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SPC U.k. Spac Plc

0.205
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Share Name Share Symbol Market Type Share ISIN Share Description
U.k. Spac Plc LSE:SPC London Ordinary Share GB00B3CQW227 ORD 0.1P
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Mountfield Group plc Final Results (7546J)

17/06/2014 7:00am

UK Regulatory


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RNS Number : 7546J

Mountfield Group plc

17 June 2014

Mountfield Group Plc

("Mountfield", the "Group" or the "Company")

FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2013

Mountfield, the AIM listed construction company specializing in building and refurbishing data centres, is pleased to announce its final results for the year ended 31 December 2013.

Contacts:

 
 Mountfield Group Plc                      01268 561 516 
 Graham Read, Chief Executive Officer 
 
 WH Ireland Limited (Nominated adviser)    0207 220 1666 
 Chris Fielding, Head of Corporate 
  Finance 
 

CHAIRMAN'S REPORT

Group Highlights

I am delighted to be able to report that, having returned to profit in 2012, the Group's turnaround gathered real momentum in 2013 and the Board is optimistic that the improvement is sustainable.

The Group's strong performance was reflected in the substantial improvement in net profitability of GBP765,339 against GBP218,505 in 2012, an increase of 350%. That this was coupled with a reduction in revenue from GBP13.6m in 2012 to GBP12.3m (9.6%) reflected the ability of the Group to be more selective in the contracts that it took on and also delayed starts on a few contracts. As a result the Group achieved an operating margin of 6.9%, an improvement from the 1.4% achieved in 2012. Earnings per share increased from 0.04p in 2012 to 0.22p in 2013.

Trade receivables rose by GBP1.02m, trade and other payables increased by GBP1.11m. Cash generated from operations was GBP979k and cash flow improved by GBP972k.

Although the Board has indicated that, as a medium term objective, it wishes to begin paying dividends to shareholders, it will not be recommending the payment of a dividend this year as it is mindful of the demands on cash flow that will be made by an increase in the Group's trading at this stage.

The Group's recovery is the result of the hard work and expertise of the Group's Directors, senior management and staff. On behalf of the Board I would like to record our thanks to all of them.

The Board's confidence as to the Group's prospects is based upon the extent to which demand for construction services has recovered so strongly after the period during which the work that was available was usually offered at low or even negative margins. It is difficult to pinpoint the time when the change in demand became noticeable but with the benefit of hindsight we can see that the boost in business sentiment that accompanied the London Olympics in 2012 was transformed into a sense of confidence that has re-invigorated the construction sector as well as many other areas of business.

These increased levels of activity enabled the Group to produce a trading profit in 2012 after three years of losses and those profits were further increased in 2013 as investors and developers decided that the recovery had a secure base. This has been further evidenced during the first part of 2014 by a level of new business enquiries and invitations to tender in both of our divisions that has not been seen by the Board since the middle of 2008. The Board regards this as being a longer lasting improvement in sentiment and confidence.

CEO's REPORT

Summary of results for 2013

-- Turnover: GBP12.312m. (2012: GBP13.557m)

-- Operating profit: GBP844,512. (2012: 189,217)

-- Operating margin: 6.9% (2012: 1.4%)

-- PBT: GBP765,339. (2012: GBP218,505)

-- EBITDA: GBP862,554. (2012: GBP207,133)

-- Earnings per share: 0.22p (2012: 0.04p)

-- Net cashflow: GBP972,224. (2013 (GBP459,012))

In October 2008 the Directors of Mountfield arranged for the Company's shares to be listed on AIM, at a time when demand for construction services was high and prospects for future growth and profitability were extremely good. Although the Group's revenue exceeded GBP20m for that year with a net profit of GBP2m, the recession began within weeks of the listing and the Board's strategy for growth had to be abandoned.

Over the last 18 months and as a result of the substantial recovery both in the Group's performance and in the wider economy the Directors have revisited that strategy, have modified it to take account of changes that have occurred in the construction market and, as I describe below, have now begun to implement it for the Group.

The Group Board is currently comprised of:

Peter Jay - Executive Chairman - in addition to being Group Chairman Peter also manages Mountfield's relationships with its nomad, brokers and professional advisers. Peter was formerly a corporate lawyer and a partner in DAC Beachcroft.

Graham Read - Group Chief Executive - Graham founded the business of Mountfield Building Group in 1986 and has had over 20 years experience in the design, project management and construction of data centres.

Andrew Collins - Executive Operations Director - Andrew is responsible for Connaught, a specialist supplier and installer of raised access flooring for data centres and offices. Before joining the Group, Andrew was a divisional finance director at ISG Plc.

Adrian Sainsbury - Non-Executive Director - Adrian (who joined the Board on 17 April 2014) is CEO of the Commercial Division of Close Brothers and prior to that worked for a number of leading banks in various capacities.

The Board is supported by the Chief Financial Officer, Conor O'Mahony, who has had extensive experience in the construction industry. Conor is responsible for overseeing the accounting and financial functions of the Group and attends all meetings of the Board.

Mountfield Group Companies

The Group is comprised of three separate trading companies, Mountfield Building Group Limited ("Mountfield"), MBG Construction Limited ("Mountfield Construction") and Connaught Access Flooring Limited ("Connaught")

Mountfield carries out work as a main contractor with end user clients and has since 1996, specialised in the installation of data centres on a nationwide basis. Over the past 18 years Mountfield has successfully completed

more than forty data centres throughout the UK for clients including Vodafone, Cable and Wireless, Energis, Planet Online, ARK Continuity, DataCity Exchange, Level 3 Communications, Kingston Telecom and Colt Communications.

In addition to performing data centre works Mountfield is also active in both building fabric repair and maintenance works on a nationwide basis for a large proportion of the property portfolio of a leading telecoms operator.

Using the benefit of its experience, the Company has also offered a specialist service in fitting out and refurbishment projects for selected clients and also partner architects and building consultants; this new emphasis has resulted in a substantial increase in opportunities and contracts for Mountfield in this area, and this has been a noticeable factor in the first half of 2014.

Mountfield Construction undertakes trade contracting contracts for the UK's leading fitting out and refurbishment contractors, such as ISG, Balfour Beatty, Mansell and Bouygues. It also provides its own management and labour resources and offers trade packages, usually on a design and build basis, to meet demanding programmes on complex buildings projects, such as those relating to the alteration and refurbishment of office blocks, pharmaceutical/industrial premises and the fast track installation of schools during restricted close down periods.

Mountfield Construction also provides the labour and management for data centre projects carried out by Mountfield and supplements and supports it in its main contracting role.

Particular features of the year for the Mountfield companies were the successful completion of two large data centre projects in Birmingham and Farnborough and the winning of a large construction contract on a high profile building in Central London.

The business of Connaught, a provider of access flooring solutions to main contractors and corporate end users has, since it was acquired by the Group in 2004, supplied and installed in excess of 8 million square feet of flooring to commercial offices and data centre installations. It specializes in and has developed a strong reputation for providing and installing raised access flooring solutions designed to accommodate varying depths of floor void and finish specifications.

The increased confidence in the construction sector since 2012 has not only seen the rebirth of the fit out market, but also the return of the two-stage tender process which plays to Connaught's strengths as it enables the Company to present its professionalism and credentials and compete on quality of service, expertise and experience, rather than simply on price.

Efforts made to source work from new areas are proving successful and new relationships, particularly in the transport and leisure sectors are providing a regular stream of business, with work being gained at both Heathrow and Gatwick Airports.

A particular feature of 2013 for Connaught, was the contract won for the provision of raised access flooring at a substantial new data centre that was being constructed in Scandinavia. As a result of the success of this project for Connaught it is seeking similar overseas based data centre flooring contracts.

In 2013 Connaught also successfully completed flooring installations for two significant data centre installations for Mace and ISG Plc, respectively.

In addition, Connaught has established itself as one of the few recognised specialists for the flooring elements of fitting out contracts in commercial office space for new build and refurbishment projects for corporate end users such as BP, HP, Linklaters, Merrill Lynch, Reed Smith, BBC, Standard Chartered Bank, UBS, Henderson Global, Lockton, Multiplex and Unilever. Currently Connaught in engaged on the installation of 40,000m2 of Flooring in a major new headquarters that is being built in the City of London.

Finance

The Group is financed from the cash it generates from its operations, with the support of a bank overdraft facility of GBP600,000. To help finance the rapid expansion of business activity as the recession came to an end the Group raised GBP450,000 in July 2013 through a share placing to EIS funds and professional investors.

The construction market

The recession that began at the end of 2008 had an immediate and dramatic impact on the Group's turnover and profitability and it was not until late 2012 that the Group noticed the first signs of recovery and an increase in construction demand.

The Group is now experiencing levels of activity in terms of work in hand, enquiries and tenders last seen in the middle of 2008, and it is from this that the Directors have concluded that the activity levels will be sustained and that their optimism for the Group's future is well based. The Board believes that the time spent marketing and developing new business during the recession will result in the award of contracts in addition to those that are currently being negotiated.

The data centre market

The data centre construction market in the UK has experienced rapid growth in demand over the last 15 years. Although the requirement for additional major data centres has lessened, that has not reduced the overall demand for construction services for the data center market as continued expansion has created and will continue to create demand for enhancements and additions to existing structures and for smaller centres.

However, an important recent development in the data centre construction market has been the demand for new centres (often of a substantial size) in the Scandinavian countries where climatic conditions help reduce the otherwise significant costs of cooling the centres. Following the construction of a large centre in Finland (for which Connaught supplied and installed the raised access flooring), further centres are now being planned in other Scandinavian countries.

The increased emphasis that will be placed on expanding the capacity of, and upgrading, existing centres means that the prospects for the data centre sector in terms of demand for specialist construction services (including raised access flooring) remains extremely good for the medium to long term.

Group's strategy

The Board has worked over the last eighteen months to ensure that the Group's profitability is not predominantly dependent on the demand from the data centre sector, notwithstanding its long established presence and reputation in it. It is for this reason that it has sought to widen the scope of the Group's activities so that, whilst working to increase the amount of income that it obtains from the data centre market, the Board has been aiming to ensure that the Group has a strong presence in other areas where the services of a company that offers high quality construction services and project management skills are likely to be in demand. The Directors are pleased to report that the success of this aspect of the strategy is demonstrated by the fact that around half of the Group's revenue is now earned from non-data centre related activities.

The Board intends to continue to grow the Group into a highly profitable, mid-sized operation that provides specialised construction services in a number of diverse but related areas. The Group's reputation has been built on its ability to undertake and to manage specialist construction services to a high level of quality and to deliver the completed project to the client on time. This will remain at the core of its strategy.

Although the Group was hit hard by the recession, it survived it without lasting damage. It did however have to put the strategy that it had developed at the time of its listing in October 2008 on hold for four years. The Directors are now keen to see the Group's revenue and profits increase through organic growth and through carefully selected acquisitions.

Organic growth will come not only from the upturn in the marketplace and from repeat business opportunities from existing clients, but also from the strong relationships being made with developers and construction professionals that will in turn create further and new opportunities.

Growth by acquisition will come from incorporating into the Group, companies that either can be integrated into it to help provide a commercially attractive, broader contract solution or which increase the Group's offering in areas which it currently has a strong track record.

Future prospects

The Board is extremely optimistic about the Group's future. Its excellent reputation in both data centre construction and in the provision of specialist construction services (such as office fitting out and refurbishment) has resulted in it being a favoured choice on projects as a main contractor or as a trade contractor on larger contracts. It is therefore well placed to benefit from the evident upturn in the construction market.

The Directors believe that the demand that the Group is experiencing in terms of enquiries, invitations to tender and, most importantly, secured orders is not of a short term nature and they are hopeful that the rates of growth of its business will, for the reasons mentioned in this Report, increase substantially over the next few years.

DIRECTORS' REPORT

The directors present their annual report and audited financial statements for the year ended 31 December 2013.

Principal activities

The principal activities of the Group are the construction and fit-out of Data Centres for the IT industry together with office fit-out and refurbishment.

Review of business

A detailed review of the development of the business is contained in the Chairman's and Chief Executive's Statement.

Results

The Group made a pre-tax operating profit from continuing operations of GBP844,512 (2012: GBP189,217) for the year ended 31 December 2013 on turnover of GBP12,312,140 (2012: GBP13,556,918).

At 31 December 2012 the Group had net assets of GBP5,853,656 (2012: GBP4,920,311).

Dividends

The Directors do not propose payment of any dividends for the year ended 31 December 2013.

Principal risks

The principal risks and uncertainties facing the Group relate to:

Attraction and retention of key employees

The Group's future success is substantially dependent on the continued services and performance of its directors, senior management and other key personnel and its ability to continue to attract and retain highly skilled and qualified personnel.

The senior executive directors of the business all have significant shareholdings in the parent company and are all permanent employees. The other senior management and key personnel, most of whom have been with the Company for a long time, are participating in the Company's share option scheme which was introduced in 2012.

Economic downturn and other macroeconomic factors

The Group's success is substantially dependent on the general level of economic activity and economic conditions in the United Kingdom.

Many of the Group's contracts, including renewals or extensions of previous contracts, are awarded through competitive bidding processes. Any downturn in the economy, or any other macroeconomic factor, either in the UK or globally, may reduce the number of contracts coming up for bidding.

The competitive bidding processes present a number of additional risks, including the incurring of substantial cost and managerial time to prepare bids and proposals for contracts that the Group may not ultimately win. The Group may face additional competition in the bidding process either from existing competitors or new market entrants.

The Company is seeking to mitigate its exposure to the sectors in which it currently operates by diversifying its client base and in particular expanding into closely aligned areas of activity. It is also seeking to diversify by modest investment in new businesses in the same sector.

Reliance on key customers and clients

The business of the Group is dependent upon the continuing contracts that it has, and relationships that it has developed, with certain customers.

Whilst signed contracts are in place with key customers, the successful completion and timing of contracted projects are not guaranteed and are susceptible to external factors outside of the control of the Group. Similarly, contracted projects may in some circumstances be susceptible to delays or variation by customers or be affected by unforeseen changes in circumstances relating to the market, technology, legislation, economic or other business factors. This may affect the cashflow and subsequent performance of the Group.

Whilst continuing to work with a well established client base, the Group is seeking to diversify through identifying other potential clients for its core Data Centre work. It is also attempting to exploit its core competencies by building links with developers which require contractors with similar skills to work on non Data Centre related projects.

Reliance on Subcontractors

The Group utilises subcontractors on a project-by-project basis to meet contractual obligations. Such projects will rely on the subcontractors performing their duties and obligations, not only in terms of timely delivery but also in terms of their performance obligations. Any such non-performance may result in time and cost over-runs on the Group's projects and reduce the value of its returns.

Subcontractors are vetted by senior management and normally engaged to work on closely defined and managed aspects of contracts. Most subcontractors have a long standing trading history with the Group.

Health and safety

The Group undertakes Construction activities, often working within difficult conditions and with heavy machinery which if improperly used could result in personal injury or in extreme cases, fatalities.

The Group takes the health and safety of its employees and clients very seriously and employs Health and Safety advisors on all significant contracts. It also has a firm of Health and Safety Advisors with whom it consults on a regular basis.

Key performance indicators

The Directors use a number of performance indicators which are used to manage the business but, as with most businesses the focus in the Statement of Comprehensive Income at the top level is on sales, margins, staff numbers and overheads compared to budget and the prior year. In the Statement of Financial Position the focus is on managing working capital.

Financial instruments

Details of the Group's financial risk management objectives and policies are included in note 19 to the financial statements.

Directors

The Directors who served during the year were:

P H Jay

G J Read

A J Collins

T Spanner (resigned 1 August 2013)

Charitable Donations

During the year the Group made charitable donations totalling GBP2,643 (2012: GBP1,642)

Substantial Shareholdings

So far as the Directors are aware the parties who are directly or indirectly interested in 3% or more of the nominal value of the company's share capital at 13 June 2014 are as follows:

 
                   Number of shares issued   % Ordinary share 
                                                  capital 
 Peter Jay               23,500,000                9.2% 
 Graham Read             84,203,031               33.2% 
 Andy Collins            32,300,000               12.7% 
 Commerzbank AG           15,964,019              6.28% 
 

Creditor payment policy

The Group's current policy concerning the payment of trade creditors is to:

a) settle the terms of payment with suppliers when agreeing the terms of each transaction;

b) ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

c) pay in accordance with the Group's contractual and other legal obligations.

At the year end trade creditors represented 108 days' expenses.

Going Concern

The Directors have prepared and reviewed financial forecasts and the cash flow requirements to meet the Group and the Company's financial objectives. The Directors are satisfied that, taking into account the current cash resources and facilities available to the business and its future cash requirements, it is appropriate to prepare accounts on a going concern basis.

Disclosure of information to auditors

Each of the Directors who are in office at the date when this report is approved has confirmed that, as far as they are aware, there is no relevant audit information of which the auditors are unaware. Each of the Directors have confirmed that they have taken all the steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that the auditors are aware of such information.

Auditors

During the year Adler Shine LLP were appointed as auditors to the company. A resolution proposing the reappointment of Adler Shine LLP as auditors will be put to the members at the next Annual General Meeting.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                                 2013           2012 
                                   Note           GBP            GBP 
 
 
 
   Revenue                          3      12,312,140     13,556,918 
 
 Cost of sales                      4     (9,865,759)   (11,797,502) 
                                         ------------  ------------- 
 
 Gross profit                               2,446,381      1,759,416 
 
 Administrative expenses            5     (1,601,869)    (1,570,199) 
                                         ------------  ------------- 
 
 Operating profit                             844,512        189,217 
 
 
 Net finance (costs)/income         5        (79,173)         29,288 
                                         ------------  ------------- 
 
 Profit before income tax                     765,339        218,505 
 
 Income tax expense                 6       (262,579)      (135,554) 
 
 Profit/(loss) for the year and 
  total comprehensive income                  502,760         82,951 
 
   Earnings per share               7 
 
 
 
 
 Basic earnings per share      0.22p   0.04p 
 Diluted earnings per share    0.18p   0.03p 
                              ======  ====== 
 

There are no recognised gains and losses other than those passing through the Statement of Comprehensive Income.

As permitted by Section 408 of the Companies Act 2006, no separate Statement of Comprehensive Income is presented in respect of Mountfield Group Plc. Its profit for the year ended 31 December 2013 was GBP313,577 (2012: loss - GBP 23,301).

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2013

 
                                                  2013             2012 
                                    Note           GBP              GBP 
 ASSETS 
 Non-current assets 
 Intangible assets                   8      10,788,521       10,788,521 
 Property plant and equipment        9         114,384          116,432 
 Deferred income tax assets          16        428,756          599,986 
                                          ------------  --------------- 
                                            11,331,661       11,504,939 
                                          ------------  --------------- 
 Current assets 
 Inventories                         10         80,489           82,005 
 Trade and other receivables         11      3,243,910        2,228,480 
 Cash and cash equivalents           12        313,675          223,337 
                                          ------------  --------------- 
                                             3,638,074        2,533,822 
                                          ------------  --------------- 
 TOTAL ASSETS                               14,969,735       14,038,761 
                                          ============  =============== 
 
 EQUITY AND LIABILITIES 
 Issued share capital                13        254,244          216,744 
 Share premium                               1,490,682        1,120,432 
 Share based payments reserve                  329,781          320,961 
 Capital redemption reserve                      7,500                - 
 Merger reserve                             12,951,180       12,951,180 
 Reverse acquisition reserve               (2,856,756)      (2,856,756) 
 Retained earnings                         (6,322,975)      (6,832,250) 
                                          ------------  --------------- 
 TOTAL EQUITY                                5,853,656        4,920,311 
                                          ------------  --------------- 
 
 Current liabilities 
 Trade and other payables            14      4,557,389        3,442,863 
 Short-term borrowings               15      1,087,665        1,934,147 
 Finance lease liabilities           15          6,917            8,496 
 Income tax                                     91,350            6,691 
                                          ------------  --------------- 
                                             5,743,321        5,392,197 
 Non-current liabilities 
 Loan notes                          15      3,363,029        3,718,921 
 Finance lease liabilities           15          9,729            7,332 
 Provision for deferred taxation     16                               - 
                                          ------------  --------------- 
                                             9,116,079        9,118,450 
                                          ------------  --------------- 
 
 TOTAL EQUITY AND LIABILITIES               14,969,735       14,038,761 
                                          ============  =============== 
 
 

The financial statements were approved by the board on 16 June 2014

Graham Read

Director

COMPANY REGISTRATION NO. 06374598

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                                        2013                2012 
                                          Note           GBP                 GBP 
 Cash flows from operating activities 
 Operating profit                                    844,512             189,217 
 Adjusted for: 
 Depreciation                                         18,042              17,916 
 Loss on disposal of property, 
  plant and equipment                                      -               3,606 
 Share-based payment charge                           15,335              26,939 
 Decrease/(increase) in inventories                    1,517            (6,438) 
 (Increase)/decrease in trade and 
  other receivables                              (1,015,430)              64,144 
 Increase/(decrease) in trade and 
  other payables                                   1,114,529         (218,465) 
                                                ------------  ------------------ 
 
 Cash generated in operations                        978,505            76,919 
 
 Finance costs                                      (86,393)              25,407 
 Finance income                                        7,220               3,881 
 Taxation paid                                       (6,692)                   - 
                                                ------------  ------------------ 
 
 Net cash inflow from operating 
  activities                                         892,640           106,207 
                                                ------------  ------------------ 
 
 Cash flows from investing activities 
 Purchases of property, plant and 
  equipment                                         (15,994)           (12,864) 
 Proceeds from sale of fixed assets                        -               2,500 
                                                ------------  ------------------ 
 
 Net cash used in investing activities              (15,994)          (10,364) 
                                                ------------  ------------------ 
 
 Cash flows from financing activities 
 Proceeds from issue of shares                       450,000                   - 
 Costs of shares issued                             (34,750)                   - 
 Finance lease rentals                                   816             (7,963) 
 Repayment of non-convertible loan 
  notes                                            (351,392)          (346,892) 
 Proceeds/(repayment) from short-term 
  loans                                               30,904          (200,000) 
                                                ------------  ------------------ 
 Net cash flows generated from/(used 
  in) financing activities                            95,578          (554,855) 
                                                ------------  ------------------ 
 Net cash increase/(decrease) in 
  cash and cash equivalents                          972,224          (459,012) 
 
 Cash and cash equivalents brought 
  forward                                          (758,218)          (299,206) 
                                                ------------  ------------------ 
 
 Cash and cash equivalents carried 
  forward                                  12        214,006          (758,218) 
                                                ============  ================== 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                                                          Share 
                                                                           based                   Capital                                       Reverse 
                         Share                  Share                     payment                 redemption               Merger               acquisition               Retained 
                         capital                premium                   reserve                   reserve                reserve                reserve                 earnings               Total 
                           GBP                    GBP                       GBP                       GBP                    GBP                    GBP                      GBP                  GBP 
 
 At 1 January 
  2012                         216,744              1,120,432                      294,022                      -             12,951,180            (2,856,756)                (6,915,201)       4,810,421 
 Total 
  comprehensive 
  income for 
  the year                           -                      -                            -                      -                      -                      -                     82,951          82,951 
 Movement 
  in year                            -                      -                       26,939                      -                      -                      -                          -          26,939 
                 ---------------------  ---------------------  ---------------------------  ---------------------  ---------------------  ---------------------  -------------------------  -------------- 
 At 31 December 
  2012                         216,744              1,120,432                      320,961                      -             12,951,180            (2,856,756)                (6,832,250)       4,920,311 
 
 Total 
  comprehensive 
  income for 
  the year                           -                      -                            -                      -                      -                      -                    502,760         502,760 
 Shares issued 
  in period                     45,000                405,000                            -                      -                      -                      -                          -         450,000 
 Cost of shares 
  issued                             -               (34,750)                            -                      -                      -                      -                          -        (34,750) 
 Shares 
  cancelled 
  in period                    (7,500)                      -                            -                  7,500                      -                      -                          -               - 
 Share based 
  payment 
  charge                             -                      -                       15,335                      -                      -                      -                          -          15,335 
 Cancelled 
  share options                      -                      -                      (6,515)                      -                      -                      -                      6,515               - 
                 ---------------------  ---------------------  ---------------------------  ---------------------  ---------------------  ---------------------  -------------------------  -------------- 
 
 At 31 December 
  2013                         254,244              1,490,682                      329,781                  7,500             12,951,180            (2,856,756)                (6,322,975)       5,853,656 
                 =====================  =====================  ===========================  =====================  =====================  =====================  =========================  ============== 
 

Merger Reserve

The merger reserve exists as a result of the acquisitions of Mountfield Building Group Limited, MBG Construction Limited, Connaught Access Flooring Holdings Limited and Mountfield Land Limited where the consideration included the issue of new shares by the Company, thereby attracting merger relief under the Companies Act 2006. The merger reserve represents the difference between the nominal value of the share capital issued by the Company and the fair value of those shares at the date of acquisition.

Reverse Acquisition Reserve

The reverse acquisition reserve exists as a result of the method of accounting for the acquisition of Mountfield Building Group Limited and MBG Construction Ltd (note 1.4).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

   1          Accounting policies 

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below.

   1.1        General information 

Mountfield Group plc is a company incorporated in England and Wales. The registered number of the Company is 06374598. The address of its registered office is 3C Sopwith Crescent, Wickford Business Park, Wickford, Essex SS11 8YU.

   1.2        IFRS compliance and adoption 

Statement of compliance with IFRS

These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs), IFRIC Interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The adoption of these standards has not resulted in any changes to the Group's accounting policies and has not affected amounts reported in prior years.

The financial statements have been prepared under the historical cost.

Sources of estimation uncertainty

The preparation of financial statements under IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and assumptions are reviewed on an ongoing basis and any revision to estimates or assumptions are recognised in the period in which they are revised and in future periods affected.

Significant judgements

The material areas in which estimates and judgements are applied are as follows:

Goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which the goodwill has been allocated. The value in use calculation requires the Company to estimate future cashflows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the balance sheet date was GBP10.8 million. Details regarding the goodwill carrying value and assumptions used in carrying out the impairment reviews are provided in note 8.

Receivables

The Group reviews the net recoverable value of its accounts receivables on a periodic basis to provide assurance that recorded accounts receivables are stated net of any required provision for impairment. Factors that could impact recoverability include the financial propriety of customers and related economic trends. Changes in these factors that differ from managements estimates can result in an adjustment to the carrying value and amounts charged to income in specific periods. More details on gross balances and provisions made are included in note 11.

Accounting for construction contracts

In accordance with IAS 11 "Construction Contracts", management is required to estimate total expected contract costs and the percentage of contract completion in determining the appropriate revenue and profit to recognise in the period. The Group uses the work of expert professional Chartered Surveyors to determine accurately the level of work that has been completed by the year-end. The Group also has appropriate control procedures to ensure that all estimates are determined on a consistent basis and are subject to appropriate review and authorisation.

Share-based payments

The estimates of share-based payments costs require that management selects an appropriate valuation model and makes decisions on various inputs into the model, including the volatility of its own share price, the probable life of the options before exercise and behavioural consideration of employees.

Deferred taxation

The Group provides for deferred taxation using the liability method. Deferred tax assets are recognised in respect of tax losses where the Directors believe that it is probable that future profits will be relieved by the benefit of tax losses brought forward. The Board considers the likely utilisation of such losses by reviewing budgets and medium term plans for each taxable entity within the Group. If the actual profits earned by the Group's taxable entities differ from the budgets and forecasts used then the value of such deferred tax assets may differ from that shown in these financial statements.

Presentation and functional currency

The financial statements are presented in pounds sterling, which is the Group's functional currency.

   1.3        Standards and interpretations 

At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

 
                                                                 Effective date 
                                                              (period beginning 
                                                                   on or after) 
 IFRS 2,3,8,     Amendments resulting from Annual                   1 July 2014 
  IAS 16,24,36    Improvements 2010-2012 Cycle 
 IFRS 3,13,      Amendments resulting from Annual                   1 July 2014 
  IAS 40          Improvements 2011-2013 Cycle 
 IFRS 7          Deferral of mandatory effective date            1 January 2015 
                  of IFRS 9 and amendments to transition 
                  disclosures 
 IFRS 9          Deferral of mandatory effective date            1 January 2015 
                  of IFRS 9 and amendments to transition 
                  disclosures 
 IFRS 10         Amendments for investment entities              1 January 2014 
 IFRS 11         Amendments regarding the accounting 
                  of acquisition of an interest in                 January 2016 
                  a joint operation 
 IFRS 12         Amendments for investment entities              1 January 2014 
 IAS 16,36       Amendments regarding the classification 
                  of acceptable methods of depreciation          1 January 2016 
                  and amortisation 
 IAS 19          Employee Benefits - Amended to clarify             1 July 2014 
                  the requirements that relate to how 
                  contributions from employees or third 
                  parties that re linked to service 
                  should be attributed to periods of 
                  service 
 IAS 27          Amendments for investment entities              1 January 2014 
 IAS 32          Financial Instruments: Presentation             1 January 2014 
                  - Amendments to application guidance 
                  on the offsetting of financial assets 
                  and financial liabilities 
 IAS 36          Amendments arising from recoverable 
                  amount disclosures for non-financial           1 January 2014 
                  assets 
 IAS 39          Financial Instruments: Recognition              1 January 2014 
                  and Measurement- Amendments for novation 
                  of derivatives 
 IFRIC 21        Levies                                          1 January 2014 
 

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the Group's financial statements.

   1.4        Basis of consolidation 

Subsidiaries

The Group financial statements consolidate the financial statements of the Company and all its subsidiaries. Subsidiaries include all entities over which the Group has the power to govern financial and operating policies. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control commences until the date that control ceases. Intra-group transactions are eliminated in preparing the Consolidated Financial Statements.

A list of the significant investments in subsidiaries, including the name, country of incorporation and proportion of ownership interest is given in note 2 to the Company's separate financial statements.

Business combinations and goodwill

On 16 October 2008, Mountfield Group plc ("the Company") acquired the entire issued share capital of Mountfield Building Group Limited, which has one wholly owned subsidiary, MBG Construction Limited (the "MBG Group") acquired in August 2008. The consideration of GBP7,622,000 was satisfied by the issue of 51,220,000 Ordinary Shares of 0.1p each at a price of 10p per share and by the issue of GBP2,500,000 unsecured non-convertible loan notes.

As a result of these transactions, the former shareholders of MBG Group became the majority shareholders in the Company. Accordingly, the substance of the transaction was that MBG Group acquired the Company in a reverse acquisition.

Under IFRS 3 'Business Combinations', the acquisition of MBG Group has been accounted for as a reverse acquisition.

The acquisitions of Connaught Access Flooring Limited, MBG Construction Limited and Mountfield Land Limited are accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree plus any costs directly attributable to the business combination.

Goodwill

Goodwill on acquisition of subsidiaries represents the excess of the cost of acquisition over the fair value of the Group's share of the net identifiable assets and contingent liabilities acquired. Identifiable assets are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but tested annually for impairment or when trigger events occur, and is carried at cost less accumulated impairment losses.

   1.5        Revenue recognition 

Revenue is stated exclusive of VAT and consists of sales of services to third parties.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Retentions are recognised throughout the life of a contract and are deducted from the sales invoice.

Revenue relating to contracts includes the amount initially agreed in the contract plus any variations in contract work to the extent that it is probable they will result in revenue and can be reliably measured. As soon as the outcome of the contract can be measured reliably, revenue and expense is recognised in the statement of comprehensive income on a stage of completion basis. The stage of completion is determined by reference to a survey of work performed. Any losses are recognised immediately in the statement of comprehensive income as soon as they are foreseen.

   1.6        Contract work in progress 

Revenue from fixed price construction contracts is recognised on the percentage of completion method, measured by reference to the percentage of contract costs incurred for work performed to date to the estimated total contract costs or the proportion of the value of work done to the total value of work under the contract, except where these would not be representative of the stage of completion. Full provision is made for all known or expected losses on individual contracts immediately once such losses are foreseen.

   1.7        Amounts recoverable on long term contracts 

Profit on long term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen. Amounts which are recoverable on long-term contracts are shown within debtors under the heading 'Amounts Recoverable on Contracts' which have not yet been invoiced and are stated net of discounts allowed.

   1.8        Share-based payments 

The Group makes equity-settled share-based payments to its employees and directors. The fair value of options and warrants granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options and warrants granted is measured based on the Black-Scholes framework, taking into account the terms and conditions upon which the instruments were granted. At each balance sheet date, the Company revises its estimate of the number of options and warrants that are expected to become exercisable.

   1.9        Retirement benefits: Defined contribution schemes 

Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the year to which they relate.

   1.10      Impairment 

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

   1.11      Property, plant and equipment 

Property, plant and equipment is stated at cost less accumulated depreciation.

Property, plant and equipment is depreciated over the estimated useful life of the asset, as follows:

   Freehold land                                         Not depreciated 
   Freehold buildings                                  2% per annum straight line 
   Leasehold improvements                        Over the period of the lease 
   Fixtures, fittings and equipment               10% per annum reducing balance 
   Plant and equipment                              20% - 25% per annum straight line 
   Motor vehicles                                       20% - 25% per annum straight line 
   1.12      Leasing 

A lease is classified as a finance lease if it transfers substantially all the risks and rewards of ownership. All other leases are classified as operating leases. Classification is made at the inception of the lease.

Assets obtained under finance leases are capitalised as property, plant and equipment and depreciated over the shorter of the lease term and their useful lives. Obligations under such arrangements are included in payables net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the statement of comprehensive income so as to produce constant periodic rates of charge on the net obligations outstanding in each period.

Rentals paid under operating leases are charged to the statement of comprehensive income as incurred on a straight line basis over the lease term.

   1.13      Inventories 

Inventories are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving items. Cost includes direct materials, direct labour and those overheads that have been incurred in bringing the inventory to its present location and condition.

   1.14      Financial instruments 

Financial assets and financial liabilities are recognised on the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

The financial instruments, which excludes current receivables and payables, comprise cash or overdraft and unsecured non-convertible loan notes. The Directors consider the fair value not to be materially different to the carrying value for the financial instruments. During the years under review, the Group did not enter into derivative transactions and did not undertake trading in any financial instruments.

   1.15      Trade and other receivables 

Trade receivables are recognised at fair value less any provision for impairment. A provision for impairment is made when collection of the full amount is no longer probable. Bad debts are written off when identified. The fair value of trade and other receivables are equivalent to their book values as set out in the financial information.

   1.16      Cash and cash equivalents 

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand, demand deposits and other short-term highly liquid investments that is readily convertible to a known amount of cash and is subject to an insignificant risk of change in value.

For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents net of outstanding bank overdrafts.

   1.17      Financial liabilities and equity 

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

   1.18      Share capital 

The Company has one class of ordinary share, which carries no rights to fixed income. All ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets.

Ordinary shares issued by the Company are classified as equity and recorded at fair value on initial recognition received, net of direct issue costs.

   1.19      Trade and other payables 

Trade payables are initially recognised at fair value and subsequently at amortised cost. The fair value of the trade and other payables are equivalent to their book values as set out in the financial information.

   1.20      Taxation 

The taxation charge represents the sum of current tax and deferred tax.

The current tax charge is based on the taxable profit/loss for the period using the tax rates that have been enacted or substantially enacted by the balance sheet date. Taxable profit differs from the net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred tax is provided using the liability method, in respect of temporary differences between the carrying amount of the assets and liabilities and their tax base. Deferred tax is recognised in the statement of comprehensive income, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised in equity.

Deferred tax assets are recognised only when it can be regarded as probable that there will be suitable taxable profits in the foreseeable future against which the deductible temporary difference can be utilised. Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

   2          Segmental reporting 

Segment information is presented in respect of the Group's business segments, which are based on the Group's management and internal reporting structure as at 31 December 2013.

The chief operating decision-maker has been identified as the Board of Directors (the Board). The Board reviews the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on these reports and on the internal report's structure.

Segment performance is evaluated by the Board based on revenue and profit before tax (PBT). Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, such as centrally managed costs relating to individual segments and costs relating to land used in more than one individual segment.

Given that income taxes and certain corporate costs are managed on a centralized basis, these items are not allocated between operating segments for the purposes of the information presented to the Board and are accordingly omitted from the analysis below.

The Group comprises the following segments:

Construction

Direct contracting and trade contracting services to both main contractors and corporate end users.

Fit-out

Providing raised flooring systems to both main contractors and corporate end users.

Segmental operating performance

 
                                       2013                          2012 
                               --------------------  ----------------------------------- 
                                             Profit                               Profit 
                                            /(loss)                              /(loss) 
                                             before                               before 
                                 Revenue        tax            Revenue               tax 
 
                                 GBP'000    GBP'000            GBP'000           GBP'000 
 
 Construction                      6,681       (15)              9,916               (8) 
 Fit-out                           5,791        365              3,736               198 
                               ---------  ---------  -----------------  ---------------- 
                                  12,472        350             13,652               190 
 Inter-segmental revenue and 
  unallocated                      (160)        415               (95)                29 
                               ---------  ---------  -----------------  ---------------- 
                                  12,312        765             13,557               219 
                               =========  =========  =================  ================ 
 

Business segments assets and liabilities

 
                                        2013                     2012 
                              -----------------------  ------------------------ 
                                Assets    Liabilities     Assets    Liabilities 
 
                               GBP'000        GBP'000    GBP'000        GBP'000 
 
 Construction                    2,388          4,195      2,078          4,337 
 Fit-out                         1,764          1,059      1,072            632 
 
                                 4,152          5,254      3,150          4,969 
 Goodwill - Construction         5,914              -      5,914              - 
 Goodwill - Fit-out              4,874              -      4,874              - 
 Other unallocated assets & 
  liabilities                       30          3,862        101          4,149 
                              --------  -------------  ---------  ------------- 
                                14,970          9,116     14,039          9,118 
                              ========  =============  =========  ============= 
 

Unallocated assets consist of deferred tax, trade and other receivables and cash held by the Parent Company. Unallocated liabilities consist of trade and other payables and interest bearing loans owed by the Parent Company.

Other segment information

 
                                                2013      2012 
                                             GBP'000   GBP'000 
 Depreciation included in segment results 
 
 Construction                                      8        10 
 Fit-out                                          10         8 
                                            --------  -------- 
                                                  18        18 
                                            ========  ======== 
 

Revenue by geographical destination

Revenue is attributable to the United Kingdom and other EU markets.

Total assets including property, plant and equipment and intangible assets are all held in the United Kingdom.

   3          Construction contracts 
 
                                              2013         2012 
                                            GBP          GBP 
 Contract revenue recognised in 
  relation to construction contracts 
  in the year and retentions            12,312,140   13,556,918 
                                       ===========  =========== 
 
 For contracts in progress at the 
  balance sheet date: 
 Aggregate cost incurred to date         7,405,951    4,570,953 
 Recognised profit to date               2,397,783      763,417 
 Retentions due                            310,427      165,661 
                                       ===========  =========== 
 

Major customers

Total group revenue to four customers all relating to construction and fit-out, totalled GBP8,358,158, split as follows:

 
 Construction         2013        2012 
                    GBP         GBP 
 Customer 1      2,916,021   5,115,977 
 Customer 2      1,140,600   1,210,000 
                ----------  ---------- 
                 4,056,620   6,325,977 
                ==========  ========== 
 
 
 Fit-out            2013        2012 
                  GBP         GBP 
 Customer 1    3,608,997   2,186,586 
 Customer 2      692,541     151,459 
              ----------  ---------- 
               4,301,538   2,338,045 
              ==========  ========== 
 
 
 4 Cost of sales                                                2013         2012 
                                                              GBP          GBP 
 Direct costs                                              9,865,759   11,797,502 
 Adjustment to amount receivable on long term contracts            -            - 
                                                          ----------  ----------- 
 Total cost of sales                                       9,865,759   11,797,502 
                                                          ==========  =========== 
 
   5           Other income and expenses 
 
                                                         2013                2012 
                                                     GBP               GBP 
  Finance income/(expense) 
  Loan interest                                      (16,000)        (114,662) 
  Interest on finance leases                          (1,888)             (527) 
  Loan note interest (interest waived by loan 
   note holders)                                            -          189,774 
  Other interest                                     (21,381)         (20,598) 
  Bank interest                                      (47,124)         (28,580) 
                                                -------------  ------------------ 
  Interest paid                                      (86,393)              25,407 
 
  Finance income 
  Bank interest received                                    -                   - 
  Other interest received                               7,220             3,881 
                                                -------------  ------------------ 
 
  Net finance (costs)/income                         (79,173)           29,288 
                                                =============  ================== 
 
 
 
 

Administrative expenses include:

 
                                             2013     2012 
                                             GBP      GBP 
 
 Depreciation of property, plant and 
  equipment 
 - owned by the Group                      13,474   11,146 
 - held under finance leases                4,568    6,770 
 Operating lease rentals - other           48,997   56,605 
 Auditors remuneration 
 Fees payable to the company's auditor 
  for the audits of the parent company, 
  consolidated financial statements and 
  the subsidiaries                         35,000   40,000 
                                          =======  ======= 
 

Average number of employees

The average number of employees (including executive Directors) was:

 
                   2013   2012 
                    No.    No. 
 
 Administration       8      8 
 Cost of sales       22     23 
 Management          11     11 
                  -----  ----- 
 
                     41     42 
                  =====  ===== 
 

Wages and salaries

 
                                  2013        2012 
                                GBP         GBP 
 
 Wages and salaries          1,561,007   1,661,404 
 Social security costs         177,666     184,529 
 Post employment benefits       53,100      53,100 
                            ----------  ---------- 
 
                             1,791,773   1,899,033 
                            ==========  ========== 
 

Key management personnel compensation

 
                                   2013     2012 
                                   GBP      GBP 
 
 Short-term employee benefits    16,437   16,165 
 Post-employment benefits        53,100   53,100 
                                -------  ------- 
 
                                 69,537   69,265 
                                =======  ======= 
 

Directors' remuneration

 
                                                                                    2013         2012 
               Salaries and fees    Benefits in kind   Post employment benefit     Total        Total 
                      GBP                 GBP                    GBP               GBP            GBP 
 
 G Read                        -               2,233                    53,100    55,333       55,415 
 A Collins                 6,475               7,729                         -    14,204       13,850 
 P Jay                    30,500                   -                         -    30,500       24,000 
 T Spanner                     -                   -                         -         -       22,500 
             -------------------  ------------------  ------------------------  --------  ----------- 
                          36,975               9,962                    53,100   100,037      115,765 
             ===================  ==================  ========================  ========  =========== 
 

The remuneration as disclosed for G Read includes GBP17,400 (2012: GBP17,400) of pension contributions paid for his wife, J Read. The number of Directors for whom retirement benefits are accruing under money purchase pension schemes was 1 (2012:1)

   6          Income tax expense 
 
                                                  2013            2012 
                                                   GBP             GBP 
 Current tax 
 UK corporation tax                             91,350           6,691 
                                            ----------  -------------- 
 
 Total current tax                              91,350           6,691 
 
 Deferred tax 
 Deferred tax debit/(credit) - continuing 
  operations                                   171,229         128,863 
                                            ----------  -------------- 
 Income tax expense/(credit)                   262,579         135,554 
                                            ==========  ============== 
 
 Factors affecting tax charge 
 Profit before income tax -continuing 
  operations                                   765,339         218,505 
                                            ----------  -------------- 
 
 Profit before income tax multiplied 
  by effective rate of UK corporation 
  tax of 23.25% (2012: 24.5%)                  177,963          53,533 
 Effects of: 
 Expenses not deductible for tax 
  purposes                                      24,991          25,347 
 Depreciation for period in excess 
  of capital allowances                          (597)             457 
 Tax losses not utilised and carried 
  forward                                    (111,007)        (76,492) 
 Other adjustments                                   -           3,846 
 Current tax charge                             91,350           6,691 
                                            ==========  ============== 
 

It has been announced that the UK tax rate will reduce by 1% per annum for each of the next 3 years to 20% for the tax year commencing 1(st) April 2015. The impact of these reductions will be reflected if the relevant legislation is enacted.

   7          Earnings per share 

The basic earnings per share is calculated by dividing the earnings attributable to equity shareholders by the weighted average number of shares in issue. The diluted earnings per share is calculated by dividing the earnings attributable to equity shareholders by the weighted average number of shares in issue plus the number of warrants and share options.

 
                                                2013            2012 
 Basic earnings per share                        GBP             GBP 
 Profit for the financial year               502,760          82,951 
 Weighted average number of shares       231,169,112     216,744,454 
                                     ===============  ============== 
                                                2013            2012 
 Diluted earnings per share                      GBP             GBP 
 Profit for the financial year               502,760          82,951 
 Number of shares                        272,669,106     260,694,447 
                                     ===============  ============== 
 
 
   8          Intangible assets 

The carrying amount of goodwill relates to the construction and fit-out segments of the business.

 
                                Goodwill 
                                GBP 
 Cost 
 At 1 January 2012            10,788,521 
 Additions                             - 
                       ----------------- 
 At 31 December 2012          10,788,521 
 Additions                             - 
                       ----------------- 
 At 31 December 2013          10,788,521 
                       ----------------- 
 
 
 
 

Impairment of goodwill

Goodwill has been allocated for impairment testing to two groups of cash - generating units ('CGU') identified according to operating segments being Construction and Fit-out as disclosed in Note 2.

For the purposes of impairment testing of goodwill the carrying value of the CGUs (including goodwill) are compared to the recoverable amount of the CGUs and any deficits are provided. The carrying value of the CGUs includes only those assets that can be attributed directly, or allocated on a reasonable and consistent basis.

The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on three year financial budgets approved by management. Cash flows beyond the three year period are extrapolated using the estimated growth rates stated below.

The key assumptions used in the value-in-use calculations for each CGU are as follows:

   --           Terminal value based on between 2% future growth in cash flows 
   --           Discount rate of 7.37% 

Revenue was based upon actual amounts measured in prior periods which were projected forward in accordance with expected trends.

A provision has been made against the Goodwill of Fit-out CGU. Although, the business continues to deliver significant profits, forecast growth has been reduced to reflect current market conditions, thereby reducing projected future cash flows.

   9          Property, plant and equipment 
 
                    Freehold and                                                       Plant 
                       leasehold             Fixtures and fittings             and equipment        Motor vehicles             Total 
                       GBP                       GBP                           GBP                     GBP                 GBP 
 Cost 
 At 1 January 
  2012                   183,418                            44,540                    61,896                90,271           380,125 
 Additions                     -                             1,249                     6,620                 4,995            12,864 
 Disposals                     -                                 -                  (25,056)              (28,999)          (54,055) 
                ----------------  --------------------------------  ------------------------  --------------------  ---------------- 
 
 At 31 
  December 
  2012                   183,418                            45,789                    43,460                66,267           338,934 
 Additions                     -                             1,916                       468                13,610            15,994 
 Written back 
  on disposals                 -                                 -                         -              (16,312)          (16,312) 
                ----------------  --------------------------------  ------------------------  --------------------  ---------------- 
 
 At 31 
  December 
  2013                   183,418                            47,705                    43,928                63,565           338,616 
                ----------------  --------------------------------  ------------------------  --------------------  ---------------- 
 
 Depreciation 
 At 1 January 
  2012                   123,356                            30,513                    36,897                61,769           252,535 
 Charge for 
  the year                 1,657                             6,176                     2,459                 7,624            17,916 
 Written back 
  on disposals                 -                                 -                  (18,950)              (28,999)          (47,949) 
                ----------------  --------------------------------  ------------------------  --------------------  ---------------- 
 
 At 31 
  December 
  2012                   125,013                            36,689                    20,406                40,394           222,502 
 Charge for 
  the year                 1,657                             4,984                     2,337                 9,064            18,042 
 Written back 
  on disposals                 -                                 -                         -              (16,312)          (16,312) 
                ----------------  --------------------------------  ------------------------  --------------------  ---------------- 
 
 At 31 
  December 
  2013                   126,670                            41,673                    22,743                33,146           224,232 
                ----------------  --------------------------------  ------------------------  --------------------  ---------------- 
 
 Net book 
 value 
 At 31 
  December 
  2013                    56,748                             6,032                    21,185                30,419           114,384 
                ================  ================================  ========================  ====================  ================ 
 
 At 31 
  December 
  2012                    58,406                             9,099                    23,055                25,872           116,432 
                ================  ================================  ========================  ====================  ================ 
 

The net book value of property, plant and equipment includes an amount of GBP16,425 (2012: GBP20,309) in respect of assets held under finance leases.

The net book value of freehold and leasehold property includes an amount of GBP5,749 (2012: GBP6,806) in respect of leasehold improvements to a property leased by Connaught Access Flooring Limited.

   10         Inventories 
 
                                   2013            2012 
                                    GBP             GBP 
 
 Materials and finished goods    80,489          82,005 
                                =======  ============== 
 

The amount of inventories recognised as expense during the year was GBP82,005 (2012 - GBP75,567).

   11         Trade and other receivables 
 
                                                    2013            2012 
                                                     GBP             GBP 
 Trade receivables                               622,159         595,993 
 Less: Provision for impairment of 
  trade receivable                              (12,000)        (12,000) 
                                              ----------  -------------- 
                                                 610,159         583,993 
 Contract retentions                             569,235         320,589 
 Other receivables                               140,464         138,947 
 Prepayments                                      51,064          82,655 
 Amounts recoverable on long term contracts    1,872,988       1,102,296 
 
 Total trade and other receivables             3,243,910       2,228,480 
                                              ==========  ============== 
 
 

Based on prior experience and an assessment of the current economic environment, management believes there is no further credit risk provision required in excess of the normal provision for impairment of trade receivables.

The average credit period taken on sales is 20 days. No interest is charged on overdue receivables. There is no material difference between the fair value of receivables and their book value.

Amounts recoverable on long-term contracts are stated net of discounts allowed of GBP9,567 (2012: GBP6,741).

The movement in the provision for impairment of trade receivables is as follows:

 
                                                        2013           2012 
                                                         GBP            GBP 
 
 Balance at 1 January                                 12,000          8,000 
 Charge/(credit) to the statement of comprehensive 
  income                                                   -          4,000 
                                                     -------  ------------- 
 
 Balance at 31 December                               12,000        12,000 
                                                     =======  ============= 
 

The Group's trade and other receivables that were past due date but not impaired relate to a number of individual customers for whom there is no reason to believe that the debt is not recoverable. The ageing of these trade receivables and contract retentions is as follows:

 
                               2013     2012 
                                GBP      GBP 
 Trade receivables 
 Three to six months          3,870      582 
 Six to nine months           2,443        - 
 Nine to twelve months          330        - 
 More than twelve months     15,582   15,000 
                           --------  ------- 
                             22,225   15,582 
                           ========  ======= 
 Contract retentions 
 Three to six months         22,726   10,380 
 Six to nine months           4,383   21,935 
 Nine to twelve months        5,046   28,159 
 More than twelve months     94,150   22,606 
                           --------  ------- 
                            126,305   83,080 
                           ========  ======= 
 
   12         Cash and cash equivalents 
 
                                2013      2012 
                                 GBP       GBP 
 
 Cash at bank and in hand    313,675   223,337 
                            ========  ======== 
 

Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates.

At the balance sheet date the Group had a bank overdraft facility of GBP600,000 with Barclays Bank Plc, secured by a fixed charge over the book debts and property of the Group and a floating charge over all other assets of the Group and directors' limited guarantees for up to GBP600,000.

For the purpose of the cash flow statement, cash and cash equivalents comprise the following at 31 December 2013:

 
                                 2013         2012 
                                  GBP          GBP 
 
 Cash at bank and in hand     313,675      223,337 
 Bank overdraft              (99,669)    (981,555) 
                            ---------  ----------- 
                              214,006    (758,218) 
                            =========  =========== 
 
   13         Share capital 
 
                                    2013                       2012 
                           ----------------------  ---------------------------- 
                                 Number     GBP           Number        GBP 
 
 Allotted, called up and 
  fully paid 
 Ordinary shares of 0.1p 
  each                      254,244,454   254,244    216,744,454        216,744 
                           ============  ========  =============  ============= 
 

On 29 July 2013 the company issued 45,000,000 ordinary shares of 0.1p each at 1p per share. On 5 July 2013 the company cancelled 7,500,000 ordinary shares at 0.1p.

Warrants

Details of the warrants outstanding during the period are as follows:

 
                      Weighted average                              Weighted 
                       remaining                                     average 
                       contractual                                  exercise 
                       life (years)                Number              price 
                                                                         GBP 
 
 At 1 January 2012                             10,000,000               0.07 
 Granted                     -                          -                  - 
 Lapsed                      -                          -                  - 
                     -----------------  -----------------  ----------------- 
 
 At 31 December 
  2012                      2.8                10,000,000               0.07 
 
   Granted                   -                          -                  - 
 Lapsed                      -                          -                  - 
                     -----------------  -----------------  ----------------- 
 
 At 31 December 
  2013                      1.8                10,000,000               0.07 
                     =================  =================  ================= 
 

As at 31 December 2013 the warrants outstanding were exercisable as follows:

 
 Date of grant     Exercise date                       Number                      Price 
                                                                                     GBP 
 
 27 October        30 October 2009 and 29 
  2008              October 2014                    4,000,000                       0.10 
 27 October        30 October 2009 and 29 
  2008              October 2014                    6,000,000                       0.15 
                                            -----------------  ========================= 
 
                                                   10,000,000 
                                            ================= 
 

At the date of issue, the warrants were valued using the Black-Scholes option pricing model. The fair value per option granted and the assumptions used in the calculation were as follows:

 
                                        Exercise    Exercise 
                                       price 10p    price 5p 
 Expected volatility                       50.6%       50.6% 
 Expected life                         3.5 years   3.5 years 
 Risk free interest rate                   2.93%       2.93% 
 Expected dividend yield                       -           - 
 Possibility of ceasing employment 
  before vesting                               -           - 
 Fair value per option                      3.0p        4.0p 
                                     ===========  ========== 
 

The charge to the statement of comprehensive income for share based payments during the year ended 31 December 2013 was GBPnil (2012: GBPnil).

Share Options

At 31 December 2013, outstanding awards to subscribe for ordinary shares of 0.10p each in the Company granted in accordance with the rules of the Mountfield EMI share option scheme were as follows:

 
                         Number             Weighted         Weighted 
                                   average remaining          average 
                                         contractual         exercise 
                                        life (years)    price (pence) 
 
 Brought forward     33,949,993                 3.43             2.96 
 
 Granted              4,000,000 
 Cancelled          (6,449,999) 
 
 Carried forward     31,499,994                 2.61             3.00 
                   ============  ===================  =============== 
 

The fair value of the remaining share options has been calculated using the Black-Scholes model. The assumptions used in the calculation of the fair value of the share options outstanding during the year are as follows:

 
 Grant Date                 22 May 2012   11 June        10 Dec 2013   17 Dec 2013 
                                           2012 
 
 Exercise period            May 2013      June 2013      Dec 2014-     Dec 2014 
                             - May 2016    - June 2016    Dec 2017      - Dec 2017 
 
 Share price at date of 
  grant                        1.5p           1.5p          2.7p          2.5p 
 
 Exercise price                3.0p           3.0p          3.0p          3.0p 
 
 Shares under option        16,666,663     10,833,331     2,000,000     2,000,000 
 
 Expected volatility            57%           57%            70%           70% 
 
 Expected life (years)          2.5           2.5            2.5           2.5 
 
 Risk free rate                1.02%         1.02%          1.02%         1.02% 
 
 Expected dividend yield        0%             0%            0%            0% 
 
 Fair value per option         0.13p         0.13p          0.65p         0.56p 
 
 

Volatility was determined by reference to the standard deviation of expected share price returns based on a statistical analysis of monthly share prices over a 3 year period to grant date. All of the above options are equity settled and the charge for the year is GBP15,335 (2012: GBP26,939).

   14         Trade and other payables (current) 
 
                                         2013        2012 
                                          GBP         GBP 
 
 Trade payables                     3,059,705   2,225,176 
 Other payables                        43,704      44,415 
 Accruals                             927,721     523,529 
 Other taxes and social security 
  costs                               526,259     649,743 
                                   ----------  ---------- 
                                    4,557,389   3,442,863 
                                   ==========  ========== 
 

The average credit taken for trade purchases is 108 days. The directors consider that the carrying amount of trade payables approximate their fair value.

   15         Borrowings 
 
                                              2013        2012 
                                               GBP         GBP 
 Current 
 Bank overdrafts                            99,669     981,555 
 Net obligations under finance leases        6,917       8,496 
 Short-term unsecured loan                       -     175,000 
 Short-term unsecured loan from 
  Director                                 636,604     430,700 
 Unsecured non-convertible loan 
  notes                                    351,392     346,892 
                                        ----------  ---------- 
                                         1,094,582   1,942,643 
                                        ----------  ---------- 
 
 
 Non - current 
 Unsecured non-convertible loan 
  notes                                  3,363,029   3,718,921 
 Net obligations under finance leases        9,729       7,332 
                                        ----------  ---------- 
                                         3,372,758   3,726,253 
                                        ----------  ---------- 
 
 Total borrowings                        4,467,340   5,668,896 
                                        ==========  ========== 
 

On 16 October 2008 the Company issued GBP2,500,000 unsecured non-convertible loan notes to the vendors of Mountfield Building Group Limited and GBP3,000,000 unsecured non-convertible loan notes to the vendors of Connaught Access Flooring Holdings Limited as part of the consideration for the acquisition of the entire share capital of each company. Repayments of GBP351,392 (2012: GBP346,892) were made against the loan notes in the period.

The loan notes are non-transferrable and carry interest at a rate of 2 per cent above the base rate of Barclays Bank plc per annum. The non-current portion of the unsecured loan notes is redeemable on 30 June 2016. The current portion of the unsecured loan notes is due for repayment during 2014.

During the year, interest of GBP97,010 on the loan notes was waived.

The short-term unsecured loan from a Director accrues interest at 6% pa but all interest to 31 December 2013 was waived.

 
                                             2013        2012 
                                              GBP         GBP 
 Non-current borrowings 
 Analysis 
 Repayable between one and two years      351,392     346,892 
 Repayable between two and five 
  years                                 3,011,637   3,372,029 
                                        3,363,029   3,718,921 
                                       ==========  ========== 
 
 
                                            2013        2012 
                                             GBP         GBP 
 Net obligations under finance leases 
 Analysis 
 Repayable within one year                 6,917       8,496 
 Repayable between one and five 
  years                                    9,729       7,332 
                                          16,646      15,828 
 Included in current liabilities         (6,917)     (8,496) 
                                        --------  ---------- 
                                           9,729       7,332 
                                        ========  ========== 
 
   16         Deferred taxation 
 
                                                2013        2012 
                                                 GBP         GBP 
 
 Deferred tax analysis: 
 Deferred tax losses                       (428,756)   (599,986) 
 Deferred tax expense relating to 
  origination and reversal of temporary 
  differences                                      -           - 
                                           (428,756)   (599,986) 
                                          ==========  ========== 
 
 
                                         2013            2012 
                                          GBP             GBP 
 Movement in deferred tax during 
  the year 
 At 1 January 2012                  (599,986)       (728,849) 
 Debit for the year                   171,230        128,863 
                                   ----------  -------------- 
 At 31 December 2012                (428,756)       (599,986) 
                                   ==========  ============== 
 
 

Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the tax benefit through future taxable profits is probable.

   17         Capital commitments 

There were no capital commitments at the year-end date.

   18         Operating lease commitments 

Commitments under non-cancellable operating leases in respect of property expiring:

 
 
                                 2013     2012 
                                  GBP      GBP 
 Less than one year             4,400    4,400 
 Between two and five years    36,159   37,568 
                              -------  ------- 
                               40,559   41,968 
                              =======  ======= 
 
   19         Financial instruments 

Capital risk management

The Group manages its capital to ensure its ability to continue as a going concern and to maintain an optimal capital structure to reduce cost of capital. The capital structure of the Group comprises equity attributable to equity holders of the Company consisting of issued ordinary share capital, reserves and retained earnings as disclosed in Consolidated Statement of Changes in Equity and cash and cash equivalents as disclosed in Note 12.

The Group maintains or adjusts its capital structure through the payment of dividends to shareholders, issue of new shares and buy-back of existing shares.

Categories of financial instruments

 
                                                      2013           2012 
                                                       GBP            GBP 
 Financial assets 
 Loans and receivables at amortised 
  cost including cash and cash equivalents: 
 Cash and cash equivalents                         313,675        223,337 
 Trade and other receivables                     3,243,910      2,228,480 
                                              ------------  ------------- 
 Total                                           3,557,585      2,451,817 
                                              ------------  ------------- 
 Financial liabilities 
 Trade and other payables                        5,285,343      4,055,254 
 Unsecured non-convertible loan 
  notes                                          3,714,421      4,065,813 
 Secured borrowings                                116,315        997,383 
                                              ------------  ------------- 
                                                 9,116,079      9,118,450 
                                              ------------  ------------- 
 Net                                           (5,558,494)    (6,666,634) 
                                              ============  ============= 
 
 

Cash and cash equivalents

This comprises cash and short-term deposits held by the Group. The carrying amount of these assets approximates their fair value.

General risk management principles

The Group's activities expose it to a variety of risks including market risk (interest rate risk), credit risk and liquidity risk. The Group manages these risks through an effective risk management programme and through this programme, the Board seeks to minimise potential adverse effects on the Group's financial performance. The Directors have an overall responsibility for the establishment of the Group's risk management framework. A formal risk assessment and management framework for assessing, monitoring and managing the strategic operational and financial risks of the Group is in place to ensure appropriate risk management of its operations.

The following represent the key financial risks that the Group faces:

Market risk

The Group's activities expose it primarily to the financial risk of interest rates.

Interest rate risk

The Group's interest rate exposure arises mainly from its interest bearing borrowings. Contractual agreements entered into at floating rates expose the entity to cash flow risk. Interest rate risk also arises on the Group's cash and cash equivalents. The Group does not enter into derivative transactions in order to hedge against its exposure to interest rate fluctuations.

Credit risk

The Group's principal financial assets are trade and other receivables and bank balances and cash.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The Group's credit risk is primarily attributable to trade receivables. The Group has a policy of assessing credit worthiness of potential and existing customers before entering into transactions. There is ongoing credit evaluation on the financial condition of accounts receivable using independent ratings where available or by assessment of the customer's credit quality based on its financial position, past experience and other factors. The Group manages the collection of its receivables through its post completion project monitoring procedures and ongoing contract with customers so as to ensure that any potential issues that could result in non-payment of the amounts due are addressed as soon as identified.

The maximum exposure to credit risk in respect of the above at 31 December 2013 is the carrying value of financial assets recorded in the financial statements.

Liquidity risk

The Group closely monitors its access to bank and other credit facilities in comparison to its outstanding commitments on a regular basis to ensure that it has sufficient funds to meet the obligations of the Group as they fall due.

The Board receives regular forecasts which estimate cash flows over the next eighteen months, so that management can ensure that sufficient funding is in place as it is required.

Fair value of financial assets and liabilities

The Directors consider that there is no significant difference between the book value and fair value of the Group's financial assets and liabilities.

   20         Pension costs 

The Group operates a defined contribution pension scheme in respect of the directors and employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to GBP53,100 (2012: GBP53,100).

   21         Directors' guarantees 

Andrew Collins and Graham Read have given a guarantee limited to GBP100,000 in respect of the overdraft facility for Connaught Access Flooring Limited. Graham Read, Peter Jay and Andrew Collins have given a guarantee limited to GBP600,000 in respect of the overdraft facility of Mountfield Building Group Limited.

   22         Related party transactions 

The Company made a loan of GBP395,227 (2012: GBP11,969) to Mountfield Building Group Limited, a subsidiary undertaking. The Company made sales of GBP273,655 (2012: GBP120,639) to Mountfield Building Group Limited. At 31 December 2013, GBP1,398,001 (2012: GBP1,743,655) was owed to Mountfield Building Group Limited in respect of these transactions and expenses of GBP323,228 (2012; GBP331,419) paid on behalf of the Company by Mountfield Building

Group Limited, net of GBPnil (2012: GBPnil) in respect of liabilities discharged by the Company on behalf of Mountfield Building Group Ltd.

During the year Connaught Access Flooring Limited, a subsidiary undertaking, paid expenses of GBP247,841 (2012: GBP291,001) on behalf of the Company. The Company made sales of GBP428,988 (2012: GBP98,705) to Connaught Access Flooring Limited. At 31 December 2013, GBP1,154,808 (2012: GBP1,335,955) was owed to Connaught Access Flooring Limited in respect of these transactions.

During the year the Company received advances totalling GBP450 (2012: GBP2,100) from MBG Construction Limited, a subsidiary undertaking. At 31 December 2013, the Company owed GBP34,200 (2012: GBP33,750) in respect of these transactions

As at 31 December 2013, balances remaining unpaid on the unsecured non-convertible loan notes to Graham Read and Andrew Collins amounted to GBP2,893,872 (2012: GBP3,083,372) and GBP820,549 (2012: GBP982,441) respectively. Interest for the year of GBP74,650 and GBP22,360 respectively has been waived and interest in respect of prior periods has also been waived.

During the year, Zeme Limited invoiced GBP30,500 (2012: GBP24,000) for the services of Peter Jay as a director of Mountfield Group Plc. As at 31 December 2013 GBP12,917, GBP (2012: GBP4,000) was due to Zeme Limited.

During the year, the Group was invoiced GBP33,276 (2012: GBP33,275) for accountancy and bookkeeping services by Read & Co, a Chartered accountancy practice controlled by Graham Read's brother. The group made sales of GBP5,670 (2012: GBPnil) to them during the year. As at 31 December 2013 the balance owed by Read & Co was GBP3,678 (2012: GBP2,412 owed to them).

During the year the Group was advanced GBP205,904 by Graham Read (2012: GBP150,000). The balance outstanding at 31 December was GBP636,604 (2012: GBP430,700). Interest is chargeable at 6% per annum on this loan but has been waived for 2013.

During the year the Group repaid GBP175,000 to Seabrook Limited, a company controlled by a shareholder of the Company. Interest charged to the Consolidated Statement of Comprehensive Income was GBP16,000.

   23         Control 

In the opinion of the directors, Graham Read, director and shareholder, is the ultimate controlling party.

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2013

Company no. 06374598

 
                                               2013           2012 
                                 Note           GBP            GBP 
 ASSETS 
 Non-current assets 
 Investments                      2      13,021,629     13,021,629 
 Deferred income tax assets       8          17,383        119,075 
                                       ------------  ------------- 
                                         13,039,012     13,140,704 
                                       ------------  ------------- 
 Current assets 
 Other receivables                3          13,038         55,593 
 Cash and cash equivalents        4               -              - 
                                       ------------  ------------- 
                                             13,038         55,593 
                                       ------------  ------------- 
 TOTAL ASSETS                            13,052,050     13,196,297 
                                       ============  ============= 
 
 EQUITY AND LIABILITIES 
 Issued share capital             5         254,244        216,744 
 Share premium                            1,490,682      1,120,432 
 Share based payments reserve               329,781        320,961 
 Capital redemption reserve                   7,500              - 
 Merger reserve                          12,951,180     12,951,180 
 Retained losses                        (8,411,299)    (8,731,391) 
                                       ------------  ------------- 
 TOTAL EQUITY                             6,622,088      5,877,926 
                                       ------------  ------------- 
 
 Current liabilities 
 Trade and other payables         6       2,711,966      3,250,454 
 Short-term borrowings            7           3,576          2,104 
 Loan notes                       7         351,392        346,892 
 Income tax                                       -              - 
                                       ------------  ------------- 
                                          3,066,934      3,599,450 
 Non-current liabilities 
 Loan notes                       7       3,363,029      3,718,921 
                                          6,429,963      7,318,371 
                                       ------------  ------------- 
 
 TOTAL EQUITY AND LIABILITIES            13,052,050     13,196,297 
                                       ============  ============= 
 
 

The financial statements were approved by the board on 16 June 2014

Graham Read

Director

COMPANY CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                                  Notes      2013            2012 
                                                                  GBP           GBP 
 Cash flows from operating activities 
 Operating profit                                             415,269           28,609 
 Adjusted for: 
 Share-based payment charge                                    15,335           26,939 
 Decrease in trade and other receivables                       42,553           50,930 
 Increase in trade and other payables                        (12,136)       (146,684) 
                                                         ------------  --------------- 
 Net cash inflow/(outflow) from 
  operating activities                                        461,021        (40,206) 
                                                         ------------  --------------- 
 
 
 Cash flows from financing activities 
 Proceeds from issue of shares                                450,000                - 
 Cost of shares issued                                       (34,750)                - 
 Loans (repaid)/received from subsidiary 
  undertakings                                              (526,351)          393,207 
 Repayment of non-convertible loan 
  notes                                                     (351,392)       (346,892) 
 Net cash flows (used in)/generated 
  from financing activities                                 (462,493)           46,315 
                                                         ------------  --------------- 
 
   Net cash (decrease)/increase in 
   cash and cash equivalents                                  (1,472)            6,109 
 
 Cash and cash equivalents brought 
  forward                                                     (2,104)          (8,213) 
                                                         ------------  --------------- 
 
 Cash and cash equivalents carried 
  forward                                        4            (3,576)         (2,104) 
                                                         ============  =============== 
 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                                                                                  Share 
                                                                                                  based                   Capital 
                                  Share                           Share                         payment                redemption                    Merger                     Retained 
                                capital                         premium                         reserve                   reserve                   reserve                     earnings              Total 
                           GBP                          GBP                             GBP                          GBP                       GBP                         GBP                     GBP 
 
 At 1 January 
  2012                          216,744                       1,120,432                         294,022                         -                 12,951,180                  (8,708,090)         5,874,288 
 Total 
  comprehensive 
  income for 
  the year                            -                               -                               -                         -                         -                     (23,301)           (23,301) 
 Shares issued 
  in period                           -                               -                               -                         -                         -                            -                  - 
 Cost of shares 
  issued                              -                               -                          26,939                         -                         -                            -             26,939 
                 ----------------------   -----------------------------   -----------------------------   -----------------------   -----------------------    -------------------------    --------------- 
 At 31 December 
  2012                          216,744                       1,120,432                         320,961                         -                12,951,180                  (8,731,391)          5,877,926 
 
 Total 
  comprehensive 
  income for 
  the year                            -                               -                               -                         -                         -                      313,577            313,577 
 Shares issued 
  in period                      45,000                         405,000                               -                         -                         -                            -            450,000 
 Shares 
  cancelled 
  in period                     (7,500)                               -                               -                     7,500                         -                            -                  - 
 Cost of shares 
  issued                              -                        (34,750)                               -                         -                         -                            -           (34,750) 
 Share based 
  payment 
  charge                              -                               -                          15,335                         -                         -                            -             15,335 
 Cancelled 
  share options                       -                               -                         (6,515)                         -                         -                        6,515                  - 
                 ----------------------   -----------------------------   -----------------------------   -----------------------   -----------------------    -------------------------    --------------- 
 
 At 31 December 
  2013                          254,244                       1,490,682                         329,781                     7,500                12,951,180                  (8,411,299)          6,622,088 
                 ======================   =============================   =============================   =======================   =======================    =========================    =============== 
 
 

Merger reserve

The merger reserve exists as a result of the acquisitions of Mountfield Building Group Limited, MBG Construction Limited, Connaught Access Flooring Holdings Limited and Mountfield Land Limited where the consideration included the issue of new shares by the Company, thereby attracting merger relief under the Companies Act 2006. The merger reserve represents the difference between the nominal value of the share capital issued by the Company and the fair value of those shares at the date of acquisition.

NOTES TO THE COMPANY FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

   1          ACCOUNTING POLICIES 

The accounting policies of the Company are shown in the Consolidated Financial Statements.

   1.1        Investment in subsidiaries 

Investments in subsidiaries are stated at cost less any provision for impairment.

   2          Investment in subsidiary undertakings 
 
                                        Shares in 
                                         subsidiary 
                                         undertakings 
 Cost                                             GBP 
 At 1 January 2012                            19,365,817 
 Additions                                             - 
                                       ----------------- 
 At 31 December 2012                          19,365,817 
 Additions                                             - 
                                       ----------------- 
 At 31 December 2013                          19,365,817 
                                       ----------------- 
 
   Accumulated Impairment provisions 
 At 1 January 2012                             6,344,188 
 Impairment provision                                  - 
                                       ----------------- 
 At 31 December 2012                           6,344,188 
 Impairment provision                                  - 
                                       ----------------- 
 Balance at 31 December 2013                   6,344,188 
                                       ----------------- 
 
   Net book value 
 At 31 December 2013                          13,021,629 
                                       ================= 
 
 At 31 December 2012                          13,021,629 
                                       ----------------- 
 

The following companies are the principal subsidiary undertakings at 31 December 2013 and are all consolidated:

 
                                       Country of        Class             Percentage 
 Subsidiary undertakings                incorporation     of share     of shares held 
 
                                       England and 
 Mountfield Building Group Limited      Wales            Ordinary                100% 
                                       England and 
 MBG Construction Limited *             Wales            Ordinary                100% 
 Connaught Access Flooring Holdings    England and 
  Limited                               Wales            Ordinary                100% 
 Connaught Access Flooring Limited     England and 
  **                                    Wales            Ordinary                100% 
                                       England and 
 Mountfield Land Limited                Wales            Ordinary                100% 
 

* Interest held indirectly by Mountfield Building Group Limited.

** Interest held indirectly by Connaught Access Flooring Holdings Limited.

The principal activity of these undertakings for the last relevant financial year was as follows:

 
 Subsidiary undertakings              Principal activity 
 
                                      Refurbishment and fitting out contracting 
 Mountfield Building Group Limited     services 
 MBG Construction Limited             Construction and refurbishment contractors 
 Connaught Access Flooring Holdings 
  Limited                             Intermediate holding company 
 Connaught Access Flooring Limited    Specialist flooring contractor 
 Mountfield Land Limited              Dormant 
 
 

The following was an associate of the group at the year end and its results for the year ended 31 May 2013 are shown below.

 
                     Country of        Class             Percentage 
 Associates           incorporation     of share     of shares held 
 
                     England and 
 Hub (UK) Limited     Wales            Ordinary                 20% 
 

The principal activity of Hub (UK) Limited is general construction consultant and contractor.

Associates

 
                           Aggregate 
                      of capitalised    Loss for 
                            reserves     the Year 
                           GBP             GBP 
 
 Hub (UK) Limited           (27,086)     (15,377) 
                    ================  =========== 
 
 
   3          Trade and other receivables 
 
                  2013     2012 
                  GBP      GBP 
 
 Prepayments    13,088   55,593 
               =======  ======= 
 
   4          Cash and cash equivalents 
 
                            2013                2012 
                       GBP                GBP 
 
 Cash at bank                  -                   - 
               =================  ================== 
 

Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. The fair value of cash and cash equivalents is GBPnil (2012: GBPnil).

For the purpose of the cash flow statement, cash and cash equivalents comprise the following at 31 December 2013:

 
                      2013      2012 
                     GBP       GBP 
 
 Bank overdraft    (3,576)   (2,104) 
                  ========  ======== 
 
 
   5          Share capital 
 
                                                   2013                          2012 
                                      -----------------------------  ---------------------------- 
                                          Number           GBP           Number           GBP 
 
 Allotted, called up and fully paid 
 Ordinary shares of 0.1p each          254,244,454          254,244    216,744,354        216,744 
                                      ============  ===============  =============  ============= 
 

Details of changes in share capital are included at note 13 to the Consolidated Financial Statements.

   6          Trade and other payables 
 
                                       2013             2012 
                                     GBP            GBP 
 
 Trade payables                      78,400           96,260 
 Amounts owed to subsidiary 
  undertakings                    2,587,010        3,113,360     0,153 
 Other payables                      48,373           39,137 
 Other tax and social security 
  costs                             (1,817)            1,697 
                                 ----------  --------------- 
 
                                  2,711,966        3,250,454 
                                 ==========  =============== 
 
   7          Borrowings 
 
                                   2013            2012 
                                 GBP           GBP 
 
 Current liabilities 
 Bank overdraft                   3,576           2,104 
 Unsecured non-convertible 
  loan notes                    351,392         346,892 
                             ----------  -------------- 
 
                                354,968         348,996 
                             ----------  -------------- 
 
 Non-current liabilities 
 Unsecured non-convertible 
  loan notes                  3,363,029       3,718,921 
                             ----------  -------------- 
 
                              3,717,997       4,067,917 
                             ==========  ============== 
 

Details of the loan notes are included at Note 15 to the Consolidated Financial Statements.

   8          Deferred taxation 
 
                                         2013        2012 
                                       GBP         GBP 
 Deferred tax analysis: 
 Deferred tax losses                 (17,383)   (119,075) 
                                   ==========  ========== 
 
 Movement in deferred tax during 
  the year: 
 At 1 January 2013                  (119,075)   (170,985) 
 Charge for the year                  101,692      51,910 
                                   ----------  ---------- 
 
 At 31 December 2013                 (17,383)   (119,075) 
                                   ==========  ========== 
 
   9          Capital Commitments 

There were no capital commitments at the year end.

   10         Contingent liabilities 

Under the terms of the Group's banking facilities, the Company has provided a cross guarantee to the Group's bankers. At the year end, the net balance in the Group's bank accounts in respect of the guarantee was GBP214,006 (2012: -GBP758,218).

   11         Key management personnel compensation 

Key management personnel expenses are disclosed in Note 5 to the Consolidated Financial Statements.

   12         Directors' guarantees 

Directors' benefits - advances, credits and guarantees are disclosed at Note 21 to the Consolidated Financial Statements.

   13         Related party disclosures 

Related party disclosures are detailed at Note 22 to the Consolidated Financial Statement.

   14         Financial instruments 

Details of key risks are included at Note 19 to the Consolidated Financial Statements.

Categories of financial instruments

 
                                              2013             2012 
                                           GBP             GBP 
 
 Financial assets 
 Loans and receivables at amortised 
  cost                                      13,038           55,593 
 
                                            13,038           55,593 
                                      ------------  --------------- 
 
 Financial liabilities 
 Trade and other payables                2,711,966        3,250,454 
 Bank overdraft                              3,576            2,104 
 Unsecured non-convertible 
  loan notes                             3,714,421        4,065,813 
                                      ------------  --------------- 
 
                                         6,429,963        7,318,371 
                                      ------------  --------------- 
                                       (6,416,925)      (7,262,778) 
                                      ============  =============== 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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