REG - Volvere PLC - Interim Results <Origin Href="QuoteRef">VLE.L</Origin> - Part 2
28/09/2015 07:02
- Part 2: For the preceding part double click ID:nRSb3222Aa
Acquisition of business net of cash acquired 9 (948) - -
Purchase of available-for-sale investments (8,734) - (3,732)
Income from available-for-sale investments 66 35 65
Disposal of available-for-sale investments 4,840 - 3,997
Purchases of property, plant and equipment (77) (219) (245)
Proceeds from disposal of property, plant and equipment 4
Purchase of intangible assets (65) - -
Interest received 25 26 50
Net cash (used in)/generated from investing activities (4,889) (158) 135
Financing activities
Interest paid (76) (70) (156)
Purchase of own shares (treasury shares) 11 (180) (278) (307)
Net (repayment of)/ increase in borrowings (170) (79) 937
Net cash from/(used in) financing activities (426) (427) 474
Net (decrease)/increase in cash and cash equivalents (5,086) (155) 935
Cash and cash equivalents at beginning of period 12,215 11,280 11,280
Cash and cash equivalents at end of period 7,129 11,125 12,215
Volvere plc
Notes forming part of the unaudited interim results for the period ended 30
June 2015
1 Financial information
The financial information for the period ended 30 June 2015 and the
comparative figures for the period ended 30 June 2014 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 2015 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 2014 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 2014
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: 27-32 Old Jewry, London EC2R 8DQ and on its
website www.volvere.co.uk.
2 Operating segments
Analysis by business segment (excluding intra-group management and interest
charges and balances):
Six months ended 30 June 2015
Automotive consulting£'000 Transport planning and engineering£'000 Security solutions£'000 Investing and management services£'000 Food manufacturing£'000 Total continuing£'000 Discontinued£'000 Total£'000
Revenue 3,880 6,389 139 - 6,487 16,895 - 16,895
Profit/(loss) before tax (43) 332 51 147 307 794 - 794
Six months ended 30 June 2014
Automotive consulting£'000 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, which is explained further in Note 3 below.
Year ended 31 December 2014
Automotive consulting£'000 Transport planning and engineering£'000 Security solutions£'000 Investing and management services£'000 Food manufacturing£'000 Total continuing£'000 Discontinued£'000 Total£'000
Revenue - 11,761 253 - 12,134 24,148 - 24,148
Profit/(loss) before tax(note (b)) - 450 81 (534) 1,651 1,648 (177) 1,471
Note (b) The profit before tax in respect of the Transport planning and
engineering segment is stated after a share-based payment expense of £158,000,
which is explained further in Note 3 below. The result for the food
manufacturing segment includes an exceptional credit of £852,000 as set out in
Note 7 below.
At 30 June 2015
Automotive consulting£'000 Transport planning and engineering£'000 Security solutions£'000 Investing and management services£'000 Food manufacturing£'000 Totalcontinuing£'000 Discontinued£'000 Total £'000
Assets 3,953 4,058 76 10,916 8,904 27,907 - 27,907
Liabilities (2,446) (2,655) (128) (142) (3,611) (8,982) - (8,982)
Net assets 1,507 1,403 (52) 10,774 5,293 18,925 - 18,925
At 30 June 2014
Automotive consulting£'000 Transport planning and engineering£'000 Security solutions£'000 Investing and management services£'000 Food manufacturing£'000 Totalcontinuing£'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 31 December 2014
Automotive consulting£'000 Transport planning and engineering£'000 Security solutions£'000 Investing and management services£'000 Food manufacturing£'000 Totalcontinuing£'000 Discontinued£'000 Total £'000
Assets - 4,526 33 11,932 9,553 26,044 - 26,044
Liabilities - (2,817) (166) (256) (3,806) (7,045) - (7,045)
Net assets - 1,709 (133) 11,676 5,747 18,999 - 18,999
Six months ended 30 June 2015
Automotive consulting£'000 Transport planning and engineering£'000 Security solutions£'000 Investing and management services£'000 Food manufacturing£'000 Totalcontinuing£'000 Discontinued£'000 Total£'000
Capital spend 2 22 - - 53 77 - 77
Depreciation 7 45 - - 164 216 - 216
Amortisation/Impairment 8 - - - - 8 - 8
Six months ended 30 June 2014
Automotive consulting£'000 Transport planning and engineering£'000 Security solutions£'000 Investing and management services£'000 Food manufacturing£'000 Totalcontinuing£'000 Discontinued£'000 Total£'000
Capital spend - 165 - - 54 219 - 219
Depreciation - 38 1 5 162 206 - 206
Amortisation/Impairment - - - - - - - -
-
Year ended 31 December 2014
Automotive consulting£'000 Transport planning and engineering£'000 Security solutions£'000 Investing and management services£'000 Food manufacturing£'000 Totalcontinuing£'000 Discontinued£'000 Total£'000
Capital spend - 163 - - 82 245 - 245
Depreciation - 82 1 7 326 416 - 416
Amortisation/Impairment - - - - - - - -
Geographical analysis:
External revenue by location of customers Non-current assets (excluding deferred tax, goodwill and intangible assets) by location of assets
6 months to30 June2015 6 months to30 June2014 Year ended31 December 2014 30 June2015 30 June2014 31 December 2014
£'000 £'000 £'000 £'000 £'000 £'000
UK 15,833 9,460 22,795 5,264 5,544 5,361
Rest of Europe 852 220 478 - - -
Other 210 150 875 - - -
16,895 9,830 24,148 5,264 5,544 5,361
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 gave 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 reduced to 76%.
4 Other gains and losses
Pursuant to the Company's investing and treasury management policies, the
Company incurred losses of £370,000 in the period on its investment portfolio.
These have been dealt with through reserves. 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 reclassified to
profit, as set out in the consolidated statement of comprehensive income).
5 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.
6 Discontinued operations - 2014
Discontinued operations in 2014 comprise further costs incurred during 2014 in
respect of the disposal of Interactive Prospect Targeting Limited during
2013.
7 Exceptional item - 2014
One of the Group's subsidiaries, Shire Foods Limited ("Shire"), entered into a
company voluntary arrangement ("CVA") in January 2012. Under the terms of the
CVA Shire was to pay £350,000 over a maximum 3 year period in satisfaction of
unsecured liabilities of approximately £1,200,000.
During 2014 Shire made the final payments due under the CVA and, in so doing,
was released from all remaining liabilities that were subject to the CVA. The
balances released totalled £852,000 and the associated credit is shown
separately in the income statement, under the caption "exceptional income".
8 Earnings per share
The calculation of the basic and diluted loss per share is based on the
following data:
6 months to30 June2015£'000 6 months to30 June2014£'000 Year ended31 December2014£'000
Earnings/(loss) for the purposes of earnings per share:
From continuing operations 652 (340) 1,246
From discontinued operations - (177) (177)
Total 652 (517) 1,069
No. No. No.
Weighted average number of ordinary shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue 4,097,229 4,200,693 4,175,676
Dilutive effect of potential ordinary shares - - -
Weighted average number of ordinary shares for diluted EPS 4,097,229 4,200,693 4,175,676
There were no outstanding share options in issue at the period end (30 June
2014: NIL; 31 December 2014: NIL).
9 Business combination
The Group acquired Impetus Automotive Limited (an automotive consultancy)
along with certain related intangible assets in March 2015 for total cash
consideration of £1.25 million. The estimated fair values of assets and
liabilities acquired, and resulting goodwill arising on acquisition, are set
out below:
Book value£'000 Fair value adjustments£'000 Fair values£'000
Intangible assets 95 (95) -
Property, plant and equipment 182 (125) 57
Trade and other receivables 2,589 - 2,589
Trade and other payables (1,898) - (1,898)
Loans (107) - (107)
Net assets acquired 861 (220) 641
Goodwill 307
Consideration (settled in cash, net of cash acquired) 948
The results of the acquired business after the acquisition form the results of
the automotive consulting segment as disclosed in note 2.
10 Non-controlling interests
The non-controlling interests of £1,283,000 relate to the net assets
attributable to the shares not held by the Group at 30 June 2015 in the
following subsidiary undertakings:
30 June 2015£'000 30 June 2014£'000 31 December 2014£'000
NMT Group Limited 75 76 75
Shire Foods Limited 857 429 795
JMP Consultants Limited 351 241 271
1,283 746 1,141
11 Purchase of own shares
During the period the Company acquired 60,000 of its own Ordinary shares for a
total consideration of £180,000. This brings the total number of Ordinary
shares held in treasury to 2,121,116. The number of shares in issue,
excluding treasury shares, at the period end was 4,085,958.
12 Dividend
The Board is not recommending the payment of an interim dividend for the
period ended 30 June 2015.
- Ends -
This information is provided by RNS
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