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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% | 1,225.00 | 1,150.00 | 1,300.00 | 1,225.00 | 1,225.00 | 1,225.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Business Consulting Svcs,nec | 41.56M | -537k | -0.2292 | -53.45 | 28.71M |
From Apr 2019 to Apr 2024
TIDMVLE
RNS Number : 0899C
Volvere PLC
27 September 2018
- 27 September 2018
Volvere plc
("Volvere" or the "Group")
Interim Results for the six months ended 30 June 2018
Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2018.
Highlights
Hot Features
Premium
GBP million except where stated Six months ended Year ended
30 June 30 June 31 December
2018 2017 2017
Group revenue 22.2 18.5 43.4
Group profit before tax 1.28 0.76 3.5
As at As at As at 31
30 June 30 June December
2018 2017 2017
Consolidated net assets per share
(excluding non-controlling interests)(1) GBP6.75 GBP6.23 GBP6.59
Group net assets 26.9 26.9 26.1
Cash and marketable securities 20.4 20.5 18.5
-- Impetus Automotive again delivered a strong performance. Profit before tax and intra-group management and interest charges(2) was GBP1.92 million (30 June 2017: GBP1.54 million) on revenue of GBP14.82 million (30 June 2017: GBP12.16 million). Profit before tax was GBP1.79 million (30 June 2017: GBP1.37 million) - with the difference being intra-group management and interest charges.
-- Shire Foods' performance improved slightly over the comparable prior period and was in line with expectations. Loss before tax and intra-group management and interest charges(2) was GBP0.17 million (30 June 2017: GBP0.24 million) on revenue of GBP7.25 million (30 June 2017: GBP6.28 million). Loss before tax was GBP0.19 million (30 June 2017: GBP0.25 million) - with the difference being intra-group management and interest charges.
-- Record net assets per share(1) of GBP6.75.
-- Balance sheet remains strong with high liquidity. Cash and marketable securities in line with prior comparable period at GBP20.4 million, in spite of the impact of the GBP3.4 million share buy-back in October 2017 and an increase of GBP2.0 million against GBP18.5 million as at 31 December 2017.
Forward-looking statements:
This report may contain certain statements about the future outlook for Volvere plc. Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.
Note
1 Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (which were 3,668,363 at 30 June 2018, 4,075,958 at 30 June 2017 and 3,668,363 at 31 December 2017).
2 Profit before intra-group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group. Further information is included in the Chief Executive's statement and Financial review.
For further information:
Volvere plc
Jonathan Lander, CEO Tel: +44 (0) 20 7634 9707
www.volvere.co.uk
Tel: + 44 (0) 20 7496 3000
N+1 Singer
Aubrey Powell/Lauren Kettle/Iqra
Amin
Chairman's Statement
I'm delighted to report an excellent set of results for the first half of 2018. Impetus Automotive performed strongly, with the performance of Shire Foods in line with our expectations. Net assets per share have reached a new record of GBP6.75* (30 June 2017: GBP6.23, 31 December 2017: GBP6.59). We are confident about the outlook for our businesses for the remainder of 2018.
David Buchler
Chairman
27 September 2018
*Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date
(less those held in treasury) - see note 7.
Chief Executive's Statement
The Group achieved record revenues and profits during the first half of 2018. Total revenue reached GBP22.2 million (30 June 2017: GBP18.54 million) and profit before tax was GBP1.28 million (30 June 2017: GBP0.76 million).
This excellent performance was principally as a result of a very strong performance by Impetus, our automotive consulting business. Shire and SDS met our expectations for the period, with both performing better than in the
same period in 2017. The performance of each of the Group's segments is set out below.
Automotive Consulting
Impetus Automotive Limited ("Impetus"), which was acquired in March 2015, is approximately 83%-owned by the Group. Impetus's activity is the provision of consulting and related services to the automotive sector, principally vehicle manufacturers and their national sales companies. The company employs approximately 420 people. Its largest clients are Volkswagen Group, Toyota, BMW and Jaguar Land Rover.
For the 6 months to 30 June 2018 revenues and profit before tax and intra-Group interest and management charges** were GBP14.82 million and GBP1.92 million respectively (30 June 2017: GBP12.16 million, profit GBP1.54 million; year to 31 December 2017: GBP27.27 million, profit GBP3.60 million). Profit before tax was GBP1.79 million (30 June 2017: GBP1.37 million, year to 31 December 2017: GBP3.27 million) - with the difference being intra-group interest and management charges.
When we acquired Impetus 3 1/2 years ago, the company employed 200 staff and revenues were approximately GBP15m. Since then, the revenues and workforce have doubled. This performance reflects the hard work by our staff and management team in building profitable, sustainable work streams with clients. We have been notably successful in winning new business in providing training services and recently won a second contract with another large automotive manufacturer. We cannot expect, however, that the company will maintain in the short term the same significant growth rate it has shown to date, when there is some uncertainty in the sector - and particularly in the UK because of Brexit. However, the sheer size of the automotive market - and our strength in the aftersales, research, training and fleet sales segments in particular - is such that we believe that there is plenty of room for Impetus to grow in the future and to continue to prosper.
Food manufacturing
This segment comprises Shire Foods Limited ("Shire"), the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired in 2011. The company employs approximately 140 people and is based in Leamington Spa, United Kingdom.
First-half revenues reached GBP7.25 million and there was a loss before tax and intra-Group management and interest charges** of GBP0.17 million (30 June 2017: GBP6.28 million and GBP0.24 million; 31 December 2017 GBP15.87 million, profit GBP0.64 million). Loss before tax was GBP0.19 million (30 June 2017: GBP0.25 million, 31 December 2017: profit GBP0.44 million) - with the difference being intra-group interest and management charges. Given that Shire's revenues are weighted towards the colder winter months we expect that its performance will improve in the second half of the year.
Shire's revenues in the period were the highest they have been during the Group's ownership, for what is the seasonally slower part of the year. However, gross margins have reduced over the last few years because of the rise in factory wages and raw material price increases, exacerbated by the effects of Sterling depreciation and the lower availability of labour after the Brexit vote in June 2016. In order to strengthen Shire's operational performance through margin enhancement and capacity growth, as well as to facilitate new product development, we have committed in 2018 to capital investment totalling GBP0.95 million. The introduction of this new equipment is largely complete and we should see the benefits of it increasingly in future months.
Security solutions
Sira Defence and Security Limited ("SDS"), our security solutions business delivered a satisfactory performance, with revenue of GBP0.12 million (30 June 2017: GBP0.1 million, 31 December 2017: GBP0.28 million). The company achieved a breakeven result before tax (30 June 2017: loss GBP0.03 million, year to 31 December 2017: profit GBP0.47 million).
We signed a number of licencing agreements in the period where our software is embedded in much larger systems. These agreements generally have a minimum revenue guarantee together with a performance-based component. The sales lead times into public sector clients remain long, but we expect some of these agreements to generate further revenues for us this year or in early 2019.
Further segmental information is set out in the financial review below and in note 2.
Purchase of own shares
The Group has not acquired any further shares for treasury since the large share buy-back in October 2017. As of 30 June 2018, since the start of its buyback programme, the Group has returned GBP9.4 million to shareholders.
Acquisitions and future strategy
Although through the first half of 2018 deal flow has remained steady, we did not identify any opportunities which we deemed worthy of investment. We have seen a greater number of under-performing or failing businesses in the retail and casual dining sectors where there remains over-capacity and cost pressures.
Our current businesses could be affected by turmoil in the lead up to, and following, Brexit. However, in the case of Impetus, we believe there is the opportunity to prosper within a dynamic automotive environment and prospects of further growth. In the case of Shire, we are taking steps to minimise any disruption to our supply chain but we are dependent on our supply chain doing the same. Volvere may perhaps, on balance, be one of the very few businesses to benefit from Brexit-led distress, provided it does not endure too long. We will of course assess any opportunities as they arise.
The loyalty and hard work of all the Group's employees is what generates our performance and our basis for growth. I am very grateful to all of them and look forward to delivering a strong second half to 2018.
Jonathan Lander
Chief Executive
27 September 2018
**Profit before intra-Group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.
Financial Review
This financial review covers the Group's performance during the period ended 30 June 2018. It should be read in conjunction with the Chairman's and Chief Executive's Statements.
Overview
Group revenue for the period grew by approximately 20% to GBP22.20 million from GBP18.54 million in the prior comparable period (31 December 2017: GBP43.42 million). The increase of GBP3.66 million arose from growth in both Impetus and Shire Foods, as explained below.
Group profit before tax was GBP1.28 million (30 June 2017: GBP0.76 million, year to 31 December 2017: GBP3.45 million). The increase, against the comparable period last year, reflects an increase in profit at Impetus, reduced losses at Shire Foods and a breakeven result in SDS which was previously loss-making.
Further comment on each segment is set out below and detailed information about the Group's segments is set out in note 3 to these interim results, which should be read in conjunction with this financial review.
Automotive Consulting
Impetus has been a member of the Group since March 2015. A summary of its recent financial performance is set out in Table A below.
Table A 6 months 6 months
to to Year ended Year ended Year ended
30 June 30 June 31 December 31 December 31 December
2018 2017 2017 2016 2015(1)
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 14,824 12,163 27,265 17,372 12,077
Profit before tax,
Group interest and
management charges(2) 1,921 1,536 3,604 1,485 583
Profit before tax(2) 1,789 1,369 3,270 1,114 304
(1) Reflects the period from acquisition on 25 March 2015 to 31 December 2015
(2) The difference between profit before tax and profit before tax, Group interest and management charges relates to Group interest and management charges
At the start of the second quarter of 2017 Impetus commenced managing the training and development centre for a large client. Since 1 September 2018, Impetus has taken management responsibility for a second manufacturer's smaller training academy and look forward to continuing to focus on, and growing further, in this important area.
Revenue growth against the comparable period in 2017 is due principally to the full-period contribution of the training and development centre contract, which has also had a corresponding effect on underlying profitability.
During the period the Group charged Impetus GBP0.13 million for management services but no interest was payable in view of the repayment during 2017 of all Group loans. At the end of June 2017, Group loans outstanding had amounted to GBP1.24 million.
Impetus declared dividends totalling GBP0.29 million during the first half of 2018, of which the Group's share was GBP0.24 million. The Group owns approximately 83% of Impetus.
Food manufacturing
A summary of Shire's recent financial performance is set out in Table B below.
Table B Year ended 31 Year ended 31 Year ended 31
6 months to 6 months to December December December
30 June 30 June 2017 2016 2015
2018 2017 GBP'000 GBP'000 GBP'000
GBP'000 GBP'000
Revenue 7,252 6,280 15,869 15,190 15,476
(Loss)/profit
before tax,
intra-group
management and
interest charges (173) (237) 635 1,149 1,588
Intra-group
management and
interest charges (15) (15) (200) (240) (423)
Profit before tax (188) (252) 435 909 1,165
============== ============== ====================== =================== ===================
Shire's revenue grew by more than 15% compared to the same period in 2017. However, the upward pressure on raw material prices (principally as a result of Sterling's weakness), coupled with the pressure from customers to avoid increasing selling prices, has reduced gross margins. We continue to believe that, over time, with the uncertainty surrounding Brexit reduced, the company will see a return to a more normal trading environment.
In the meantime, we have committed to investing almost GBP1 million in Shire to increase capacity and reduce wastage. The investments themselves are not a panacea for improving performance, but rather provide greater flexibility to manufacture different product formats, to increase throughput and to drive process improvements which, in turn, will reduce wastage and increase margins.
At 30 June 2018, there were no outstanding Group loans. However, given the cashflows associated with the procurement of the aforementioned capital expenditure pending lease refinancing, we expect to make further loans to Shire during the final quarter of 2018. The equity investment and related intellectual property investments made of GBP0.53 million and GBP0.44 million respectively, brings the Group's total amount invested (excluding loans) to date to GBP0.97 million.
Shire's unaudited net assets at the period end amounted to GBP5.99 million (30 June 2017: GBP5.39 million; 31 December 2017: GBP6.18 million), of which 20% is attributable to non-controlling interests.
Investment revenues and other gains and losses and finance income and expense
The Group disposed of available-for-sale investments during the period as part of its treasury management policy for total consideration of GBP3.21 million. Investment revenues arising amounted to GBP0.08 million (30 June 2017: GBPnil million, 31 December 2017: GBP0.09 million).
The Group's net finance expense was GBP0.04 million (30 June 2017: GBP0.05 million, 31 December 2017: GBP0.13 million). Despite the Group's significant cash balances, individual Group trading companies utilise leverage where appropriate, and without recourse to the remainder of the Group.
Statement of financial position
Cash
Cash at the period end amounted to GBP17.43 million (30 June 2017: GBP14.36 million, 31 December 2017: GBP12.12 million). The increase in cash compared to the end of 2017 was due to the disposal of available-for-sale investments as noted above, along with the effects of underlying trading. Details of cash movements are shown in the consolidated statement of cash flows.
Available-for-sale investments
At the period end the Group had available-for-sale investments with a market value of GBP2.99 million (30 June 2017: GBP6.16 million, 31 December 2017: GBP6.34 million) with a base cost of GBP3.03 million. The unrealised loss has been dealt with through reserves and included in the consolidated statement of comprehensive income. The Group's disposal of available-for-sale investments during the first half of 2018 gave rise to an overall realised loss of GBP0.02 million on original cost, or GBP0.19 million compared to the valuation at the 2017 year end. The loss arising on the prior year unrealised gain has been recycled through the income statement.
In line with the Group's treasury management policies and pending investment in other acquisitions, the Group continues to consider short-term investments where there is the opportunity for attractive returns.
Earnings per share and share capital
Total basic and diluted earnings per ordinary share were 19.3 pence (30 June 2017: 8.2 pence; year ended 31 December 2017: 56.4 pence).
New IFRS implementation
IFRS 15 Revenue from Contracts with Customers is effective from periods beginning on or after 1 January 2018. The standard has been adopted by the Group for the first time in the period ending 30 June 2018. In the Automotive consulting segment, revenue on certain fixed-price contracts was recognised in line with the stage of completion of the contracts. In 2018, such revenue would be recognised upon the completion of specific deliverables. As part of the review for restatement of the comparative results, there were no material restatements identified as required in respect of such prior information.
Hedging
It is not the Group's policy to enter into derivative instruments to hedge interest rate or foreign exchange risk.
Key performance indicators (KPIs)
The Group uses key performance indicators suitable for the nature and size of the Group's businesses. The key financial performance indicators are revenue and profit before tax. The performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Chief Executive's statement and disclosed in note 3.
Internally, management uses a variety of non-financial KPIs as follows: in respect of the food manufacturing sector order intake, manufacturing output and sales are monitored weekly and reported monthly; in the automotive consulting segment staff utilisation, amounts billed to clients and cash collected are closely monitored; order intake is monitored monthly in respect of the security solutions segment.
Principal risk factors
The Company and Group face a number of specific business risks that could affect the Company's or Group's success. These are set out more fully in the Group's Annual Report. The Company and Group invests in distressed businesses and securities, which by their nature often carry a higher degree of risk than those that are not distressed. The Group's businesses are principally engaged in the provision of services that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload. Also, in the automotive consulting and food manufacturing segments, there is a dependency on a small number of customers and a reduction in the volume or range of products or services supplied to those customers or the loss of any one of them could impact the Group materially.
These risks are managed by the Board in conjunction with the management of the Group's businesses.
Nick Lander
Chief Financial & Operating Officer
27 September 2018
Consolidated income statement
6 months 6 months Year ended
to to 31
30 June 30 June December
Note 2018 2017 2017
GBP'000 GBP'000 GBP'000
Continuing operations
Revenue 3 22,198 18,540 43,418
Cost of sales (17,703) (14,732) (33,693)
--------- --------- -----------
Gross profit 4,495 3,808 9,725
Distribution costs (469) (431) (974)
Administrative expenses (2,758) (2,569) (5,264)
Operating profit 1,268 808 3,487
Investment revenues 76 - 93
Other gains and losses 4 (23) - -
Finance expense 5 (70) (74) (164)
Finance income 5 29 22 38
Profit before tax 1,280 756 3,454
Income tax expense (371) (290) (675)
Profit for the period 909 466 2,779
========= ========= ===========
Attributable to:
- Equity holders of the parent 706 333 2,251
- Non-controlling interests 8 203 133 528
--------- --------- -----------
909 466 2,779
========= ========= ===========
Earnings per share 6
Total
- Basic 19.3p 8.2p 56.4p
- Diluted 19.3p 8.2p 56.4p
========= ========= ===========
Consolidated statement of comprehensive income
6 months 6 months Year ended
to to 31
30 June 30 June December
2018 2017 2017
GBP'000 GBP'000 GBP'000
Profit for the period 909 466 2,779
Other comprehensive income
(items that will be reclassified
to profit or loss)
Fair value gains and losses
on available-for-sale financial
assets
- current period gains/(losses) 75 (102) 77
- reclassified to profit -
and loss (188) -
Revaluation of property - - 260
Deferred tax recognised
on revaluation of property - - (135)
Foreign exchange (losses)/gains
on retranslation of foreign
operations - (5) (6)
Other comprehensive income (113) (107) 196
--------- --------- -----------
Total comprehensive income
for the period 796 359 2,975
========= ========= ===========
Attributable to:
Equity holders of the parent 593 227 2,423
Non-controlling interests 203 132 552
--------- --------- -----------
796 359 2,975
========= ========= ===========
Consolidated statement of changes in equity
Share Share Revaluation Retained Non-controlling
Six months to 30 capital premium reserves earnings Total interests Total
June 2018 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Other comprehensive
income - - (113) - (113) - (113)
Profit for the
period - - - 706 706 203 909
-------- -------- ------------- --------- -------- ---------------- --------
Total comprehensive
income for the
period - - (113) 706 593 203 796
Balance at 1 January 50 3,640 177 20,319 24,186 1,958 26,144
Transactions with
owners:
Dividend paid by
subsidiary - - - - - (50) (50)
Total transactions
with owners - - - - - (50) (50)
-------- -------- ------------- --------- -------- ---------------- --------
Balance at 30 June 50 3,640 64 21,025 24,779 2,111 26,890
======== ======== ============= ========= ======== ================ ========
Share Share Revaluation Retained Non-controlling
Six months to 30 capital premium reserves earnings Total interests Total
June 2017 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Other comprehensive
income - - (102) (4) (106) (1) (107)
Profit for the
period - - - 333 333 133 466
-------- -------- ------------- --------- -------- ---------------- --------
Total comprehensive
income for the
period - - (102) 329 227 132 359
Balance at 1 January 50 3,640 - 21,529 25,219 1,406 26,625
Transactions with
owners:
Purchase of own
shares - - - (54) (54) - (54)
Total transactions
with owners - - - (54) (54) - (54)
-------- -------- ------------- --------- -------- ---------------- --------
Balance at 30 June 50 3,640 (102) 21,804 25,392 1,538 26,930
======== ======== ============= ========= ======== ================ ========
Share Share Revaluation Retained Non-controlling
Year ended 31 December capital premium reserves earnings Total interests Total
2017 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Other comprehensive
income - - 177 (5) 172 24 196
Profit for the
year - - - 2,251 2,251 528 2,779
-------- -------- ------------- --------- -------- ---------------- --------
Total comprehensive
income for the
year - - 177 2,246 2,423 552 2,975
Balance at 1 January 50 3,640 - 21,529 25,219 1,406 26,625
Transactions with
owners:
Purchase of own
shares - - - (3,458) (3,458) - (3,458)
Share based payments - - - 2 2 - 2
Total transactions
with owners - - - (3,456) (3,456) - (3,456)
Balance at 31 December 50 3,640 177 20,319 24,186 1,958 26,144
======== ======== ============= ========= ======== ================ ========
Consolidated statement of financial position
30 June 30 June 31 December
2018 2017 2017
Note GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Goodwill 380 380 380
Other intangible assets - 24 8
Property, plant & equipment 5,296 5,559 5,424
Total non-current assets 5,676 5,963 5,812
Current assets
Inventories 2,291 2,396 1,466
Trade and other receivables 8,176 6,864 10,104
Cash and cash equivalents 17,430 14,361 12,119
Available for sale investments 2,994 6,156 6,335
-------- -------- ------------
Total current assets 30,891 29,777 30,024
-------- -------- ------------
Total assets 36,567 35,740 35,836
-------- -------- ------------
Liabilities
Current liabilities
Loans and other borrowings (96) (596) (783)
Finance leases (192) (161) (192)
Trade and other payables (6,888) (5,565) (6,023)
Tax payable (386) (266) (433)
Total current liabilities (7,562) (6,588) (7,431)
Non-current liabilities
Loans and other borrowings (1,306) (1,401) (1,353)
Finance leases (221) (361) (315)
Total non-current liabilities (1,527) (1,762) (1,668)
Total liabilities (9,089) (8,350) (9,099)
Provisions - deferred tax (514) (376) (514)
Provisions - lease incentive (74) (84) (79)
NET ASSETS 26,890 26,930 26,144
======== ======== ============
Equity
Share capital 50 50 50
Share premium account 3,640 3,640 3,640
Revaluation reserves 64 (102) 177
Retained earnings 21,025 21,804 20,319
-------- -------- ------------
Capital and reserves attributable to
equity holders of the Company 24,779 25,392 24,186
Non-controlling interests 8 2,111 1,538 1,958
-------- -------- ------------
TOTAL EQUITY 26,890 26,930 26,144
======== ======== ============
Consolidated statement of cash flows
6 months 6 months 6 months 6 months Year Year
to 30 to 30 to 30 to 30 ended ended
June June June June 31 December 31 December
2018 2018 2017 2017 2017 2017
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Profit for the period
from continuing
operations 909 466 2,779
Adjustments for:
Investment revenues (76) - (93)
Other gains and losses 4 23 - -
Finance expense 5 70 74 164
Finance income 5 (29) (22) (38)
Depreciation 239 228 664
Amortisation of
intangible
assets 14 16 31
Foreign exchange
differences - (6) 7
Loss on disposal
of property,
plant and
equipment - 7 7
Share-based
payment expense 7 - - 2
Income tax
expense 371 290 675
----------- ----------- --------------
612 587 1,419
Operating cash flows
before movements in
working
capital 1,521 1,053 4,198
Decrease/(increase) in
trade and other
receivables 1,928 368 (2,873)
Increase in trade and
other payables 847 1,127 1,582
(Increase)/decrease in
inventories (825) (314) 616
Tax paid (424) (208) (422)
Cash generated from
operations 3,047 2,026 3,101
Investing activities
Proceeds from sale of
discontinued operations
net of cash sold - - -
Purchase of
available-for-sale
investments - (6,258) (6,258)
Income from
available-for-sale
investments 76 - 93
Disposal of
available-for-sale
investments 3,205 - -
Purchase of property,
plant and equipment (117) (222) (190)
Disposal of property,
plant and equipment - - -
Interest received 29 22 38
----------- ----------- --------------
Net cash generated
from/(used
by) investing activities 3,193 (6,458) (6,317)
Financing activities
Interest paid (70) (74) (164)
Purchase of own shares
(treasury shares) 8 - (54) (3,458)
Dividend paid by
subsidiary (50) - -
(Repayment of)/net new
borrowings (828) (1,143) (1,093)
Net cash used by financing
activities (948) (1,271) (4,715)
----------- ----------- --------------
Net increase/(decrease)
in cash 5,292 (5,703) (7,931)
Cash at beginning of
period 12,119 20,063 20,063
Foreign exchange
revaluation
of opening cash 19 1 (13)
----------- ----------- --------------
Cash at end of period 17,430 14,361 12,119
=========== =========== ==============
Volvere plc
Notes forming part of the unaudited interim results for the period ended 30 June 2018
1 Financial information and basis of accounting
These interim financial statements have been prepared using accounting policies consistent with IFRSs as adopted by the European Union.
These interim financial statements should be read in accordance with the Group's last annual consolidated financial statements as and for the year ended 31 December 2017. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. AIM-listed companies are not required to comply with IAS 34 Interim Financial Reporting and accordingly the Group has taken advantage of this exemption.
This is the first set of the Group's financial statements where IFRS 15 and IFRS 9 have been applied. Changes to significant accounting policies are described in Note 2.
The comparative figures for the year ended 31 December 2017 have been prepared under IFRS. They do not constitute statutory accounts as defined by the Companies Act 2006. The accounts for the 12 months ended 31 December 2017 received an unmodified auditor's report and have been filed with the Registrar of Companies.
Copies of this statement will be available to members of the public at the Company's registered office: Warnford Court, 29 Throgmorton Street, London EC2N 2AT and on its website www.volvere.co.uk.
2 Changes in significant accounting policies
Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2017.
The changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ending 31 December 2018.
The Group has initially adopted IFRS 15 Revenue from Contracts with Customers from 1 January 2018. This has meant considering the requirement to restate the comparative results for the year ending 31 December 2017. In assessing this requirement, the Group did not identify any contracts that would have resulted in material restatement of the Group's comparative results.
The Automotive and Security solutions segments are affected by the adoption of the new standard. The effect of initially applying this standard has had no material effect on the Group's financial statements.
Explanation of significant areas for adjustment
The potential significant area for adjustment relates to the recognition of revenue on fixed price consulting contracts where the final deliverable is the performance obligation. Previously, revenue would have been recognised in line with the stage of completion.
IFRS 16 Leases has not been adopted in 2018 but will be with effect from 1 January 2019. The effects on the presentation of the Group's results arising from the adoption of IFRS 16 has not been established at the present time.
3 Operating segments
Analysis by business segment (excluding intra-Group interest and management charges and balances):
Analysis by business segment:
Period ended 30 June Investing
2018 Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Revenue 14,824 122 7,252 - 22,198 - 22,198
------------ ----------- --------------- ----------- ------------ -------------- ----------
Profit/(loss) before
tax(1) 1,921 6 (173) (474) 1,280 - 1,280
------------ ----------- --------------- ----------- ------------ -------------- ----------
Period ended 30 June Investing
2017 Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Revenue 12,163 97 6,280 - 18,540 - 18,540
------------ ----------- --------------- ----------- ------------ -------------- ----------
Profit/(loss) before
tax(1) 1,536 (25) (237) (518) 756 (-) 756
------------ ----------- --------------- ----------- ------------ -------------- ----------
Year ended 31 December Investing
2017 Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Revenue 27,265 284 15,869 - 43,418 - 43,418
------------ ----------- --------------- ----------- ------------ -------------- ----------
Profit/(loss) before
tax(1) 3,604 47 635 (832) 3,454 (-) 3,454
------------ ----------- --------------- ----------- ------------ -------------- ----------
As at 30 June 2018 Investing
Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Assets 9,647 280 10,383 16,257 36,567 - 36,567
Liabilities/provisions (4,852) (240) (4,393) (192) (9,677) - (9,677)
------------ ----------- --------------- ----------- ------------ -------------- ----------
Net assets(2) 4,795 40 5,990 16,065 26,890 - 26,890
------------ ----------- --------------- ----------- ------------ -------------- ----------
As at 30 June 2017 Investing
Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Assets 7,411 214 9,670 18,445 35,740 - 35,740
Liabilities/provisions (4,054) (246) (4,278) (232) (8,810) - (8,810)
------------ ----------- --------------- ----------- ------------ -------------- ---------
Net assets(2) 3,357 (32) 5,392 18,213 26,930 - 26,930
------------ ----------- --------------- ----------- ------------ -------------- ---------
As at 31 December 2017 Investing
Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Assets 8,305 247 10,819 16,465 35,836 - 35,836
Liabilities/provisions (4,593) (215) (4,640) (244) (9,692) - (9,692)
------------ ----------- --------------- ----------- ------------ -------------- ---------
Net assets(2) 3,712 32 6,179 16,221 26,144 - 26,144
------------ ----------- --------------- ----------- ------------ -------------- ---------
(1) stated before intra-Group interest
and management charges
(2) assets and liabilities stated
excluding intra-Group balances
Six months to 30 June Investing
2018 Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Capital spend 16 - 101 - 117 - 117
Depreciation 14 - 224 1 239 - 239
Amortisation/Impairment 14 - - - 14 - 14
Interest income
(non-Group) - - - 29 29 - 29
Interest expense
(non-Group) 18 - 52 - 70 - 70
Tax expense 377 (6) - - 371 - 371
------------ ----------- --------------- ----------- ------------ -------------- -----------
Six months to 30 June Investing
2017 Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Capital spend 9 7 206 - 222 - 222
Depreciation 20 - 208 - 228 - 228
Amortisation/Impairment 16 - - - 16 - 16
Interest income
(non-Group) - - - 22 22 - 22
Interest expense
(non-Group) 20 - 54 - 74 - 74
Tax expense 290 - - - 290 - 290
------------ ----------- --------------- ----------- ------------ -------------- -----------
Year ended 31 December Investing
2017 Automotive Security Food and Total
consulting solutions manufacturing management continuing Discontinued Total
GBP'000 GBP'000 GBP'000 services GBP'000 GBP'000 GBP'000
GBP'000
Capital spend 34 6 223 - 263 - 263
Depreciation 48 3 613 - 664 - 664
Amortisation/Impairment 30 - 1 - 31 - 31
Interest income
(non-Group) - - - 38 38 - 38
Interest expense
(non-Group) 44 - 120 - 164 - 164
Tax expense 650 - 25 - 675 - 675
------------ ----------- --------------- ----------- ------------ -------------- -----------
Geographical analysis:
External revenue by location Non-current assets by
of customers location of assets
6 months 6 months Year ended
to to 31 December 30 June 30 June 31 December
30 June 30 June 2017 2018 2017 2017
2018 2017
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
UK 20,306 16,249 38,550 5,676 5,963 5,812
Rest of Europe 1,246 1,557 3,403 - - -
Other 646 734 1,465 - - -
--------- --------- ------------- ---------- ---------- --------------
22,198 18,540 43,418 5,676 5,963 5,812
========= ========= ============= ========== ========== ==============
4 Other gains and losses
The Company's unrealised treasury investment losses at the end of the period amounted GBP36,000 and these have been dealt with through other comprehensive income. During the period the Company disposed of certain other investments for a loss of GBP23,000 compared to the original cost; these investments had been revalued during the year ending 31 December 2017 and an unrealised gain of GBP188,000 had arisen and dealt with through reserves. Upon sale this has been transferred to the income statement.
5 Finance expense/income
The Group's finance expense relates to the debt servicing costs in the Group's subsidiaries, Shire Foods Limited and Impetus Automotive Limited, offset by interest earned on the Group's cash deposits.
6 Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
6 months 6 months Year ended
to to 31 December
30 June 30 June 2017
2018 2017 GBP'000
GBP'000 GBP'000
Earnings for the purposes of earnings
per share:
From continuing operations 706 333 2,251
From discontinued operations - - -
---------- ---------- -------------
Total 706 333 2,251
========== ========== =============
No. No.
Weighted average number of ordinary
shares for the purposes of earnings
per share:
Weighted average number of ordinary
shares in issue 3,668,363 4,080,323 3,987,670
Dilutive effect of potential ordinary - - -
shares
---------- ---------- -------------
Weighted average number of ordinary
shares for diluted EPS 3,668,363 4,080,323 3,987,670
========== ========== =============
There were no share options (or other dilutive instruments) in issue during the period in respect of the parent company's shares (30 June 2017: nil; 31 December 2017: nil).
7 Non-controlling interests
The non-controlling interests of GBP2.11 million relate to the net assets attributable to the shares not held by the Group at 30 June 2018 in the following subsidiaries:
30 June 30 June 31 December
2018 2017 2017
GBP'000 GBP'000 GBP'000
NMT Group Limited 71 73 72
Shire Foods Limited 1,196 1,077 1,234
Impetus Automotive Limited 844 388 652
2,111 1,538 1,958
========= ========= ============
The Group owns approximately 83% Impetus and 80% of Shire Foods.
8 Purchase of own shares
The Company did not acquire any of its own Ordinary shares during the period (30 June 2017: 10,000 and 31 December 2017: 417,595). For reference, the total number of Ordinary shares held in treasury is 2,538,711 and the number of shares in issue, excluding treasury shares, at the period end was 3,668,363 (30 June 2017: 4,075,958 and 31 December 2017: 3,668,363).
9 Dividend
The Board is not recommending the payment of an interim dividend for the period ended 30 June 2018.
- Ends -
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR FMGZLZVNGRZZ
(END) Dow Jones Newswires
September 27, 2018 02:02 ET (06:02 GMT)
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