Shire Foods Limited, offset by interest earned on the Group's cash deposits.
6 Discontinued operations
The Group's stake in Interactive Prospect Targeting Limited (IPT) was sold in December 2013 for a cash consideration of 900,000. There were costs of 177,000 relating to the disposal arising in 2014 and which have been classified as relating to discontinued operations on the income statement. The balance of 305,000 in goodwill as at 30 June 2013 related solely to IPT (being the difference between the fair value of the consideration paid and the fair value of the net assets acquired in 2008).
7 Loss per share
The calculation of the basic and diluted loss per share is based on the following data:

6monthsto
30 June
2014
'000
6monthsto
30 June
2013
'000
Yearended
31December
2013
'000
(Loss)/earnings for the purposes of earnings per share:







From continuing operations
(340)
(351)
486
From discontinued operations
(177)
(558)
203
Total
(517)
(909)
689





No.
No.
No.
Weighted average number of ordinary shares for the purposes of earnings per share:



Weighted average number of ordinary shares in issue
4,200,693
4,762,893
4,548,805
Dilutive effect of potential ordinary shares
-
-
9,899
Weighted average number of ordinary shares for diluted EPS
4,200,693
4,762,893
4,558,704




There were no outstanding share options in issue at the period end (30 June 2013: 34,000; 31 December 2013: 31,000).
8 Non-controlling interests
The non-controlling interests of 746,000 relate to the net assets attributable to the shares not held by the Group at 30 June 2014 in the following subsidiary undertakings:

30 June 
2014
'000
30 June 
2013
'000
31December 2013
'000




NMT Group Limited
76
77
76
Interactive Prospect Targeting Limited
-
165
-
Shire Foods Limited
429
375
466
JMP Consultants Limited
241
-
-

746
617
542




9 Purchase of own shares
During the period the Company acquired 104,000 of its own Ordinary shares for a total consideration of 278,000. This brings the total number of Ordinary shares held in treasury to 2,051,116. The number of shares in issue, excluding treasury shares, at the period end was 4,155,958.
10 Dividend
The Board is not recommending the payment of an interim dividend for the period ended 30 June 2014.
- Ends -

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