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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Sterling Green | LSE:SGG | London | Ordinary Share | GB00B1N0T068 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.44 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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22 December 2011
Sterling Green Group plc
("Sterling Green" or "the Company")
Half yearly results for the six month period ended 30 September 2011
CHAIRMAN'S STATEMENT
Introduction
I present the Group's interim results for the six month period ended 30
September 2011.
Partial disposal of the Group's debt management book
On 2 December 2011 it was announced that all of the conditions to the sale and
purchase agreement referenced in the circular to shareholders dated 14 November
2011 had been satisfied. Gross proceeds amounting to approximately GBP957,000
relating to the partial disposal have since been received, with up to a maximum
of a further GBP50,000 to be received which is subject to a retention clause. The
retention monies are due to be released by 1 June 2012, being 6 months from the
date of the completion of the partial disposal.
On 28 September 2011 it was announced that the Group had entered into a
non-binding agreement to dispose of a significant part of the Group's trading
operations, the effect of which would be to considerably reduce the size of the
ongoing debt management business. The Directors have reviewed the criteria
given in IFRS5 in respect of reporting discontinued operations, and have
concluded that this criteria was satisfied. Accordingly, the estimated amounts
of debt management activity that have been disposed of have been excluded from
the condensed consolidated statement of comprehensive income for the period on
a line by line basis and, instead, have been replaced by a single line headed
profit on discontinued operations. Comparative periods have also been restated
on a similar basis.
Results and dividend
As a result, the Group generated a loss before and after taxation for the six
month period of GBP190,000 (six months ended 30 September 2010 - GBP38,000 profit).
The loss from continuing operations amounted to GBP408,000 while the profit from
discontinued operations was GBP218,000. The loss for the six month period is
stated after inclusion of a goodwill impairment charge amounting to GBP108,000
which has been attributed to discontinued operations. The loss per share for
the six month period was 0.06p (2010 - 0.01p profit per share) and the
Directors do not recommend the payment of a dividend.
Disposals
On 21 December 2011 the Group disposed of its entire shareholdings in Taxdebts
Limited and Sterling Green (Mortgages) Limited for the sum of GBP205. In
addition, on the same date, Taxdebts Limited acquired the remaining small debt
management book for a cash consideration of GBP10,000 while also taking over the
responsibility for the ongoing employment of 12 members of staff. Tariq Ali is
remaining as a director of Taxdebts Limited and Sterling Green (Mortgages)
Limited and Jason McClean will become a consultant to Taxdebts Limited.
Under the AIM Rules for Companies, the sale of the remaining small debt
management book is deemed to be a related party transaction, due to the
involvement of Tariq Ali, a director of the Company. The independent directors
of the Company, Michael Edelson, Philip Kanas and Ian Aspinall consider, having
consulted with Merchant Securities Limited, that the terms of the transaction
are fair and reasonable in so far as the Company's shareholders are concerned.
Board Changes
As a result of the completion of the disposal of all of the Company's trading
business, Tariq Ali, Chief Executive, and Jason McClean, Operations Director,
have resigned as directors of the Company, with immediate effect, to pursue
their other business interests.
Outlook
Following completion of the partial disposal of the debt management book on 1
December 2011 and receipt of the disposal proceeds, the Group's borrowings have
been repaid in full in order to significantly reduce ongoing finance costs.
While the Group has continued with its remaining debt management activities on
a reduced scale, the Directors have sought to reduce operating costs
significantly with a view to preserving cash resources.
Since 1 December 2011, Sterling Green Group plc has been classified as an
investing company under Rule 15 of the AIM Rules for Companies. As such, it is
obliged to make an acquisition which constitutes a reverse takeover or
otherwise have substantially implemented its investing policy by 1 December
2012, being 12 months from the date of the partial disposal. The Board is
currently reviewing a number of possible opportunities and any acquisition will
be put to shareholders for their approval at the appropriate time.
Michael Edelson
Chairman
22 December 2011
Further Enquiries:
Sterling Green Group plc Tel: 0161 975 5757
Michael Edelson
Merchant Securities Limited Tel: 020 7628 2200
Simon Clements/David Worlidge
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2011
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2011 2010 2011
(Unaudited) (Unaudited) (Audited)
GBP000 GBP000 GBP000
Continuing operations
Revenue 288 360 726
Cost of sales (178) (158) (386)
Gross profit 110 202 340
Administrative expenses (448) (490) (1,011)
Loss from operations (338) (288) (671)
Finance costs (70) (27) (88)
Loss on ordinary activities before (408) (315) (759)
tax
Income tax charge - - -
Loss from continuing operations (408) (315) (759)
Profit from discontinued operations 218 353 791
(Loss)/Profit for the period and (190) 38 32
(loss)/profit
attributable to equity holders of
the parent
(Loss)/Earnings per share - basic
From continuing operations (0.13p) (0.10p) (0.25p)
From discontinued operations 0.07p 0.11p 0.26p
From continuing and discontinued (0.06p) 0.01p 0.01p
operations
(Loss)/Earnings per share - diluted
From continuing operations (0.13p) (0.10p) (0.24p)
From discontinued operations 0.07p 0.11p 0.25p
From continuing and discontinued (0.06p) 0.01p 0.01p
operations
There were no other items of comprehensive income other than the loss for the
period.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN TOTAL EQUITY
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2011
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2011 2010 2011
(Unaudited) (Unaudited) (Audited)
GBP000 GBP000 GBP000
Balance at the beginning of the period 719 687 687
Total comprehensive income for the
period
(Loss)/Profit for the period (190) 38 32
Balance at the end of the period 529 725 719
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2011
As at As at As at
30 September 30 September 31 March
2011 2010 2011
(Unaudited) (Unaudited) (Audited)
GBP000 GBP000 GBP000
Non-current assets
Goodwill - 1,115 1,115
Property, plant and equipment 79 89 89
Total non-current assets 79 1,204 1,204
Current assets
Trade and other receivables 118 226 143
Cash and cash equivalents 7 76 44
Non-current assets held for sale 1,007 - -
Total current assets 1,132 302 187
Total assets 1,211 1,506 1,391
Current liabilities
Trade and other payables (225) (340) (243)
Current tax liabilities - - -
Borrowings (457) (24) (424)
Total current liabilities (682) (364) (667)
Net current assets/(liabilities) 450 (62) (480)
Non-current liabilities
Borrowings - (417) (5)
Total non-current liabilities - (417) (5)
Total liabilities (682) (781) (672)
Net assets 529 725 719
Equity
Share capital 304 304 304
Share premium account 1,794 1,794 1,794
Capital reserve 6 6 6
Other reserves 891 891 891
Accumulated losses (2,466) (2,270) (2,276)
Total equity 529 725 719
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2011
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2011 2010 2011
(Unaudited) (Unaudited) (Audited)
GBP000 GBP000 GBP000
Cash flows from/(used in) operating
activities
(Loss)/Profit before tax (190) 38 32
Adjustments for:
Impairment of goodwill on 108 - -
re-measurement
Depreciation of property, plant and 29 31 62
equipment
Finance costs 70 27 88
Operating cash flows before movement in 17 96 182
working capital
Decrease/(increase) in trade and other 25 (118) (35)
receivables
Decrease in trade and other payables (18) (21) (118)
Corporation tax paid - (1) (1)
Net cash from/(used in) operating 24 (44) 28
activities
Cash flow used in investing activities
Purchase of property, plant and (19) (4) (35)
equipment
Net cash used in investing activities (19) (4) (35)
Cash flow (used in)/from financing
activities
Capital element of finance lease (12) (27) (39)
payments
Loans received 40 150 150
Finance costs (70) (27) (88)
Net cash (used in)/from financing (42) 96 23
activities
Net (decrease)/increase in cash and (37) 48 16
cash equivalents
Cash and cash equivalents at the start 44 28 28
of the period
Cash and cash equivalents at the end of 7 76 44
the period
NOTES TO THE INTERIM RESULTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2011
1. Reporting entity
Sterling Green Group plc (the "Company") is a company incorporated in the
United Kingdom under the Companies Act 2006. The interim results of the Company
for the six month period ended 30 September 2011 comprise the Company and its
subsidiaries (together the "Group").
The annual report and financial statements of the Group for the year ended 31
March 2011 are available upon request from the Company's registered office by
writing to the Company Secretary, Sterling Green Group plc, Number 14, The
Embankment, Vale Road, Heaton Mersey, Stockport SK4 3GN or can be obtained from
the Company's website which is www.sterlinggreen.co.uk.
2. Statement of compliance
These interim results have been prepared on the basis of the recognition and
measurement requirements of IFRS anticipated to be in issue as either endorsed
by the EU and effective (or available for early adoption) at 31 March 2012.
These interim results should be read in conjunction with the annual report and
financial statements of the Group for the year ended 31 March 2011, which were
approved for issue by the Directors on 11 November 2011, as it provides an
update on previously reported information. The comparative figures for the year
ended 31 March 2011 are not the Group's statutory financial statements for the
financial year. They are, however, derived from the statutory financial
statements for that year which have been delivered to the Registrar of
Companies. The auditors report to those financial statements did not contain
statements under sections 498 (2) or (3) of the Companies Act 2006, but was
modified by an Emphasis of Matter paragraph relating to the uncertainty that
existed at the reporting date regarding the partial disposal and funding of the
business. As disclosed elsewhere, the partial disposal was completed on 1
December 2011. Following receipt of the proceeds of the partial disposal, and
after taking into consideration future ongoing expenditure, the Directors have
presented these interim results on a going concern basis.
These interim results were approved by the Board on 22 December 2011. The
financial information contained therein for the six month period ended 30
September 2011, and similarly the six month period ended 30 September 2010, has
neither been audited nor reviewed.
3. Significant accounting policies
The accounting policies used in the presentation of these interim results are
consistent with those used in the annual report and financial statements of the
Group for the year ended 31 March 2011.
4. Estimates
The preparation of interim results requires management to make judgements,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
In preparing these interim results, the significant judgements made by
management in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the financial
statements of the Group for the year ended 31 March 2011.
5. Operating segments
The Group's business segments are its debt management division, its
re-mortgaging operations and its head office operations. This is the basis on
which the Group reports its primary segmental information. In the table below,
all revenues are generated by sales to external parties.
Debt Re- Unallocated Total
Management mortgages Group items
Continuing operations GBP000 GBP000 GBP000 GBP000
Performance by activity:
Revenue:
- six months ended 30 Sept 2011 235 53 - 288
- six months ended 30 Sept 2010 296 64 - 360
- year ended 31 March 2011 606 120 - 726
Operating profit/(loss):
- six months ended 30 Sept 2011 (270) 8 (76) (338)
- six months ended 30 Sept 2010 (220) 18 (86) (288)
- year ended 31 March 2011 (529) 33 (175) (671)
Total assets:
- 30 September 2011 1,192 12 7 1,211
- 30 September 2010 1,494 5 7 1,506
- 31 March 2011 1,375 11 5 1,391
The Group operates in a sector where no significant seasonal or cyclical
variations in revenues and operating results are experienced during the
financial year.
6. Discontinued operations
The table below shows the estimated amounts of the discontinued operations for
the 6 month period ended 30 September 2011.
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2011 2010 2011
(Unaudited) (Unaudited) (Audited)
GBP000 GBP000 GBP000
Revenue 913 962 2,075
Cost of sales and administrative costs (587) (609) (1,284)
Operating profit 326 353 791
Finance costs - - -
Profit before and after tax from 326 353 791
discontinued operations
Impairment loss recognised on disposal (108) - -
Profit from discontinued operations 218 353 791
Analysis of cash flow movements:
Operating cash flows 326 353 791
7. Financial risk management
The Group's financial risk management objectives and policies are consistent
with those disclosed in the annual report and financial statements of the Group
for the year ended 31 March 2011.
8. (Loss)/Earnings per share
The calculation of (loss)/earnings per share is based on the following:
(Loss)/Earnings Six months Six months Year
ended ended ended
30 September 30 September 31 March
2011 2010 2011
Loss for the year from continuing (408) (315) (759)
operations
Earnings for the year from 218 353 791
discontinued operations
(Loss)/Earnings for the year from (190) 38 32
continuing and discontinued
operations
Number of shares
Weighted average number of ordinary 303,675,390 303,675,390 303,675,390
shares for the purpose of basic
(loss)/earnings per share
Effect of dilutive potential - 12,227,723 12,567,280
ordinary shares - share options
Weighted average number of ordinary 303,675,390 315,903,113 316,242,670
shares for the purpose of diluted
(loss)/earnings per share
(Loss)/Earnings per share (pence) -
Basic
Loss per share from continuing (0.13) (0.10) (0.25)
operations
Earnings per share form 0.07 0.11 0.26
discontinued operations
(Loss)/Earnings per share from (0.06) 0.01 0.01
continuing and discontinued
operations
(Loss)/Earnings per share (pence) -
Diluted
Loss per share from continuing (0.13) (0.10) (0.24)
operations
Earnings per share form 0.07 0.11 0.25
discontinued operations
(Loss)/Earnings per share from (0.06) 0.01 0.01
continuing and discontinued
operations
The Company's potential ordinary shares, which consist of share options, would
not be dilutive in the 6 month period ended 30 September 2011 due to the losses
incurred.
9. Dividends
No dividend is proposed for the six month period ended 30 September 2011. No
dividend was paid, in or proposed for, the year ended 31 March 2011.
10. Related parties
Key management receive compensation in the form of short term employee
benefits, and they received the following amounts during the period:
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2011 2010 2011
GBP000 GBP000 GBP000
Directors remuneration: 110 133 273
Short term benefits
11. Analysis of cash and cash equivalents
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2011 2010 2011
GBP000 GBP000 GBP000
Bank balances 7 76 44
END
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