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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Volvere Plc | LSE:VLE | London | Ordinary Share | GB0032302688 | ORD 0.00001P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1,450.00 | 1,400.00 | 1,500.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Business Consulting Svcs,nec | 43.05M | 2.12M | 0.9481 | 15.29 | 32.39M |
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RNS Number:8551O
Volvere PLC
20 August 2003
Embargoed until 07.00 20 August 2003
VOLVERE PLC
INTERIM RESULTS FOR THE PERIOD TO 30 JUNE 2003
Volvere PLC ("Volvere" or "the Company", or "the Group"), the activist and
turnaround investment company, announces its interim results for the period
ended 30 June 2003.
Financial Highlights:
* Turnover #1.3m (2002:#nil), reflecting one month's trading of newly acquired
Vectra Group Limited ("Vectra")
* Pre-tax and post-tax loss #0.19m (2002:#nil), stated after exceptional costs
of #0.09m relating to Vectra
* Vectra's underlying cost base reduced by approximately #0.9m per annum
* Net Assets, amounting to #4.63m, before negative goodwill of #1.36m
* Net Assets, amounting to #3.27m, after negative goodwill of #1.36m
* Net cash inflow from operating activities #0.19m (2002: #nil)
* Loss per share 6.1p (2002: nil).
Operational Highlights:
* Acquired Vectra Group Limited, a leading provider of consultancy and other
services to highly regulated industries, from Amey plc on 23 May 2003
* In discussions with a number of other potential acquisition targets;
Chairman, Sir Stanley Kalms, said: "Whilst success in turnaround investments is
always difficult to predict our early indications are positive."
For further information, please contact:
Volvere PLC +44 (0) 20 7575 7596
Jonathan Lander, Chief Executive Officer
Nick Lander, Chief Operating and Financial Officer
Weber Shandwick Square Mile +44 (0) 20 7067 0700
Terry Garrett / Christian Taylor-Wilkinson
Teather & Greenwood +44 (0) 20 7426 9000
Jeff Keating / David Galan
About Volvere
Volvere was floated on AIM in December 2002 as an activist investor both in
undervalued companies and also in companies that are in distress but offer the
possibility of a turnaround. Its executive directors are the executives of the
venture capital and advisory firm Dawnay Day Lander Ltd. Its non-executive
directors are Sir Stanley Kalms and Neil Ashley.
Website: www.volvere.co.uk
CHAIRMAN'S STATEMENT
The Board is pleased to present the interim statement for the period 20 November
2002 to 30 June 2003 being the Group's first trading period. Since Volvere's
admission to AIM on 24 December 2002 we have considered a number of proposals
that fit with our strategy of acquiring companies or stakes in companies where
we believe an active management style will create value.
During the period under review, no companies that might be considered as trading
below the realisable value of their net assets met our investment criteria.
Therefore we have not made any material investment in this area. We have,
however, reviewed a number of interesting proposals where the target was in
distress but offered the possibility of a turnaround.
In March, we were approached by Amey plc, who wished to dispose of Amey Vectra
Limited, a loss-making subsidiary.
In May we acquired Amey Vectra (which has now been renamed Vectra Group Limited)
and are in the process of returning the business to profitability. At 30 June,
Vectra's net assets were #3.4m. This is in fact higher by #0.3m than was
previously estimated at the time of the acquisition, even after trading losses
and certain anticipated exceptional costs related to the restructuring.
Results
Turnover for the period to 30 June 2003 was #1.3m. This represents only one month
of trading from Vectra, being the period following acquisition. Prior to that
date Volvere did not have any trading activities.
The loss after tax was #0.19m, stated after exceptional costs of #0.09m relating
to the restructuring of Vectra.
At 30 June 2003 the Group's net assets amounted to #3.27m (20 November
2002:#0.05m). The purchase of Vectra at a price below the fair value of the
underlying assets acquired resulted in negative goodwill of #1.36m arising on
consolidation. This means that Group net assets are lower by this amount.
However, Group net assets will increase as negative goodwill is released over
the period in which the underlying assets are collected and traded.
Overview of Vectra
Vectra is a leading provider of consultancy and other services to highly
regulated industries, and in particular with regard to safety within those
industries.
For the month of June (the first full month of ownership) Vectra had a turnover
of #1.3m and made a small operating profit. Cash flow was positive in spite of
restructuring costs paid in the month of #0.09m.
The business is split into two divisions: (1) Consulting, and (2) Environmental,
Infrastructure & Resourcing ("EIR").
Consulting
This division represented 50.5% of turnover in June.
The Consulting Division provides safety-related advice to Oil, Gas and Chemicals
("Process"), Nuclear and Transport companies among others. The need for this
advice is generally driven by health & safety legislation such as the Health &
Safety at Work Act 1994 and its sector-specific safety case regulations for the
Rail, Nuclear and Onshore and Offshore Process industries.
The Consulting Division made a profit (before central costs) of #0.063m in June.
We have taken action to improve the profitability of this division principally
by hiring more consultants and eliminating redundant positions. The benefits of
these actions will be felt immediately during the second half of 2003. We are
continuing to recruit more fee earners within the division.
EIR
This division represented 49.5% of turnover in June.
The EIR Division principally provides qualified personnel to carry out certain
technical tasks in highly regulated industries. The two main areas are: the
provision of health physics and decommissioning services to the Nuclear industry
(principally the provision of on-site radiation monitoring for personnel
entering and leaving nuclear facilities) and the provision of safety personnel
to the Rail industry. In addition, the division includes a property consulting
team that advises clients on compliance with, in particular, the Disability
Discrimination Act 1995.
The EIR Division made a profit (before central costs) of #0.1m in June. We are
seeking to improve the focus and profitability of this division principally by
disposing of non-core activities and building our decommissioning and property
consultancy capabilities.
Following a number of redundancies and office closures that form part of the
restructuring, Vectra now has approximately 183 employees across 10 offices in
the UK and one in Holland.
Future Strategy
Volvere's strategy remains to seek activist or turnaround investment situations
in any sector which the directors believe will enhance shareholder value. Our
current focus is on making further acquisitions in areas complementary to
Vectra.
Summary
The Board is pleased with the acquisition of Vectra and believes that the
actions taken to restore profitability will, along with further acquisitions,
enhance shareholder value.
Sir Stanley Kalms, Chairman
20 August 2003
-ends-
CONSOLIDATED PROFIT AND LOSS ACCOUNT (Unaudited)
Period to Period to
30 June 20 November
2003 2002
Note #'000 #'000
Turnover - acquisition 2 1,314 -
Cost of sales - acquisition (999) -
----- -----
Gross profit - acquisition 315 -
Administrative Expenses:
Other (467) -
Exceptional (92) -
Group operating loss before finance charges
- acquisition (87) -
Group operating loss before finance charges
- existing operations (157) -
----- -----
Group operating loss before finance charges
- continuing operations (244) -
----- -----
Interest receivable 58 -
----- -----
Loss on ordinary activities before and
after tax (186) -
===== =====
Loss per share
Basic 3 (6.1p) -
Diluted 3 (6.1p) -
The operating loss for the period arises from the group's continuing operations.
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES (Unaudited)
Period to Period to
30 June 20 November
2003 2002
#'000 #'000
Loss for the period (186) -
Total recognised losses recognised since
last financial statement (186) -
====== ======
CONSOLIDATED BALANCE SHEET (Unaudited) Period to Period to
30 June 20 November
2003 2002
Note #'000 #'000
Fixed assets
Intangible asset - negative goodwill 2 (1,357) -
Tangible assets 231 -
------ ------
(1,126) -
====== ======
Current assets
Debtors 2 4,178 50
Cash at bank and in hand 2,136 -
------ ------
6,314 50
Creditors: amounts falling due within one year (1,919) -
------ ------
Net current assets 4,395 50
Net assets 3,269 50
====== ======
Capital and reserves
Called up share capital 50 50
Share premium account 3,405 -
Profit and loss account (186) -
------ ------
Equity shareholders' funds 3,269 50
====== ======
CONSOLIDATED CASH FLOW STATEMENT (Unaudited)
Period to Period to
30 June 20 November
2003 2002
#'000 #'000
Net cash inflow from operating activities 188 -
Capital expenditure and financial investment
Purchase of tangible fixed assets (5) -
Returns on investment and servicing of finance
Interest received 58 -
Acquisitions
Purchase of Vectra (1,560) -
------ ------
Net cash outflow before financing (1,319) -
Financing
Issue of ordinary share capital 3,610 -
Costs associated with issue of share capital (155) -
------ ------
Increase in cash in period 2,136 -
====== ======
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS (Unaudited)
Period to Period to
30 June 20 November
2003 2002
#'000 #'000
Increase in cash in period 2,136 -
Net funds at 20 November 2002 - -
------ ------
Net funds at 30 June 2003 2,136 -
====== ======
RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS(Unaudited)
Period to Period to
30 June 20 November
2003 2002
#'000 #'000
Loss on ordinary activities after tax (186) -
New share capital subscribed net of costs 3,405 50
------ ------
Net movement in equity shareholders' funds 3,219 50
Opening equity shareholders' funds 50 -
------ ------
Closing equity shareholders' funds 3,269 50
====== ======
RECONCILIATION OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES
(Unaudited)
Period to Period to
30 June 20 November
2003 2002
#'000 #'000
Operating loss (244) -
Depreciation charges 10 -
Decrease/(increase) in debtors 163 -
Increase in creditors 259 -
------ ------
Net cash inflow from operating activities 188 -
====== ======
NOTES TO INTERIM STATEMENT
1.The financial information contained in this interim report does not constitute
statutory accounts within the meaning of s240 of the Companies Act 1985, and has
not been audited or reviewed. The interim statement has been prepared on the
basis of accounting policies expected to be applied consistently for the
foreseeable future, of which the principal ones are explained below. The Group
is required to file its first annual accounts with the Registrar of Companies
for the period ending 31 December 2003. The interim accounts were approved by
the directors on 18 August 2003.
2. Turnover
Turnover represents the value of work done during the period (less any amounts
written off in relation to contracts) and is stated after deducting VAT.
Debtors
Debtors includes amounts recoverable under contracts of #1,228k.
Intangible asset - negative goodwill
The acquisition of Vectra for a consideration below the fair value of the
underlying assets acquired gave rise to negative goodwill amounting to #1.36m.
The estimated fair value of the underlying assets acquired was #3.48m.
3. The basic and diluted loss per share are based on the loss on ordinary
activities after taxation of the company attributable to ordinary shareholders
of #186k and on 3,066,982 being the weighted average number of ordinary shares
in the period. At the end of the period 3,609,720 ordinary shares were in issue.
In addition, 100,000 convertible shares were in issue and an option for 36,097
shares. Diluted loss per share is equivalent to basic loss per share since the
effect of including potential shares within the calculation of diluted weighted
average number of shares would be anti-dilutive.
4. The Board is not recommending payment of an interim dividend for the period
ended 30 June 2003.
5. The interim report will be sent to shareholders shortly and will be available
from the Company's registered office at 9-11 Grosvenor Gardens, London SW1W 0BD.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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