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ESR Ensor Hldgs

55.50
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Ensor Hldgs LSE:ESR London Ordinary Share GB0003186409 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 55.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Ensor Holdings PLC Preliminary Results

22/07/2016 3:09pm

UK Regulatory


 
TIDMESR 
 
22 July 2016 
 
ENSOR HOLDINGS PLC 
 
Preliminary results for the year ended 31 March 2016 
 
Chairman's Statement 
 
_________________________________________________________________________________________ 
 
This has been a very active period for the Ensor Group. We have successfully 
sold three of our businesses, profitably disposed of land and property assets 
and dealt with our pension obligations. This is in addition to making progress 
in our remaining businesses where overall margins have improved despite 
unsettled trading conditions. 
 
Excluding Ensor Building Products, which contributed only six months' trading 
to our Group results this year, against a full twelve months last year, the 
Ensor Group has increased annual sales by 6% (2016: GBP16.0million, 2015: GBP 
15.1million). Gross margins have also increased from 28.3% in 2015 to 28.8% 
this year. 
 
Ellard, our subsidiary which supplies electric motors and controls for the 
automation of doors and gates, has continued to gain market share, increasing 
sales by 15% during the year. The company sources a large proportion of its 
products from the Far East and pays for them in US dollars. Despite unsettled 
currency markets, margins have been largely unaffected. New products have been 
successfully launched by Ellard during the year and we have constructed 
additional production space at the company's Manchester warehouse and 
distribution centre. 
 
OSA Door Parts supplies the same markets as Ellard. The Company manufactures 
bespoke insulated industrial and garage doors. These are supplied to installers 
and dealers throughout the UK and Eire. Margins have increased at OSA during 
the year and, although the construction market during the second half of the 
year was flat, we are now seeing a growing order book. 
 
Wood's Packaging continues to make progress and gain increased market share. 
Margins have been robust but US dollar exchange rates are a challenge due to 
the increasing levels of goods purchased from the Far East. 
 
A year ago we announced that, following a strategic review of our business, we 
had decided to look for a buyer for the Group. At the half-year, I said that we 
had concluded that a series of trade sales of our subsidiary businesses was 
preferred to seeking a buyer for the shares of Ensor Holdings PLC. 
 
During the year to 31 March 2016 we sold Ensor Building Products to the 
management of that business for GBP1.44million, realising a profit on the sale of 
GBP168,000. The freehold property occupied by Ensor Building Products has also 
been sold at a premium of GBP147,000 against the book value. 
 
As previously reported, we have also sold our land holdings in Woodville and 
Stockport during the year, these have realised a profit of GBP785,000 on 
disposal. 
 
When I last reported to you on the half year, I said that we intended to 
purchase an annuity to secure all future liabilities of the Ensor Group Pension 
Fund, as a precursor to a buyout and winding up of the scheme. An annuity was 
purchased in December 2015 at a cost of GBP5.4million in addition to the scheme 
assets and the process to wind up the scheme has been started. 
 
After financing this annuity purchase, the Group remained financially strong 
with net borrowings of only GBP819,000 at the year-end. 
 
Earlier in July we disposed of a further two of our subsidiaries, OSA Door 
Parts and Technocover.  The Technocover consideration was GBP10million, paid in 
cash, with an amount of GBP250,000 held in retention for a period of eighteen 
months from completion. An additional GBP1.1million of cash was transferred to 
Ensor prior to completion of the sale, in a debt-free, cash-free transaction. 
We originally purchased 90% of the shares in Technocover in 2012, for a nominal 
sum. The remaining 10% of the shares were acquired in 2014 for GBP1million. 
 
We also disposed of OSA Door Parts in July this year for GBP2.5million, paid in 
cash, with an additional GBP520,000 of cash transferred to Ensor prior to 
completion of its sale.  This transaction was, again, debt-free and cash-free. 
OSA had been a business start-up for Ensor in 2001. 
 
Our remaining businesses are being actively marketed, and we are speaking to a 
number of interested potential buyers. It is not our intention, however, to 
sacrifice shareholder value for the sake of an early sale. 
 
I can again report that we are proposing to pay an increased net final dividend 
of 1.55p per share, making a total dividend paid and proposed of 2.3p per share 
for the year. This is an increase of 21% against a total dividend of 1.9p per 
share last year. The dividend will be paid in cash only, on 22 September 2016, 
to shareholders registered on 12 August 2016. The ex-dividend date will be 11 
August 2016. 
 
May I finally thank all the men and women around the Group for your continued 
hard work during the year. I can assure you that we have everybody's interests 
in mind. Also, my thanks to our shareholders for continuing to support the 
company. 
 
K A Harrison TD 
Chairman 
22 July 2016 
 
 
 
 
Strategic Report 
 
_____________________________________________________________________________________________ 
 
Operating results and future developments 
 
The results for Continuing Operations comprise those of Ensor Holdings PLC, 
Ellard Limited ("Ellard"), OSA Door Parts Limited ("OSA"), Wood's Packaging 
Limited ("Wood's") and Ensor Building Products Limited ("EBP"). EBP was sold in 
October 2015, but its scale did not warrant treatment as discontinued. OSA has 
not been treated as discontinued because the requirements to do so were not 
fulfilled at the year-end. 
 
Discontinued operations comprise the results of Technocover Limited, which was 
disposed of on 13 July 2016. 
 
Continuing operations 
 
Sales of GBP19.2million include GBP16.0million in respect of the three businesses 
which were subsidiaries of the group throughout the year and GBP3.2million in 
respect of EBP. The former saw sales increase by GBP897,000, or 5.9% 
year-on-year. 
 
Operating profit has been sub-analysed in the Consolidated Income Statement to 
highlight the exceptional elements associated with the program of disposals 
which have taken place during the report year and are addressed later in this 
report. 
 
Operating profit before exceptional gains reduced by GBP242,000 to GBP1,701,000, 
due to: 
 
·      the absence of EBP from the consolidated figures after September 2015; 
 
·      the allocation of central costs increased by a reduction in rental 
income, which had previously been deducted from central costs, following 
property disposals; and 
 
·      the disposal of the waste transfer business which constituted the 
'Other' operating segment. 
 
Before the allocation of central costs, the operating profits of the continuing 
Building Products and Packaging businesses increased by GBP22,000 year-on-year 
despite less favourable US dollar and euro exchange rates during the second 
half of the year. 
 
Ellard continued to increase market share, growing sales by 15% to GBP8.5million, 
representing a 3-year compound annual growth rate of 14%. 
 
Although contribution levels were diluted by strategic product decisions and 
exchange rate movements towards the end of the previous year, they strengthened 
through the current year; the strong sales growth ensuring that gross margins 
were maintained. 
 
Increased overheads reflect the investment made in people and premises, in 
particular, which underpins the established past, and expected future, growth 
in sales and profits. 
 
Operating profit of GBP890,000 represented a 10% increase over the preceding 
year. 
 
OSA's sales growth has been more modest over the last three years, with 
turnover amounting to GBP4.1million for the report year. Nevertheless, the 
business continued to perform strongly, posting an operating profit of GBP 
498,000. 
 
Gross margins were strong throughout the year, reinforced by relative euro 
weakness for most of the period, and overheads were contained at prior-year 
levels, reflecting a measured performance. 
 
Whilst the strengthening euro presented a challenge to maintaining margins, the 
business has developed opportunities in its product portfolio to counter that 
challenge. 
 
Our Packaging segment, represented by Wood's, again reported healthy sales and 
achieved 3-year compound annual growth in excess of 17%. 
 
Sales of GBP3.6million, coupled with maintained, robust margins and controlled 
overheads, yielded an operating profit of GBP628,000. 
 
The business was relocated to larger premises during the year, an event which 
was successfully managed to ensure negligible disruption, and now has ample 
capacity to sustain further growth. 
 
The group-wide programme of business and asset disposals diminishes the overall 
income generation potential of the group, but the constituent businesses remain 
strong. 
 
Exceptional gains 
 
The reported operating profit of GBP2,861,000 includes exceptional gains of GBP 
1,160,000 relating to the various categories of asset disposals completed 
during the year: 
 
·      the disposals, for gross proceeds of GBP3,034,000, of the Woodville and 
Stockport freeholds, which were classified as held-for-sale in 2015, created a 
gain of GBP785,000 net of disposal costs; 
 
·      the disposals of the Woodville waste transfer business and Blackburn 
freehold used by EBP for GBP935,000 represented a net gain of GBP207,000; and 
 
·      the disposal of the EBP shareholding for GBP1,441,000 realised a net gain 
of GBP168,000. 
 
Finance costs 
 
Finance costs principally comprise bank loan and overdraft interest and the 
financing cost on the defined benefit pension scheme. 
 
Last year we recognised a credit of GBP198,000 in respect of an interest hedge on 
a bank loan, which had been the subject of a mis-selling claim. This credit 
countered the majority of the normal charge. 
 
This year, the interest cost of the pension fund has reduced, from GBP89,000 to 
nil, following the purchase of an annuity to secure the liabilities of the 
pension scheme. 
 
Income tax 
 
The tax charge of GBP383,000 represents 13.6% of profit before tax, varying from 
the main UK corporation tax rate of 20% principally as a consequence of the 
utilisation of brought forward capital losses and the tax exempt status of the 
disposal of the EBP shareholding. 
 
The tax benefit of the pension transaction debit is reflected in the 
Consolidated Statement of Comprehensive Income along with the charge to which 
it relates. 
 
Discontinued operation 
 
The composition of the profit derived from the discontinued operation, is 
detailed in note 2 to the financial statements. 
 
As reported last year, Technocover's current year trading benefitted from a 
carry-over of AMP5 orders which resulted in an unusually strong order book at 
the beginning of the year. This enabled an expected result to be returned 
despite the new AMP6 programme of the water industry being slower than expected 
to get underway. 
 
Although sales were maintained at GBP14.7million, the trading result was 
moderated by the inefficient, end-of-contract nature of elements of the carried 
over work. Additional costs were incurred to strengthen the technical 
subcontracting capabilities of the business, which will benefit the future, and 
increased depreciation charges, attributable to significant capital investment 
since 2014, also constrained profits. 
 
Statement of Comprehensive Income 
 
In addition to the retained profit for the year, the Statement of Comprehensive 
Income includes a net debit of GBP2.9million in respect of the securing of the 
group's pension deficit. This broadly represents the excess of the actual 
buyout cost over and above the deficit recorded on an ongoing accounting basis, 
net of taxation. 
 
Essentially, it cost the company GBP5.6million to secure the brought forward 
deficit of GBP2.1million, crystallising a loss of GBP3.5million, against which we 
expect to recover tax of GBP0.6million. 
 
Cash flow and financial position 
 
The group's cash flow is dominated by the realisation of significant assets and 
the cost of securing uncertain pension obligations. 
 
The exceptional disposals of businesses and freehold properties generated cash 
of GBP5.3million, which essentially matched the exceptional payments of GBP 
5.4million required to finance benefit transfers and the purchase of an annuity 
to secure the obligations of the defined benefit pension scheme for which Ensor 
is responsible. 
 
Otherwise, operating cash flow of GBP3.3million made possible a GBP762,000 
reduction in net debt and year-end gearing of 7.1%. 
 
A term loan of GBP2million replaced a corresponding part of the established 
overdraft facility, reflecting the expectation that it will be repaid out of 
further asset disposals. 
 
Significant changes to the composition of the group Statement of Financial 
Position are attributable to the past and anticipated business and asset 
disposals, and to the hedging of the pension deficit. 
 
After accounting for profits, dividend payments and the pension fund 
transaction, net assets have reduced marginally to GBP11.3million. 
 
 
 
 
Disposals after the year end 
 
On 11 July 2016 the entire issued share capital of OSA Door Parts Limited was 
sold to Argent Industrial Limited for consideration of GBP2,500,000. 
 
The consideration was payable in cash on completion. In addition, net cash of GBP 
520,000 was retained by Ensor. The value of assets disposed of was 
approximately GBP879,000. 
 
On 13 July 2016 the entire issued share capital of Technocover Limited was sold 
to Lionweld Kennedy Flooring Limited, a subsidiary of Hill & Smith Holdings 
PLC, for a total cash consideration of GBP10,000,000 on a debt and cash free 
basis. 
 
Out of the consideration, which was payable in cash on completion, an amount of 
GBP250,000 has been retained in escrow for up to 18 months.  In addition, net 
cash of GBP1,100,000 was retained by Ensor. The value of assets disposed of was GBP 
3,695,000, subject to any balancing receipt or payment in respect of completion 
accounts in due course. 
 
Dividend 
 
The directors propose to pay a final dividend of 1.55p per share in respect of 
the financial year ended 31 March 2016 (2015: 1.3p). Dividends of GBP613,000, 
being the final dividend of 1.3p and interim dividend of 0.75p, were paid on 
ordinary shares during the year ended 31 March 2016 (2015: GBP479,000). 
 
Dividends paid and proposed 
 
In respect of the year ended 31 March:                             2016       2015 
 
Interim dividend paid                                             0.75p       0.6p 
 
Final dividend proposed                                           1.55p       1.3p 
 
                                                                 ______     ______ 
 
                                                                  2.30p       1.9p 
 
                                                                 ______     ______ 
 
 
 
Consolidated Income Statement 
for the year ended 31 March 2016 
 
_________________________________________________________________________________________ 
 
 
                                                              2016              2015 
                                                                            Restated 
 
                                                             GBP'000             GBP'000 
 
Continuing operations 
 
Revenue                                                     19,170            21,452 
 
Cost of sales                                             (13,989)          (16,034) 
 
                                                            ______            ______ 
 
Gross profit                                                 5,181             5,418 
 
Administrative expenses                                    (2,320)           (3,475) 
 
                                                            ______            ______ 
 
Operating profit before exceptional gains                    1,701             1,943 
 
Exceptional administrative gains: 
 
Gain on disposal of assets classified as                       785                 - 
held-for-sale 
 
Gain on disposal of fixed assets                               207                 - 
 
Gain on disposal of subsidiary company                         168                 - 
 
Operating profit                                             2,861             1,943 
 
Finance costs                                                 (42)              (34) 
 
                                                            ______            ______ 
 
Profit before tax                                            2,819             1,909 
 
Income tax expense                                           (383)             (397) 
 
                                                            ______            ______ 
 
Profit for the year on continuing operations                 2,436             1,512 
 
Discontinued operation                                         792             1,164 
 
                                                            ______            ______ 
 
Profit for the year attributable to equity                   3,228             2,676 
shareholders of the parent company 
 
                                                            ______            ______ 
 
Earnings per share - basic and diluted 
 
On ordinary activities excluding exceptional                  4.3p              5.1p 
gains and discontinued operations 
 
On exceptional gains including taxation                       3.9p                 - 
 
                                                            ______            ______ 
 
Continuing operations including taxation                      8.2p              5.1p 
 
Discontinued operation including taxation                     2.6p              3.9p 
 
                                                            ______            ______ 
 
Earnings per share                                           10.8p              9.0p 
 
                                                            ______            ______ 
 
Consolidated Statement of Comprehensive Income 
 
                                                              GBP'000             GBP'000 
 
Profit for the year                                           3,228             2,676 
 
                                                              _____             _____ 
 
Items which will not be reclassified to profit 
or loss: 
 
Actuarial loss                                              (3,462)             (403) 
 
Income tax relating to components of other                      579                60 
comprehensive income 
 
                                                              _____             _____ 
 
Total of other comprehensive income for the                 (2,883)             (343) 
year 
 
                                                              _____             _____ 
 
Total comprehensive income attributable to                      345             2,333 
equity shareholders of the parent company 
 
                                                             ___ __            ___ __ 
 
The results for the year ended 31 March 2015 have been restated for the 
discontinued operation (note 4). 
 
 
Consolidated Statement of Financial Position 
at 31 March 2016 
 
______________________________________________________________________________________ 
 
                                                                2016          2015 
 
                                                               GBP'000         GBP'000 
 
ASSETS 
 
Non-current assets 
 
Property, plant & equipment                                      520         4,170 
 
Intangible assets                                              1,074         2,671 
 
Deferred tax asset                                               590           428 
 
                                                              ______        ______ 
 
Total non-current assets                                       2,184         7,269 
 
                                                              ______        ______ 
 
Current assets 
 
Assets held for sale                                             530         2,185 
 
Assets of disposal group held for sale                         7,252         1,975 
 
Inventories                                                    2,382         3,063 
 
Trade and other receivables                                    4,359         8,381 
 
Cash and cash equivalents                                      1,536           564 
 
                                                              ______        ______ 
 
Total current assets                                          16,059        16,168 
 
                                                              ______        ______ 
 
Total assets                                                  18,243        23,437 
 
                                                              ______        ______ 
 
LIABILITIES 
 
Non-current liabilities 
 
Retirement benefit obligations                                     -       (2,139) 
 
Borrowings                                                   (1,065)         (246) 
 
Other creditors                                                    -          (22) 
 
Deferred tax                                                       -         (182) 
 
                                                              ______        ______ 
 
Total non-current liabilities                                (1,065)       (2,589) 
 
                                                              ______        ______ 
 
Current liabilities 
 
Borrowings                                                     (795)       (1,863) 
 
Liabilities of disposal group held for sale                  (2,803)         (946) 
 
Current income tax liabilities                                  (73)         (561) 
 
Trade and other payables                                     (2,325)       (6,028) 
 
                                                              ______        ______ 
 
Total current liabilities                                    (5,996)       (9,398) 
 
                                                              ______        ______ 
 
Total liabilities                                            (7,061)      (11,987) 
 
                                                              ______        ______ 
 
NET ASSETS                                                    11,182        11,450 
 
                                                              ______        ______ 
 
EQUITY 
 
Share capital                                                  3,082         3,082 
 
Share premium                                                    552           552 
 
Revaluation reserve                                                -           140 
 
Retained earnings                                              7,548         7,676 
 
                                                              ______        ______ 
 
Total equity attributable to equity shareholders              11,182        11,450 
of the parent company 
 
                                                              ______        ______ 
 
The financial statements were approved by the board and were authorised for 
issue on 22 July 2016.  They were signed on its behalf by: 
 
 
 
 
 
Directors 
 
A R Harrison             ) 
M A Chadwick           ) 
 
 
 
Consolidated Statement of Changes in Equity 
for the year ended 31 March 2016 
 
_______________________________________________________________________________________ 
 
Attributable to equity shareholders of the parent company 
 
                           Issued     Share Revaluation  Retained     Total 
                          Capital   Premium     reserve  Earnings    Equity 
 
                            GBP'000     GBP'000       GBP'000     GBP'000     GBP'000 
 
Balance as at 1 April       3,082       552         140     5,822      9,596 
2014 
 
                            _____     _____       _____     _____      _____ 
 
Profit for the year             -         -           -     2,676      2,676 
 
Other comprehensive 
income: 
 
Actuarial loss                  -         -           -     (403)      (403) 
 
Related deferred tax            -         -           -        60         60 
 
                            _____     _____       _____     _____      _____ 
 
Total comprehensive             -         -           -     2,333      2,333 
income for the year 
 
                            _____     _____       _____     _____      _____ 
 
Dividends paid                  -         -           -     (479)      (479) 
 
                            _____     _____       _____     _____      _____ 
 
Total transactions              -         -           -     (479)      (479) 
recognised directly in 
equity 
 
                            _____     _____       _____     _____      _____ 
 
Balance at 31 March         3,082       552         140     7,676     11,450 
2015 
 
                            _____     _____       _____     _____      _____ 
 
Balance as at 1 April       3,082       552         140     7,676     11,450 
2015 
 
                            _____     _____       _____     _____      _____ 
 
Profit for the year             -         -           -     3,228      3,228 
 
Other comprehensive 
income: 
 
Actuarial loss                  -         -           -   (3,462)    (3,462) 
 
Related deferred tax            -         -           -       579        579 
 
                            _____     _____       _____     _____      _____ 
 
Total comprehensive             -         -           -       345        345 
income for the year 
 
                            _____     _____       _____     _____      _____ 
 
Dividends paid                  -         -           -     (613)      (613) 
 
Transfer or surplus to          -         -       (140)       140          - 
retained earnings on 
disposal of properties 
 
                            _____     _____       _____     _____     _____ 
 
Total transactions              -         -       (140)     (473)      (613) 
recognised directly in 
equity 
 
                            _____     _____       _____     _____      _____ 
 
Balance at 31 March         3,082       552           -     7,548    11,182 
2016 
 
                            _____     _____       _____     _____     _____ 
 
 
Share premium 
The share premium account represents the consideration that has been received 
in excess of the nominal value of shares on issue of new ordinary share 
capital, less permitted expenses. 
Revaluation reserve 
The revaluation reserve represents the unrealised surplus arising on the 
revaluation of certain of the group's freehold properties. 
 
Retained earnings 
The retained earnings reserve represents profits and losses retained in the 
current and previous periods. 
 
 
 
Consolidated Cash Flow Statement 
for the year ended 31 March 2016 
 
_________________________________________________________________________________________ 
 
                                                                   2016          2015 
 
                                                                  GBP'000         GBP'000 
 
Net cash generated from ordinary operations                       2,498           184 
 
Payment in excess of liability to clear                         (5,601)             - 
pension fund deficit 
 
                                                                _______       _______ 
 
Net cash generated from/(used in) operations                    (3,103)           184 
 
                                                                _______       _______ 
 
Cash flows from investing activities 
 
Net proceeds from sale of property, plant and                       926           739 
equipment 
 
Net proceeds from sale of assets held for sale                    2,968             - 
 
Net proceeds from sale of subsidiary                              1,275             - 
 
Purchase of property, plant and equipment                         (674)         (746) 
 
                                                                _______       _______ 
 
Net cash generated from/(used in) investing                       4,495           (7) 
activities 
 
                                                                _______       _______ 
 
Cash flows from financing activities 
 
Equity dividends paid                                             (613)         (479) 
 
New finance leases                                                  241             - 
 
Amounts repaid in respect of finance leases                        (44)          (20) 
 
Deferred consideration paid                                           -       (1,000) 
 
New bank loans                                                    2,000             - 
 
Loan repayments                                                   (472)         (278) 
 
                                                                _______       _______ 
 
Net cash generated from/(used in) financing                       1,112       (1,777) 
activities 
 
                                                                _______       _______ 
 
Net increase/(decrease) in cash and cash                          2,504       (1,600) 
equivalents 
 
Opening cash and cash equivalents                               (1,015)           585 
 
                                                                _______       _______ 
 
Closing cash and cash equivalents                                 1,489       (1,015) 
 
                                                                _______       _______ 
 
 
 
 
Accounting Policies and Notes to the Financial Statements 
 
for the year ended 31 March 2016 
 
1.   Basis of preparation 
 
The consolidated financial statements of Ensor Holdings PLC have been prepared 
in accordance with the Companies Act 2006 and International Financial Reporting 
Standards (IFRS) as adopted by the European Union in accordance with the rules 
of the London Stock Exchange for companies trading securities on the 
Alternative Investment Market. The group financial statements have been 
prepared under the historical cost convention, as modified by the revaluation 
of land and buildings, and derivative financial instruments at fair value 
through profit or loss. The principal accounting policies adopted by the group 
are set out below. 
 
2.   Basis of consolidation 
 
Where the company has control over an investee, it is classified as a 
subsidiary. The company controls an investee if all three of the following 
elements are present: 
 
·        power over the investee 
 
·        exposure to variable returns from the investee, and 
 
·        the ability of the investor to use its power to affect those variable 
returns. 
 
Control is reassessed whenever facts and circumstances indicate that there may 
be a change in any of these elements of control. 
 
The consolidated financial statements present the results of the company and 
its subsidiaries as if they formed a single entity. Intercompany transactions 
and balances between group companies are therefore eliminated in full. 
 
The consolidated financial statements incorporate the results of business 
combinations using the acquisition method. In the statement of financial 
position, the acquiree's identifiable assets, liabilities and contingent 
liabilities are initially recognised at their fair values at the acquisition 
date. The results of acquired operations are included in the consolidated 
statement of comprehensive income from the date on which control is obtained. 
They are deconsolidated from the date on which control ceases. 
 
3.   Segmental analysis 
 
The principal subsidiaries of the group, together with brief descriptions of 
their activities, are as follows: 
 
·      Ellard Limited - Design, manufacture and distribution of electric drives 
for industrial, commercial and domestic doors and gates 
 
·      Ensor Building Products Limited (sold October 2015) - Marketing and 
distribution of roofing, drainage and specialist building products. 
 
·      OSA Door Parts Limited - Manufacture and distribution of industrial 
doors and door components for the trade. 
 
·      Technocover Limited - Manufacture and installation of high-security 
steel access products for the utilities market. 
 
·      Wood's Packaging Limited - Marketing and distribution of packaging 
materials and furniture protectors. 
 
For management purposes, the group's business activities are organised into 
business units based on their products and services and have three primary 
operating segments as follows: 
 
·      Building and Security Products - manufacture, marketing, supply and 
distribution of building materials, security access products and access control 
equipment; 
 
·      Packaging - marketing and distribution of packaging materials; 
 
·      Other - waste recycling.  The waste recycling operation was disposed of 
on 1 April 2015. 
 
These segments are the basis on which information is reported to the group 
board. The segment result is the measure used for the purposes of resource 
allocation and assessment and represents the operating profit of each segment 
before exceptional operating costs, amortisation and impairment charges, other 
gains and losses, net finance costs and taxation. 
 
Details of the types of products and services from which each segment derives 
its revenues are given above. 
 
The accounting policies applied in preparing the management information for 
each of the reportable segments are the same as the group's accounting 
policies. 
 
The group's revenues and results by reportable segment for the year ended 31 
March 2016 are shown in the following table. 
 
                  Building  Packaging      Other  Unallocated      Total         Total   Total 
                         &                                    continuing dis-continued 
                  Security 
                  Products 
 
                     GBP'000      GBP'000      GBP'000        GBP'000      GBP'000         GBP'000   GBP'000 
 
 External           15,578      3,592          -            -     19,170        14,711  33,881 
revenue 
 
                     _____      _____      _____        _____      _____         _____   _____ 
 
 Depreciation          129         23          -           49        201           461     662 
 
                     _____      _____      _____        _____      _____         _____   _____ 
 
 Operating           1,187        514          -        1,160      2,861           993   3,854 
profit 
 
                     _____      _____      _____        _____ 
 
Finance costs                                                       (42)             -    (42) 
 
Income tax                                                         (383)         (201)   (584) 
expense 
 
                                                                   _____         _____   _____ 
 
Profit for the                                                     2,436           792   3,228 
year 
 
                                                                   _____         _____   _____ 
 
Total assets         8,735      2,143          -          113     10,991         7,252  18,243 
 
                     _____      _____      _____        _____      _____         _____   _____ 
 
 Total             (1,782)      (687)          -      (1,789)    (4,258)       (2,803) (7,061) 
liabilities 
 
                     _____      _____      _____        _____      _____         _____   _____ 
 
 Capital                94         60          -            -        154           520     674 
expenditure 
 
                     _____      _____      _____        _____      _____         _____   _____ 
 
The group's revenues and results by reportable segment for the year ended 31 
March 2015 are shown in the following table. 
 
                  Building  Packaging    Other  Unall-ocated      Total         Total    Total 
                         &                                   continuing dis-continued 
                  Security 
                  Products 
 
                     GBP'000      GBP'000    GBP'000         GBP'000      GBP'000         GBP'000    GBP'000 
 
 External           17,951      3,336      165             -     21,452        14,684   36,136 
revenue 
 
                     _____      _____    _____         _____      _____         _____    _____ 
 
 Depreciation          241         28       14             -        283           316      599 
 
                     _____      _____    _____         _____      _____         _____    _____ 
 
 Operating           1,360        530       53             -      1,943         1,421    3,364 
profit 
 
                     _____      _____    _____         _____ 
 
Finance costs                                                      (34)             -     (34) 
 
Income tax                                                        (397)         (257)    (654) 
expense 
 
                                                                  _____         _____    _____ 
 
Profit for the                                                    1,512         1,164    2,676 
year 
 
                                                                  _____         _____    _____ 
 
Total assets        12,161      2,249       55         1,757     16,222         7,215   23,437 
 
                     _____      _____    _____         _____      _____         _____    _____ 
 
 Total             (3,026)      (672)      (5)       (4,208)    (7,911)       (4,076) (11,987) 
liabilities 
 
                     _____      _____    _____         _____      _____         _____    _____ 
 
 Capital               135         18        1           108        262           484      746 
expenditure 
 
                     _____      _____    _____         _____      _____         _____    _____ 
 
Head office costs are apportioned to the segments on the basis of earnings. 
Inter-segment sales are charges at prevailing market prices. 
 
The group operates almost exclusively in one geographical segment, being the 
United Kingdom.  Turnover to customers located outside the United Kingdom 
accounted for less than 10% of total group turnover and has therefore not been 
separately disclosed. 
 
Revenue from a single customer did not exceed more than 10% of turnover during 
the current or prior reporting periods. 
 
4.   Discontinued operation 
 
The profits of Technocover Limited have been classified as a discontinued 
operation and the company's assets and liabilities are classified in the 
balance sheet as being held for sale.  Negotiations commenced in March 2016 for 
the sale of the whole of the share capital of Technocover and the sale was 
completed on 13 July 2016 for a total consideration of GBP10,000,000 on a debt 
and cash free basis.  The prior year income statement has been restated to 
reflect the discontinued operation. 
 
The results of the discontinued operation were as follows: 
 
                                                                 2016        2015 
 
                                                                GBP'000       GBP'000 
 
Revenue                                                        14,711      14,684 
 
Expenses                                                     (13,718)    (13,263) 
 
                                                               ______      ______ 
 
Operating profit                                                  993       1,421 
 
Income tax expense                                              (201)       (257) 
 
                                                               ______      ______ 
 
                                                                  792       1,164 
 
                                                               ______      ______ 
 
The sale of OSA Door Parts Limited was completed on 11 July 2016 for a 
consideration of GBP2,500,000, together with net cash of GBP520,000 retained by 
Ensor.  The profits were not classified as discontinued as the disposal of the 
entity did not meet the conditions for classification as held for sale at the 
year end. 
 
The sale of Ensor Building Products Limited on 1 October 2015 has not been 
treated as a discontinued operation as it did not represent a separate major 
line of business or geographical area of operations. 
 
The cash flows of the discontinued operation were as follows: 
 
                                                                 2016        2015 
 
                                                                GBP'000       GBP'000 
 
Operating                                                       1,576       1,317 
 
Investing                                                       (515)       (483) 
 
Financing                                                        (89)       (298) 
 
                                                               ______      ______ 
 
Total cash flow                                                   972         536 
 
                                                               ______      ______ 
 
 
5.  Earnings per share 
 
The calculation of earnings per share for the period is based on the profit for 
the period divided by the weighted average number of ordinary shares in issue, 
being 29,895,976 (2015: 29,895,976), which excluded treasury shares.  There are 
no dilutive instruments in place. 
 
6.    Cash flow generated from operations 
 
                                                               2016          2015 
 
                                                              GBP'000         GBP'000 
 
Cash flows from operating activities 
 
Profit for the year attributable to equity                    3,228         2,676 
shareholders 
 
Depreciation charge                                             662           599 
 
Finance costs                                                    42            34 
 
Income tax expense                                              584           654 
 
Profit on disposal of held for sale subsidiary                (168)             - 
 
Profit on disposal of assets held for sale                    (785)             - 
 
Profit on disposal of property, plant & equipment             (191)         (131) 
 
Amortisation of intangible asset                                 33            33 
 
                                                            _______       _______ 
 
Operating cash flow before changes in working                 3,405         3,865 
capital 
 
(Increase)/decrease in inventories                              424       (1,208) 
 
(Increase)/decrease in receivables                            1,179       (2,928) 
 
Increase/(decrease) in payables                             (1,907)           637 
 
                                                            _______       _______ 
 
Cash generated from operations                                3,101           366 
 
Net interest (paid)/refunded                                   (42)           104 
 
Income taxes paid                                             (561)         (286) 
 
                                                            _______       _______ 
 
Net cash generated from ordinary operations                   2,498           184 
 
                                                            _______       _______ 
 
7.   Other information 
 
The financial information set out in this preliminary announcement of results 
does not constitute the company's statutory accounts for the years ended 31 
March 2016 or 31 March 2015 but is derived from those accounts.  Statutory 
accounts for 2015 have been delivered to the Registrar and those for 2016 will 
be delivered following the company's Annual General Meeting.  The Independent 
Auditors have reported on these accounts.  Their reports were unqualified and 
did not contain a statement under section 498 of the Companies Act 2006. 
 
The Annual General Meeting of the company will be held at the company's 
registered office, Ellard House, Floats Road, Manchester M23 9WB at 10.00 a.m. 
on 15 September 2016. 
 
The Report and Accounts will be sent to shareholders and be available from the 
company's website at http://www.ensor.co.uk/ shortly.  Additional copies of the 
Annual Report and of this statement will be available at the company's 
registered office. 
 
Enquiries: 
 
Ensor Holdings PLC: Roger Harrison / Marcus Chadwick - 0161 945 5953 
 
Stockdale Securities Limited: Robert Finlay / Rose Ramsden - 020 7601 6100 
 
 
 
END 
 

(END) Dow Jones Newswires

July 22, 2016 10:09 ET (14:09 GMT)

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