Share Name Share Symbol Market Type Share ISIN Share Description
Ceps Plc LSE:CEPS London Ordinary Share GB00B86TNX04 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 31.50 28.00 35.00 31.50 31.50 31.50 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Support Services 21.6 -0.3 -9.1 - 5

CEPS PLC Half-year Report

30/09/2019 7:00am

UK Regulatory (RNS & others)


Ceps (LSE:CEPS)
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3 Months : From Sep 2019 to Dec 2019

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TIDMCEPS

RNS Number : 0026O

CEPS PLC

30 September 2019

30 September 2019

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

CEPS PLC

(the "Group" or the "Company")

HALF-YEARLY REPORT

The Board is pleased to announce its unaudited half-yearly report for the six months ended 30 June 2019.

CHAIRMAN'S STATEMENT

Reading last year's interim statement again I was appalled to see that I had hoped that we were heading to some kind of "Brexit" resolution by March 2019. As we all know this charade just goes on and on and there is no doubt that on the macro view it has begun to affect the "real economy".

Last year I said, "Until the situation is clarified, and we return to "normal" politics and business analysis, every comment from Brussels and counter comment from the Government and the numerous interested parties will dominate the investment and business landscape". Frankly, and sadly, I can't put it any better a year on.

In the meantime, the CEPS Group of companies are getting on trying to manage in these extraordinary times.

Review of the period

The biggest corporate event of the first six months was the acquisition by CEM of a major competitor, Sampling International. Considerable effort, time and no little expense has gone into the rationalisation of the two businesses, such that each site will become more specialised and, eventually, more efficient and profitable. However, as we reported on 20 August 2019, during the six months to 30 June 2019, CEM's losses increased significantly.

Besides this, several very interesting acquisition opportunities have been, and are being, pursued and we hope to be able to bring some interesting news on this front to shareholders in the next few months.

Financial review

Revenue for the first six months of the year was GBP10.2m compared to revenue from continuing operations for the six months to 30 June 2018 of GBP9.1m. The gross profit from continuing operations of GBP3.6m compares to GBP3.4m in 2018 and results in a slightly reduced margin of 35% (2018: 38%). The reduction is predominantly due to the challenges experienced by CEM/Sampling International. The exceptional cost of GBP115,000 also relates to CEM and the restructuring costs following the acquisition of Sampling International.

Pleasingly, all subsidiary companies, save for CEM/Sampling International, have improved their first half EBITDA performance, as shown in the segmental analysis.

The profit before tax from continuing operations of GBP150,000 compares to GBP346,000 for the same period last year. As mentioned above, the reduction can be explained by the issues faced by CEM/Sampling International and we are working closely with the management team to address these issues.

Operational review

Aford Awards

The company has continued its steady progress with further loan note reduction.

The company has again reviewed several acquisition opportunities and remains keen to add to its business activities, at the right time and at the right price.

CEM/Sampling International

The merger of these two companies took place at the end of March 2019. A significant cost saving has been implemented and the efficiency process is well underway and, whilst currently challenging, we believe it will start to bear fruit next year.

The company has continued to make good progress on sales but is currently struggling to produce all the orders it has won during the year on time.

Davies Odell

The company has performed below our expectation in the period but is beginning to make progress. However, it is being hampered by the decline in the value of Sterling and the headwind of raw material cost increases from China.

Friedman's

The company continues to do well, and its new product areas will hopefully start to move forward and contribute next year.

Hickton

Hickton has performed well in the period. The company is operating in a very dynamic market place in which there has been considerable corporate interest. Hickton is developing plans for the next phase of its development.

Dividend

The Board is very keen to recommence the payment of dividends after a very long time. However, it is not appropriate at this time to reintroduce the payment of a dividend.

Prospects

Despite the Group enduring the losses of CEM/Sampling International, the Board is confident that the remaining Group companies will make progress over the next year.

David Horner

Chairman

30 September 2019

CEPS PLC

Consolidated Statement of Comprehensive Income

Six months ended 30 June 2019

 
                                      Note                Continuing   Discontinued 
                                                          Operations     Operations                 Audited 
                                             Unaudited     Unaudited      Unaudited   Unaudited   12 months 
                                              6 months      6 months                   6 months 
                                                 to 30         to 30       6 months       to 30       to 31 
                                                  June          June     to 30 June        June    December 
                                                  2019          2018           2018        2018        2018 
                                               GBP'000       GBP'000        GBP'000     GBP'000     GBP'000 
 
 Revenue                               4        10,174         9,056          3,118      12,174      21,592 
 Cost of sales                                 (6,593)       (5,619)        (3,172)     (8,791)    (15,641) 
                                            ----------  ------------  -------------  ----------  ---------- 
 Gross profit/(loss)                             3,581         3,437           (54)       3,383       5,951 
 Net operating expenses                        (3,119)       (2,952)          (296)     (3,248)     (5,322) 
                                            ----------  ------------  ------------- 
                                                   462           485          (350)         135         629 
 Operating profit/(loss) 
  Exceptional item                               (115)             -             20          20        (53) 
 Customer list impairment                            -             -              -           -       (588) 
                                            ----------  ------------  ------------- 
 Adjusted operating profit/(loss)                  347           485          (330)         155        (12) 
 
 Analysis of adjusted 
  operating profit/(loss) 
                                            ----------  ------------  -------------  ----------  ---------- 
 Trading                                           636           650          (350)         300       1,015 
 Exceptional item                      3         (115)             -             20          20        (53) 
 Customer list impairment                            -             -              -           -       (588) 
 Group costs                           4         (174)         (165)              -       (165)       (386) 
                                            ----------  ------------  -------------  ----------  ---------- 
                                                   347           485          (330)         155        (12) 
                                            ----------  ------------  -------------  ----------  ---------- 
 
 Net finance costs/income              4         (197)         (139)             21       (118)       (296) 
 Profit/(loss) before 
  tax                                              150           346          (309)          37       (308) 
 Taxation                              4         (191)         (180)              -       (180)       (568) 
                                            ----------  ------------  -------------  ----------  ---------- 
 (Loss)/profit for the 
  period                                          (41)           166          (309)       (143)       (876) 
                                            ----------  ------------  -------------  ----------  ---------- 
 
 Other comprehensive loss 
 Items that will not be 
  reclassified to profit 
  or loss 
                                            ----------  ------------  -------------  ----------  ---------- 
 Actuarial loss on defined 
  benefit pension plans                              -             -              -           -        (88) 
                                            ----------  ------------  -------------  ----------  ---------- 
 Items that may be subsequently 
  reclassified to profit 
  or loss                                            -             -              -           -           - 
                                            ----------  ------------  ------------- 
 Other comprehensive loss 
  for the period, net of 
  tax                                                -             -              -           -        (88) 
                                            ----------  ------------  ------------- 
 Total comprehensive (loss)/income 
  for the period                                  (41)           166          (309)       (143)       (964) 
                                            ----------  ------------  -------------  ----------  ---------- 
 
 (Loss)/profit attributable 
  to: 
 Owners of the parent                            (270)         (419)          (309)       (728)     (1,369) 
 Non-controlling interest                          229           585              -         585         493 
                                            ----------  ------------  -------------  ----------  ---------- 
                                                  (41)           166          (309)       (143)       (876) 
                                            ----------  ------------  -------------  ----------  ---------- 
 Total comprehensive (loss)/income 
  attributable to: 
 Owners of the parent                            (270)         (419)          (309)       (728)     (1,457) 
 Non-controlling interest                          229           585              -         585         493 
                                            ----------  ------------  -------------  ----------  ---------- 
                                                  (41)           166          (309)       (143)       (964) 
                                            ----------  ------------  -------------  ----------  ---------- 
 Earnings per share attributable 
  to owners of the parent 
  during the period 
                                            ---------- 
 basic and diluted                     5       (1.59)p       (3.17)p        (2.34)p     (5.51)p     (9.06)p 
                                            ----------  ------------  -------------  ----------  ---------- 
 

CEPS PLC Consolidated Statement of Financial Position

As at 30 June 2019

 
                                       Note   Unaudited   Unaudited       Audited 
                                                  as at       as at         as at 
                                                30 June     30 June   31 December 
                                                   2019        2018          2018 
                                                GBP'000     GBP'000       GBP'000 
 Assets 
 Non-current assets 
 Property, plant and equipment                    1,293       1,121           991 
 Right-of-use asset                     10        1,478           -             - 
 Intangible assets                                5,102       5,600         4,741 
 Deferred tax asset                                   -           5        - 
                                                  7,873       6,726         5,732 
                                             ----------  ----------  ------------ 
 Current assets 
 Inventories                                      2,728       2,287         1,815 
 Trade and other receivables                      4,029       3,561         3,331 
 Cash and cash equivalents 
  (excluding bank overdrafts)                     2,048       1,528         1,705 
                                                  8,805       7,376         6,851 
                                             ----------  ----------  ------------ 
 
 Total assets                           4        16,678      14,102        12,583 
                                             ==========  ==========  ============ 
 
 Equity 
 Capital and reserves attributable 
  to owners of the parent 
 Called up share capital               5, 7       1,700       1,700         1,700 
 Share premium                                    5,841       5,789         5,841 
 Retained earnings                              (4,408)     (3,284)       (4,013) 
                                             ----------  ----------  ------------ 
                                                  3,133       4,205         3,528 
 Non-controlling interest in equity               2,082       1,932         1,932 
 Total equity                                     5,215       6,137         5,460 
                                             ----------  ----------  ------------ 
 
 Liabilities 
 Non-current liabilities 
 Borrowings                                       4,667       1,284         1,128 
 Deferred tax liability                              88          71            88 
                                                  4,755       1,355         1,216 
                                             ----------  ----------  ------------ 
 
 Current liabilities 
 Borrowings                                       1,082       2,320         2,734 
 Lease liability                                  1,639           -             - 
 Trade and other payables                         3,805       4,253         2,925 
 Current tax liabilities                            182          37           248 
                                                  6,708       6,610         5,907 
                                             ----------  ----------  ------------ 
 
 Total liabilities                             11,463       7,965           7,123 
                                             ----------  ----------  ------------ 
 
 Total equity and liabilities                    16,678      14,102        12,583 
                                             ==========  ==========  ============ 
 

CEPS PLC

Consolidated Statement of Cash Flows

Six months ended 30 June 2019

 
                                                 Unaudited   Unaudited       Audited 
                                                  6 months    6 months     12 months 
                                                        to          to            to 
                                                   30 June     30 June   31 December 
                                                      2019        2018          2018 
                                                   GBP'000     GBP'000       GBP'000 
 Cash flows from operating activities 
 Cash generated from operations                         72       1,439         1,651 
 Income tax paid                                         -           -         (258) 
 Interest paid                                       (197)       (118)         (311) 
 Net cash (used in)/generated from operations        (125)       1,321         1,082 
                                                ----------  ----------  ------------ 
 
 Cash flows used in investing activities 
 Acquisition of subsidiary net of cash                  28           -             - 
  acquired 
 Purchase of property, plant and equipment            (87)       (548)         (859) 
 Proceeds from sale of assets                            -           -             1 
 Purchase of intangibles                                 -           -         (150) 
 Net cash used in investing activities                (59)       (548)       (1,008) 
                                                ----------  ----------  ------------ 
 
 Cash flows from financing activities 
 Proceeds/(repayment) of borrowings                    623     (1,157)         (267) 
 Proceeds from share issue (net of costs)                -       1,326         1,326 
 Dividend paid to non-controlling interests              -           -          (45) 
 Repayment of capital element of finance 
  leases                                              (96)       (265)         (234) 
 Net cash generated from/(used in) financing 
  activities                                           527        (96)           780 
                                                ----------  ----------  ------------ 
 Net increase in cash and cash equivalents             343         677           854 
 Cash and cash equivalents at the beginning 
  of the period                                      1,705         851           851 
 Cash and cash equivalents at the end 
  of the period                                      2,048       1,528         1,705 
                                                ==========  ==========  ============ 
 Cash generated from/(used in) operations 
 Profit before income tax                              150          37         (308) 
 Adjustments for: 
 Depreciation and amortisation                         404         308           470 
 Profit on disposal of a subsidiary                      -           -         (147) 
 Exceptional item                                        -        (20)        - 
 Customer list impairment                                -           -           588 
 Loss on disposal of property, plant 
  and equipment                                          -           -            29 
 Net finance costs                                     197         118           296 
 Operating profit before changes in 
  working capital and provisions                       751         443           928 
 Increase in inventories                             (613)       (517)          (86) 
 Decrease/(increase) in trade and other 
  receivables                                          237         349         (773) 
 (Decrease)/increase in trade and other 
  payables                                           (303)       1,264         1,682 
 Decrease in provisions                                  -       (100)         (100) 
 Cash generated from operations                         72       1,439         1,651 
                                                ==========  ==========  ============ 
 Cash and cash equivalents 
 Cash at bank and in hand                            2,048       1,528         1,705 
 Bank overdrafts repayable on demand                     -           -             - 
                                                     2,048       1,528         1,705 
                                                ==========  ==========  ============ 
 

CEPS PLC

Consolidated Statement of Changes in Equity

Six months ended 30 June 2019

 
                                        Share      Share    Retained   Attributable   Non-controlling     Total 
                                      capital    premium    earnings      to owners          interest    equity 
                                                                             of the 
                                                                             parent 
                                      GBP'000    GBP'000     GBP'000        GBP'000           GBP'000   GBP'000 
 At 1 January 2018 
  (audited)                             1,320      4,843     (2,556)          3,607             1,347     4,954 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 (Loss)/profit for 
  the period                                -          -       (728)          (728)               585     (143) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Total comprehensive 
  (loss)/ income for 
  the period                                -          -       (728)          (728)               585     (143) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Proceeds from shares 
  issued net of expenses                  380        946           -          1,326                 -     1,326 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Total contributions 
  by owners of the parent 
  recognised in equity                    380        946           -          1,326                 -     1,326 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 At 30 June 2018 (unaudited)            1,700      5,789     (3,284)          4,205             1,932     6,137 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Actuarial loss                             -          -        (88)           (88)                 -      (88) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Loss for the period                        -          -       (641)          (641)              (92)     (733) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Total comprehensive 
  loss for the period                       -          -       (729)          (729)              (92)     (821) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Changes in ownership 
  interest in a subsidiary                  -          -           -              -               137       137 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Dividend paid to non-controlling 
  interest                                  -          -           -              -              (45)      (45) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Total distributions 
  recognised directly 
  in equity                                 -          -           -              -                92        92 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Correction to opening 
  position                                  -         52           -             52                 -        52 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 At 31 December 2018                    1,700      5,841     (4,013)          3,528             1,932     5,460 
  (audited) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 (Loss)/profit for 
  the period                                -          -       (270)          (270)               229      (41) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Total comprehensive 
  (loss)/income for 
  the period                                -          -       (270)          (270)               229      (41) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Acquisition of a subsidiary                -          -           -              -              (79)      (79) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 Opening balance adjustment 
  re IFRS16                                 -          -       (125)          (125)                 -     (125) 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 At 30 June 2019 (unaudited)            1,700      5,841     (4,408)          3,133             2,082     5,215 
                                    ---------  ---------  ----------  -------------  ----------------  -------- 
 

Notes to the financial information

   1.    General information 

The Company is a limited liability company incorporated and domiciled in the UK. The address of its registered office is 11 Laura Place, Bath BA2 4BL and the registered number of the company is 00507461.

The Company is listed on AIM.

This condensed consolidated half-yearly financial information was approved by the Directors for issue on 30 September 2019.

This condensed consolidated half-yearly financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2018 were approved by the Board of directors on 7 May 2019 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

This condensed consolidated half-yearly financial information has not been reviewed or audited.

There is no seasonality or cyclicality in relation to the condensed consolidated half-yearly financial information.

Basis of preparation

This condensed consolidated half-yearly financial information for the six months ended 30 June 2019 has been prepared in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. The condensed consolidated half-yearly financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2018, which have been prepared in accordance with IFRSs as adopted by the European Union.

Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2018, as described in those annual financial statements. The financial position and performance of the group was affected by the new leasing standard IFRS 16 Leases (see note 10) during the six months to 30 June 2019.

   2.    Acquisitions in the current period 

Acquisition of Travelfast Limited trading as Sampling International

On 27 March 2019 the Group acquired 100% of the ordinary shares in Travelfast Limited for a maximum aggregate consideration of GBP1,200,009, payable in cash over three years based on performance. Travelfast Limited, trading as Sampling International, is one of the leading providers in designing and manufacturing sample books, shade cards and other display solutions. The acquisition of Travelfast Limited made the newly formed group one of the largest individual pattern book and shade card makers in the UK, with two production facilities.

Effect of acquisition

The acquisition had the following provisional effect on the Group's assets and liabilities.

 
                                     2019 
                                    GBP'000 
 Property, plant and equipment          380 
 Inventories                            300 
 Trade and other receivables            936 
 Cash and cash equivalents               28 
 Trade and other payables           (2,038) 
 
 Net identifiable assets and 
  liabilities                         (394) 
 
 Fair value of assets acquired        (394) 
 Goodwill                               394 
 
 Cash consideration transferred           - 
 Cash acquired                           28 
 
 Cash outflow                             - 
 

The provisional fair values will be disclosed further in the year end accounts.

   3.    Exceptional item 

CEM

The exceptional item in the current year to date relates to the acquisition costs of Travelfast Limited and the subsequent restructuring costs of the CEM group.

Sunline

The exceptional item last year related to the liquidation of Sunline Direct Mail Limited on 26 June 2018.

   4.    Segmental analysis 

All activities, apart from those relating to Sunline, are classed as continuing.

The chief operating decision maker of the Group is its Board. Each operating segment regularly reports its performance to the Board which, based on those reports, allocates resources to and assesses the performance of those operating segments.

Operating segments and their principal activities are as follows:

   -     Aford Awards, a sports trophy and engraving company; 

- CEM, a manufacturer of fabric and wallpaper pattern books, swatches and shade cards together with Travelfast, trading as Sampling International, a manufacturer of sample books and shade cards for the wallpaper and floorcovering industries;

- Davies Odell, a manufacturer and distributor of protection equipment, matting and footwear components;

   -     Friedman's, a convertor and distributor of specialist Lycra; 

- Hickton Consultants, a provider of services to the construction industry together with BRCS (Building Consultants), a leading provider of building control services nationally;

   -     Sunline, a supplier of services to the direct mail market 

The United Kingdom is the main country of operation from which the Group derives its revenue and operating profit and is the principal location of the assets of the Group. The Group information provided below, therefore, also represents the geographical segmental analysis. Of the GBP10,174,000

(2018: GBP12,174,000) revenue, GBP8,910,000 (2018: GBP10,790,000) is derived from UK customers.

The Board assesses the performance of each operating segment by a measure of adjusted earnings before interest, tax, depreciation and amortisation and Group costs. Other information provided to the Board is measured in a manner consistent with that in the financial statements.

   i)     Results by segment 

Unaudited 6 months to 30 June 2019

 
 
                                   Aford              Davies                                Total 
                                  Awards       CEM     Odell     Friedman's     Hickton     Group 
                                 GBP'000   GBP'000   GBP'000        GBP'000     GBP'000   GBP'000 
 Revenue                           1,094     2,264     1,692          2,750       2,374    10,174 
                                --------  --------  --------  -------------  ----------  -------- 
 Segmental result 
  (EBITDA) before exceptional 
  costs                              285     (355)        49            613         448     1,040 
 Exceptional item                      -     (115)         -              -           -     (115) 
                                --------  --------  --------  -------------  ----------  -------- 
 Segmental result 
  (EBITDA) after exceptional 
  costs                              285     (470)        49            613         448       925 
                                --------  --------  --------  -------------  ---------- 
 Right of use depreciation 
  charge                            (42)      (67)      (19)           (47)         (7)     (182) 
 Depreciation and 
  amortisation charge                (3)      (59)      (27)          (122)        (11)     (222) 
                                --------  --------  --------  -------------  ---------- 
 Group costs                                                                                (174) 
 Net finance costs                                                                          (197) 
 Profit before taxation                                                                       150 
 Taxation                                                                                   (191) 
                                                                                         -------- 
 Loss for the period                                                                         (41) 
                                                                                         ======== 
 

Unaudited 6 months to 30 June 2018

 
 
                          Aford              Davies                               Continuing   Discon-tinued     Total 
                         Awards       CEM     Odell     Friedman's     Hickton    operations         Sunline     Group 
                        GBP'000   GBP'000   GBP'000        GBP'000     GBP'000       GBP'000         GBP'000   GBP'000 
 Revenue                  1,065     1,245     1,956          2,792       1,998         9,056           3,118    12,174 
                       --------  --------  --------  -------------  ----------  ------------  --------------  -------- 
 Segmental result 
  (EBITDA) before 
  exceptional costs         231      (48)      (16)            358         285           810           (202)       608 
 Exceptional costs            -         -         -              -           -                            20        20 
                       --------  --------  --------  -------------  ----------  ------------  --------------  -------- 
 Segmental result 
  (EBITDA) after 
  exceptional 
  costs                     231      (48)      (16)            358         285           810           (182)       628 
                       --------  --------  --------  -------------  ---------- 
 Depreciation and 
  amortisation charge       (4)      (35)      (11)           (60)        (50)         (160)           (148)     (308) 
                       --------  --------  --------  -------------  ---------- 
 Group costs                                                                           (165)               -     (165) 
 Net finance costs                                                                     (139)              21     (118) 
                                                                                ------------  -------------- 
 Profit/(loss) before 
  taxation                                                                               346           (309)        37 
 Taxation                                                                              (180)               -     (180) 
                                                                                ------------  --------------  -------- 
 Profit/(loss) for 
  the period                                                                             166           (309)     (143) 
                                                                                ============  ==============  ======== 
 

Audited Year to 31 December 2018

 
 
                         Aford              Davies                               Continuing   Discon-tinued      Total 
                        Awards       CEM     Odell     Friedman's     Hickton    operations         Sunline      Group 
                       GBP'000   GBP'000   GBP'000        GBP'000     GBP'000       GBP'000         GBP'000    GBP'000 
 Revenue                 1,902     2,824     3,919          5,345       4,484        18,474           3,118     21,592 
                      --------  --------  --------  -------------  ----------  ------------  --------------  --------- 
 Expenses              (1,564)   (3,251)   (4,026)        (4,173)     (3,771)      (16,785)         (3,322)   (20,107) 
 Segmental result 
  (EBITDA) before          338     (427)     (107)          1,172         713 
  exceptional costs          -         -         -              -           -         1,689           (204)      1,485 
                      --------  --------  --------  -------------  ---------- 
 Exceptional costs                                                                        -            (53)       (53) 
                      --------  --------  --------  -------------  ----------  ------------  --------------  --------- 
 Segmental result 
  (EBITDA) after 
  exceptional 
  costs                    338     (427)     (107)          1,172         713         1,689           (257)      1,432 
                      --------  --------  --------  -------------  ---------- 
 Depreciation and 
  amortisation 
  charge                  (13)      (68)      (58)          (179)         (6)         (324)           (146)      (470) 
 Customer list 
  impairment                                                                          (588)               -      (588) 
 Group costs                                                                          (386)               -      (386) 
 Net finance costs                                                                    (254)            (42)      (296) 
                                                                               ------------  -------------- 
 Profit/(loss) 
  before 
  taxation                                                                              137           (445)      (308) 
 Taxation                                                                          (568)                  -      (568) 
                                                                               ------------  --------------  --------- 
 Loss for the year                                                                 (431)              (445)      (876) 
                                                                               ============  ==============  ========= 
 
   ii)     Assets and liabilities by segment 

Unaudited as at 30 June

 
                   Segment assets      Segment liabilities     Segment net assets/(liabilities) 
                     2019      2018         2019       2018               2019              2018 
                  GBP'000   GBP'000      GBP'000    GBP'000            GBP'000           GBP'000 
 CEPS Group           299       627      (2,371)      (755)            (2,072)             (128) 
 Aford Awards       1,815     1,796        (439)      (424)              1,376             1,372 
 CEM                3,457     1,928      (4,208)    (2,286)              (751)             (358) 
 Davies Odell       1,567     1,993      (1,174)    (1,921)                393                72 
 Friedman's         6,030     4,284      (1,892)      (999)              4,138             3,285 
 Hickton            3,510     3,474      (1,379)    (1,580)              2,131             1,894 
 Total - Group     16,678    14,102     (11,463)    (7,965)              5,215             6,137 
                 ========  ========  ===========  =========  =================  ================ 
 

Audited as at 31 December 2018

 
                  Segment assets   Segment liabilities         Segment net 
                                                           assets/(liabilities) 
                         GBP'000               GBP'000                  GBP'000 
 CEPS Group                   59               (1,623)                  (1,564) 
 Aford Awards              1,762                 (494)                    1,268 
 CEM                       1,090               (1,410)                    (320) 
 Davies Odell              1,426                 (966)                      460 
 Friedman's                4,759               (1,017)                    3,742 
 Hickton                   3,487               (1,613)                    1,874 
 Total - Group            12,583               (7,123)                    5,460 
                 ===============  ====================  ======================= 
 
   5.    Earnings per share 

Basic earnings per share is calculated on the loss after taxation for the period attributable to owners of the Company of GBP270,000 (2018: loss of GBP728,000) and on 17,000,000 (2018: 13,199,940) ordinary shares, being the weighted number in issue during the period.

No adjustment is required for dilution in either period as there are no items that would have a dilutive impact on earnings per share.

   6.    Net debt and gearing 

Gearing ratios at 30 June 2019, 30 June 2018 and 31 December 2018 are as follows:

 
                                            Group           Group   Group audited 
                                        unaudited       unaudited     31 December 
                                     30 June 2019    30 June 2018            2018 
                                          GBP'000         GBP'000         GBP'000 
 
 Total borrowings                           4,906           2,376           3,057 
 Less: cash and cash equivalents          (2,048)         (1,528)         (1,705) 
                                   --------------  --------------  -------------- 
 Net debt                                   2,858             848           1,352 
                                   --------------  --------------  -------------- 
 Total equity                               5,215           6,137           5,460 
                                   --------------  --------------  -------------- 
 Gearing ratio                                55%             14%             25% 
 

In order to provide a more meaningful gearing ratio, total borrowings are the sum of bank borrowings and third-party debt, excluding loan notes used to finance the Group's acquisitions.

   7.       Share capital and premium 
 
                                      Number   Share capital   Share premium      Total 
                                   of shares         GBP'000         GBP'000    GBP'000 
 
 At 1 January 2019 and 30 June 
  2019                            17,000,000           1,700           5,841      7,541 
                                 -----------  --------------  --------------  --------- 
 
   8.       Related-party transactions 

The Group has no material transactions with related parties which might reasonably be expected to influence decisions made by users of these financial statements.

During the period the Company entered into the following transactions with its subsidiaries:

 
                                                                                                                    Sunline 
                                                          Aford                                                      Direct 
                                                         Awards        CEM     Davies    Signature     Hickton         Mail 
                                                     (Holdings)       Teal      Odell      Fabrics    Holdings   (Holdings) 
                                                        Limited    Limited    Limited      Limited     Limited      Limited 
                                                        GBP'000       GBP'    GBP'000      GBP'000     GBP'000     GBP' 000 
                                                                       000 
 Receipt of equity 
  share dividend 
 - 2019                                                       -          -          -            -           -            - 
 - 2018                                                       -          -          -            -           -            - 
 - For the year to                                            -          -          -           55           -            - 
  31 December 2018 
  (audited) 
 Receipt/(write-back) 
  of preference share 
  dividend 
 - 2019                                                       -          -          -            -           -            - 
 - 2018                                                       -          -          -            -           -         (52) 
 - For the year to                                            -          -          -            -           -            - 
  31 December 2018 
  (audited) 
 Receipt/(write-back) 
  of loan interest 
 - 2019                                                      19         86         12            -          24            - 
 - 2018                                                      27         48          3            -          24        (125) 
 - For the year to 
  31 December 2018 
  (audited)                                                  51        111         12            -          49            - 
 Receipt/(write-back) 
  of management charge 
  income 
 - 2019                                                      10          -          8           18           6            - 
 - 2018                                                      10          -          8           18           6            1 
 - For the year to 
  31 December 2018 
  (audited)                                                  20          -         15           35          13            1 
 Amount owed to the 
  Company 
 
   *    30 June 2019                                        405      1,325        486            -         623            - 
 
   *    30 June 2018                                        618      1,872        194            -         623            - 
 
  *    For the year to 31 December 2018 (audited)           537          -        534            -         623            - 
 Loans and investments 
  written-off or impaired 
 - 2019                                                       -      2,719          -            -           -            - 
 - 2018                                                       -          -          -            -           -            - 
 
        *    For the year to 31 
 
 
       December 2018 
       (audited)                                              -      2,719          -            -           -        2,702 
 
   9.       AIM Compliance Committee 

CEPS PLC is quoted on AIM and, as such, under AIM Rule 31 the Company is required to:

1. have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules;

2. seek advice from its nominated advisor ("Nomad") regarding its compliance with the AIM Rules whenever appropriate and take that advice into account;

3. provide the Company's Nomad with any information it requests in order for the Nomad to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers

4. ensure that each of the Company's directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and

5. ensure that each director discloses without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.

In order to ensure that these obligations are being discharged the Board has established a committee of the Board (the "AIM Compliance Committee"), chaired by Vivien Langford, an executive director of the Company.

Having reviewed relevant Board papers and met with the Company's Executive Board and the Nomad to ensure that such is the case, the AIM Compliance Committee is satisfied that the Company's obligations under AIM Rule 31 have been satisfied during the period under review.

   10.     Changes in accounting policies 

This note explains the impact of the adoption of IFRS 16 Leases on the Group's financial statements and discloses the new accounting policies that have been applied from 1 January 2019.

The new Standard has been applied using the modified retrospective approach, with the cumulative effect of adopting IFRS 16 being recognised in equity as an adjustment to the opening balance of retained earnings for the current period. Prior periods have not been restated. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1 January 2019.

The Group has elected not to include initial direct costs in the measurement of the right-of-use asset for operating leases in existence at the date of initial application of IFRS 16, being 1 January 2019. At this date, the Group has also elected to measure the right-of-use assets at an amount equal to the lease liability adjusted for any prepaid or accrued lease payments that existed at the date of transition.

All of the lease agreements CEPS reported as operating leases in 2018 were converted as lease agreements and recognised on the Consolidated Statement of Financial Position on the adoption of IFRS 16.

On transition to IFRS 16, the weighted average incremental borrowing rate applied to lease liabilities recognised under IFRS 16 was 8%.

Reconciliation of total operating lease commitments

 
                                                   Total 
                                                   GBP'000 
 Total operating lease commitments disclosed 
  at 31 December 2018                                2,387 
 Property - changes of lease length to break 
  date                                               (665) 
 Vehicles - change of recognition to IFRS 16 
  present value                                        (6) 
 Total lease liabilities recognised under IFRS 
  16 at 1 January 2019                               1,716 
 

The impact of adopting IFRS 16 for the six months to 30 June 2019 compared to prior years accounting standards is shown below:

 
                                   Total 
                                   GBP'000 
 Increase in depreciation              182 
 Increase in interest expense           72 
 Decrease in lease expense           (219) 
 Decrease in underlying profit          35 
 

Statement of directors' responsibility

The directors confirm that, to the best of their knowledge, these condensed consolidated half--yearly financial statements have been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

-- an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and

-- material related-party transactions in the first six months of the financial year and any material changes in the related-party transactions described in the last Annual Report.

A list of current directors is maintained on the CEPS PLC Group website: www.cepsplc.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR LLFIVASIDFIA

(END) Dow Jones Newswires

September 30, 2019 02:00 ET (06:00 GMT)

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