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VLE Volvere Plc

1,225.00
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
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 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Business Consulting Svcs,nec 41.56M -537k -0.2292 -53.45 28.71M

Volvere PLC Interim Results (2574K)

20/09/2016 7:01am

UK Regulatory


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TIDMVLE

RNS Number : 2574K

Volvere PLC

20 September 2016

 
 -Press Release   20 September 2016 
 

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2016

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2016.

Highlights

 
 GBP million except where stated                  As at                As at      As at 31 
                                                30 June         30 June 2015      December 
                                                   2016                               2015 
 Consolidated net assets per share 
  (excluding non-controlling interests)(1)      GBP5.76              GBP4.32       GBP5.69 
 Group net assets                                  24.7                 18.9          24.3 
 Cash and marketable securities                    18.5                 11.7          16.3 
 
                                                     Six months ended           Year ended 
                                                30 June              30 June   31 December 
                                                   2016                 2015          2015 
                                                           (re-presented)(2) 
 Group revenue from continuing 
  businesses                                       14.5                 10.5          27.9 
 
   Group profit before tax from continuing 
   operations                                      0.25                 0.46          1.34 
 

Note

1 Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (which was 4,085,958 for all periods).

2 The results for the six months ended 30 June 2015 have been re-presented to remove the results of JMP Consultants Limited, which was sold in December 2015 and has been treated as discontinued operations.

   --      Further growth achieved in net assets per share 
   --      Shire Foods' performance was satisfactory 
   --      Impetus Automotive, acquired in March 2015, delivered an encouraging performance 
   --      Balance sheet remains strong with high liquidity 

-- Continued close management of existing businesses to seek to maximise performance; increased deal-flow in recent months is presenting additional opportunities for the Group which continues its policy of selective investment.

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

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/Liz Yong 
 
 

Chairman's Statement

Once again I am delighted to be able to report a pleasing performance in the first half of the year. Net assets per share have risen again, to GBP5.76 (31 December 2015: GBP5.69), reflecting satisfactory trading in all our businesses. Following its acquisition in 2015, Impetus Automotive has made a positive contribution to the Group.

We are looking forward to continued progress in 2016.

David Buchler

Chairman

20 September 2016

*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 10.

Chief Executive's Statement

I am pleased to report a positive set of results for the first half of 2016. Having sold JMP Consultants, our transport planning and engineering business, in December 2015, this period's results include only Impetus Automotive, Shire Foods and SDS. The performance of each of the Group's segments is set out below.

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.

We reported in our preliminary results in June that we expected profits would be lower in 2016 and that was the case in the period. However, in spite of lower volumes with one customer, Shire achieved impressive first-half revenues of GBP6.19 million and a profit before tax and intra-Group management and interest charges of GBP0.13 million (30 June 2015: GBP6.49 million and GBP0.31 million; 31 December 2015 GBP15.48 million, GBP1.59 million). Shire's revenues are weighted towards the colder winter months and this also affects the timing of profitability.

The weakening of Sterling post the Brexit vote has caused raw material prices to rise and this will undoubtedly reduce margins at least in the short term. We continue to adopt a partnership approach with our customers and believe that by offering innovative products at fair prices we will continue to build a long-term, stable platform upon which to grow. We remain positive about Shire's contribution to the Group and its prospects.

Automotive Consulting

We acquired Impetus Automotive Limited ("Impetus") in March 2015. Impetus provides a range of services and software solutions to automotive manufacturers around the world with a particular focus on improving the effectiveness of vehicle manufacturers' sales and after-sales networks as well as providing research-based industry insight. The company employs more than 200 people and is now 79%-owned by the Group.

For the 6 months to 30 June 2016 revenues and profit before tax and intra-Group interest and management charges were GBP8.16 million and GBP0.52 million respectively (3 months to 30 June 2015: GBP3.88 million, loss before tax GBP0.04 million; 9 months to 31 December 2015: GBP12.08 million, profit before tax GBP0.58 million).

With new car sales at an all-time high in the UK and elsewhere, we believe Impetus's after-sales products and services will remain a requirement for manufacturers for some time to come. Impetus has won several significant pieces of business in the period of our ownership. This is testament to the dedication, skill and knowledge of our staff for which we are grateful.

Security solutions

Sira Defence and Security Limited ("SDS"), our security solutions business once again delivered a good performance, with revenue of GBP0.17 million (30 June 2015: GBP0.14 million, 31 December 2015: GBP0.31 million). Profit before tax and intra-Group management and interest charges was GBP0.06 million (30 June 2015: GBP0.05 million, 31 December 2015: GBP0.12 million). Encouragingly, SDS sold its first network licence to a foreign police force in the period.

Further segmental information is set out in the financial review below and in note 2.

Purchase of own shares

During the period the Group did not acquire any further shares for treasury. The aggregate cost of shares purchased as of 30 June 2016 totals GBP5.94 million.

Acquisitions and future strategy

We continue to manage our existing businesses closely with a view to ensuring their performance is maximised. We have seen an increase in deal-flow in recent months and the economic uncertainty created by the impending withdrawal of the UK from the European Union may well present further opportunities.

Jonathan Lander

Chief Executive

20 September 2016

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2016. It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Overview

The Group's revenue from continuing operations for the period was GBP14.54 million compared to GBP10.51 million for the period to 30 June 2015. The increase in the first half of 2016 is due to the inclusion of Impetus Automotive Limited ("Impetus") for the entire period; the 2015 comparative period only included Impetus for approximately 3 months after its acquisition in March. The 2015 results of JMP Consultants Limited, which was sold in December 2015, have been reclassified as discontinued operations.

Group profit before tax from continuing operations was GBP0.25 million (30 June 2015: GBP0.46 million, 31 December 2015: GBP1.34 million). The reduction compared to the same period last year principally reflects lower realised gains on treasury investments (a reduction of GBP0.43 million) offset partly by a full period contribution this year from Impetus. Encouragingly, Group operating profit was higher than the prior year at GBP0.19 million (30 June 2015: GBP0.02 million, 31 December 2015: GBP0.87 million), again reflecting the contribution from Impetus.

Further comment on each segment is set out below and detailed information about the Group's segments is set out in note 2 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 
                                                   30 June    30 June    31 December 
                                                      2016    2015(1)        2015(2) 
                                                    GBP000     GBP000         GBP000 
 
 Revenue                                             8,164      3,880         12,077 
 
 Profit/(loss) before tax and Group interest 
  and management charges                               522       (43)            583 
                                                 =========  =========  ============= 
 

(1) Reflects the period from acquisition on 25 March 2015 to 30 June 2015

(2) Reflects the period from acquisition on 25 March 2015 to 31 December 2015

A clearer management structure has been created in Impetus to ensure that client programme delivery is visible throughout the business, with greater accountability for performance. We have continued to monitor overhead costs whilst investing in internal business systems and client-facing IT solutions. This will deliver both operational benefits for our in-field staff and our clients.

During the period the Group charged Impetus GBP132,000 for management services and interest of GBP57,000 on Group loans. At the period end loans outstanding to the Group (which include the funding at the time of the original acquisition to enable a GBP1.08 million bank debt repayment) amounted to GBP1.27 million (30 June 2015: GBP1.79 million, 31 December 2015: GBP1.1 million). At the date of this report, loans outstanding to the Group were GBP1.09 million.

Security solutions

The performance of SDS was broadly in line with the prior comparable period, with revenue up slightly at GBP0.17 million (30 June 2015: GBP0.14 million, 31 December 2015: GBP0.31 million). Profit before tax was GBP0.06 million (30 June 2015: GBP0.05 million, 31 December 2015: GBP0.12 million). No Group loans were outstanding at the period end (30 June 2015: GBP0.03 million, 31 December 2015: nil).

Food manufacturing

A summary of Shire's recent financial performance is set out in Table B below.

 
 Table B                        6 months   6 months 
                                      to         to     Year ended     Year ended     Year ended 
                                 30 June    30 June    31 December    31 December    31 December 
                                    2016       2015           2015           2014           2013 
                                  GBP000     GBP000         GBP000         GBP000         GBP000 
 
   Revenue                         6,192      6,487         15,476         12,134          8,531 
 
 Profit/(loss) before 
  tax, Group interest and 
  management charges                 129        307          1,588          1,651            117 
 
 Pro-forma adjustment: 
 Exceptional credit relating           -          -              -          (852)              - 
  to company voluntary 
  arrangement 
 Loss on sale of tangible 
  fixed asset                         61         12             12              -              - 
 
 Underlying profit before 
  tax, Group interest and 
  management charges                 190        319          1,600            799            117 
                               ---------  ---------  -------------  -------------  ------------- 
 
 

Shire's revenue and profitability were lower than 2015 due to one retail customer bringing manufacturing in-house. In spite of this, Shire's underlying profit was satisfactory for the period. The loss on tangible fixed assets reflects the disposal of refrigeration plant that was replaced with a more efficient and reliable system.

At 30 June 2016 Shire's remaining Group loans had all been repaid. This compares with 30 June 2015 and 31 December 2015 when GBP1 million was outstanding at each date. Since the period end, the Group has made further loans to Shire to meet its seasonal stock-build for the winter period. At the date of this report GBP0.3 million remains outstanding. 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 GBP0.97 million.

Shire's unaudited net assets at the period end, stated before deducting the Group loans referred to above, amounted to GBP4.97 million (30 June 2015: GBP5.29 million; 31 December 2015: GBP5.88 million), of which 20% is attributable to non-controlling interests.

Investment revenues and other gains and losses

The Group held available-for-sale investments during the period as part of its treasury management policy, which generated investment income of GBP0.1 million (30 June 2015: GBP0.07 million; 31 December 2015: GBP0.16 million). No investments were disposed of in the period; in the comparable period to 30 June 2015 (and similarly to 31 December 2015), the sale of investments realised gains on sale of GBP0.43 million (of which GBP0.32 million was reclassified to profit).

Statement of financial position

Cash

Cash at the period end was GBP13.99 million (30 June 2015: GBP7.13 million, 31 December 2015: GBP11.97 million). The increase in cash compared to the end of 2015 principally reflects a seasonal reduction in trade debtors in Shire Foods. 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 GBP4.50 million (30 June 2015: GBP4.56 million, 31 December 2015: GBP4.31 million); the base cost of these investments was GBP4.92 million (30 June 2015: GBP4.92 million; 31 December 2015: GBP4.92 million).

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

Basic and diluted earnings per ordinary share from continuing operations were 2.4 pence (30 June 2015: 9.8 pence; 31 December 2015: 20.3 pence). Total basic and diluted earnings per ordinary share were 2.4 pence (30 June 2015: 15.9 pence; 31 December 2015: 158.8 pence). Total earnings per share in 2015 reflect the profits arising from the sale of JMP Consultants in December 2015.

Hedging

It is not the Group's policy to enter into derivative instruments to hedge interest rate risk.

Risk factors

The Company and Group face a number of specific business risks that could affect the Company's or Group's success. The Company 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.

In addition, the food manufacturing segment is exposed to raw material and commodity cost increases and is dependent on the availability of credit facilities on appropriate terms from lenders and suppliers as well as being dependent on the reliability and performance of the plant and equipment used in the business. Failure or unreliability of key plant or equipment could be material in terms of lost production output or other losses arising from non-supply of products and there is the risk that any or all of the costs, timescales or the non-availability of funding required to enable rectification, would render the segment unviable, with a material effect on the Group.

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 and disclosed in note 2.

Internally, management uses a variety of non-financial KPIs as follows: in respect of the food manufacturing segment order intake, manufacturing output and sales are monitored weekly and reported monthly; order intake is reported monthly in respect of the security solutions segment; revenue and contribution by business area are monitored in the Automotive Consulting segment.

Nick Lander

Chief Financial & Operating Officer

20 September 2016

Consolidated income statement

 
 
                                                                       6 months          6 months   Year ended 
                                                                             to                to           31 
                                                                        30 June           30 June     December 
                                                                Note       2016              2015         2015 
                                                                        GBP'000           GBP'000      GBP'000 
                                                                                   (re-presented) 
 Continuing operations 
 Revenue                                                                 14,544            10,506       27,864 
 Cost of sales                                                         (11,499)           (8,778)     (21,540) 
                                                                      ---------  ----------------  ----------- 
 
 Gross profit                                                             3,045             1,728        6,324 
 
 Distribution costs                                                       (389)             (395)        (893) 
-----------------------------------------------------------  -------  ---------  ----------------  ----------- 
 Administrative expenses 
 
   *    Before amortisation of intangibles and share based 
        payments                                                        (2,436)           (1,306)      (4,469) 
 
   *    Amortisation                                                       (16)               (8)         (89) 
                                                                           (10)                 - 
   *    Share-based payment expense                                                                          - 
 Administrative expenses                                                (2,462)           (1,314)      (4,558) 
 
 Operating profit                                                           194                19          873 
 
 Investment revenues                                                         95                66          163 
 Other gains and losses                                         3             -               428          429 
 Finance expense                                                4          (70)              (76)        (172) 
 Finance income                                                 4            28                25       50 
 
 Profit before tax                                                          247               462        1,343 
 Income tax expense                                                        (82)                 -        (335) 
                                                                      ---------  ----------------  ----------- 
 Profit for the period from continuing 
  operations                                                                165               462        1,008 
 
 Discontinued operations 
 Profit for the period from discontinued 
  operations after tax                                          7             -               332        5,667 
 
 Profit for the period                                                      165               794        6,675 
                                                                      =========  ================  =========== 
 
 Attributable to: 
 - Equity holders of the parent                                              99               652      6,499 
 - Non-controlling interests                                    9            66               142          176 
                                                                      ---------  ----------------  ----------- 
 
                                                                            165               794        6,675 
                                                                      =========  ================  =========== 
 
 Earnings per share                                             5 
 
 Continuing operations 
 - Basic                                                                   2.4p              9.8p        20.3p 
 - Diluted                                                                 2.4p              9.8p        20.3p 
 
 Discontinued operations 
 - Basic                                                                      -              6.1p       138.5p 
 - Diluted                                                                    -              6.1p       138.5p 
 
 Total 
 - Basic                                                                   2.4p             15.9p       158.8p 
 - Diluted                                                                 2.4p             15.9p       158.8p 
                                                                      =========  ================  =========== 
 
 

Consolidated statement of comprehensive income

 
                                       6 months   6 months   Year ended 
                                             to         to           31 
                                        30 June    30 June     December 
                                           2016       2015         2015 
                                        GBP'000    GBP'000      GBP'000 
 
 Profit for the period                      165        794        6,675 
 
 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)            188      (370)        (611) 
 - reclassified to profit 
  and loss                                    -      (318)        (318) 
 
 Other comprehensive income                 188      (688)        (929) 
                                      ---------  ---------  ----------- 
 
 Total comprehensive income 
  for the period                            353        106        5,746 
                                      =========  =========  =========== 
 
 Attributable to: 
 
 Equity holders of the 
  parent                                    287       (36)        5,570 
 Non-controlling interests                   66        142       176 
                                      ---------  ---------  ----------- 
 
                                            353        106        5,746 
                                      =========  =========  =========== 
 
 

Consolidated statement of changes in equity

 
                                                                Share 
                             Share     Share    Revaluation    option   Retained             Non-controlling 
Six months to 30 June      capital   premium        reserve   reserve   earnings     Total         interests     Total 
 2016                      GBP'000   GBP'000        GBP'000   GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 
Other comprehensive 
 income                          -         -            188         -          -       188                 -       188 
Transfer to profit 
 and loss on disposal            -         -              -         -          -         -                 -         - 
Profit for the period            -         -              -         -         99        99                66       165 
                          --------  --------  -------------  --------  ---------  --------  ----------------  -------- 
 
Total comprehensive 
 income for the period           -         -            188         -         99       287                66       353 
Balance at 1 January            50     3,640          (617)         -     20,175    23,248             1,046    24,294 
Foreign exchange 
 revaluation 
 of opening reserves             -         -              -         -         20        20                 6        26 
Transactions with 
 owners: 
Increase in 
 non-controlling 
 interest                        -         -              -         -          -         -                15        15 
Purchase of own shares           -         -              -         -          -         -                 -         - 
 
Total transactions 
 with owners                     -         -              -         -          -         -                15        15 
                          --------  --------  -------------  --------  ---------  --------  ----------------  -------- 
 
Balance at 30 June              50     3,640          (429)         -     20,294    23,555             1,133    24,688 
                          ========  ========  =============  ========  =========  ========  ================  ======== 
 
 
                                                               Share 
                            Share     Share    Revaluation    option   Retained             Non-controlling 
Six months to 30 June     capital   premium        reserve   reserve   earnings     Total         interests     Total 
 2015                     GBP'000   GBP'000        GBP'000   GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 
Other comprehensive 
 income                         -         -          (370)         -          -     (370)                 -     (370) 
Transfer to profit 
 and loss on disposal           -         -          (318)         -          -     (318)                 -     (318) 
Profit for the period           -         -              -         -        652       652               142       794 
                         --------  --------  -------------  --------  ---------  --------  ----------------  -------- 
 
Total comprehensive 
 income for the period          -         -          (688)         -        652      (36)               142       106 
Balance at 1 January           50     3,640            312         -     13,856    17,858             1,141    18,999 
Transactions with 
 owners: 
Purchase of own shares          -         -              -         -      (180)     (180)                 -     (180) 
 
Total transactions 
 with owners                    -         -              -         -      (180)     (180)                 -     (180) 
                         --------  --------  -------------  --------  ---------  --------  ----------------  -------- 
 
Balance at 30 June             50     3,640          (376)         -     14,328    17,642             1,283    18,925 
                         ========  ========  =============  ========  =========  ========  ================  ======== 
 
 
                                                    Share 
Year ended 31       Share    Share   Revaluation   option  Retained            Non-controlling 
December          capital  premium       reserve  reserve  earnings     Total        interests     Total 
2015              GBP'000  GBP'000       GBP'000  GBP'000   GBP'000   GBP'000          GBP'000   GBP'000 
 
Other 
 comprehensive 
 income                 -        -         (611)        -         -     (611)                -     (611) 
Transfer to 
 profit 
 and loss on 
 disposal               -        -         (318)        -         -     (318)                -     (318) 
Profit for the 
 year                   -        -             -        -     6,499     6,499              176     6,675 
                  -------  -------  ------------  -------  --------  --------  ---------------  -------- 
 
Total 
 comprehensive 
 income for the 
 year                   -        -         (929)        -     6,499     5,570              176     5,746 
Balance at 1 
 January               50    3,640           312        -    13,856    17,858            1,141    18,999 
Transactions 
with 
owners: 
Decrease in 
 non-controlling 
 interest               -        -             -        -         -         -            (271)     (271) 
Purchase of own 
 shares                 -        -             -        -     (180)     (180)                -     (180) 
 
Total 
 transactions 
 with owners            -        -             -        -     (180)     (180)            (271)     (451) 
 
Balance at 31 
 December              50    3,640         (617)        -    20,175    23,248            1,046    24,294 
                  =======  =======  ============  =======  ========  ========  ===============  ======== 
 
 
 

Consolidated statement of financial position

 
                                                30 June   30 June   31 December 
                                                   2016      2015          2015 
                                         Note   GBP'000   GBP'000       GBP'000 
 Assets 
 Non-current assets 
 Goodwill                                   8       380       307           380 
 Other intangible assets                             55        57            71 
 Property, plant & equipment                      5,549     5,264         5,773 
 
 Total non-current assets                         5,984     5,628         6,224 
 
 Current assets 
 Inventories                                      1,808     1,588         1,106 
 Trade and other receivables                      5,548     9,007         8,073 
 Cash and cash equivalents                       13,986     7,129        11,967 
 Available for sale investments                   4,501     4,555         4,313 
                                               --------  --------  ------------ 
 
 Total current assets                            25,843    22,279        25,459 
                                               --------  --------  ------------ 
 
 Total assets                                    31,827    27,907        31,683 
                                               --------  --------  ------------ 
 
                           Liabilities 
 Current liabilities 
 Loans and other borrowings                       (369)   (1,038)         (787) 
 Finance leases                                   (104)      (50)         (104) 
 Trade and other payables                       (4,333)   (6,167)       (4,058) 
 
 Total current liabilities                      (4,806)   (7,255)       (4,949) 
 
 Non-current liabilities 
 Loans and other borrowings                     (1,497)   (1,583)       (1,541) 
 Finance leases                                   (398)     (144)         (450) 
 Trade and other payables                             -         -             - 
                                               --------  --------  ------------ 
 
 Total non-current liabilities                  (1,895)   (1,727)       (1,991) 
 
 
 Total liabilities                              (6,701)   (8,982)       (6,940) 
 
 Provisions - deferred tax                        (329)         -         (335) 
 Provisions - lease incentive                     (109)         -         (114) 
 
 
 NET ASSETS                                      24,688    18,925        24,294 
                                               ========  ========  ============ 
 
 Equity 
 Share capital                                       50        50            50 
 Share premium account                            3,640     3,640         3,640 
 Revaluation reserve                              (429)     (376)         (617) 
 Retained earnings                               20,294    14,328        20,175 
                                               --------  --------  ------------ 
 
 Capital and reserves attributable to 
  equity holders of the Company                  23,555    17,642        23,248 
 Non-controlling interests                  9     1,133     1,283         1,046 
                                               --------  --------  ------------ 
 
 TOTAL EQUITY                                    24,688    18,925        24,294 
                                               ========  ========  ============ 
 
 

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 
                                     2016         2016             2015             2015           2015           2015 
                        Note      GBP'000      GBP'000          GBP'000          GBP'000        GBP'000        GBP'000 
                                                         (re-presented)   (re-presented) 
 Profit for the 
  period 
  from continuing 
  operations                                       165                               462                         1,008 
 Adjustments for: 
 Investment revenues                 (95)                          (66)                           (163) 
 Other gains and 
  losses                 3              -                         (428)                           (429) 
 Finance expense         4             70                            76                             172 
 Finance income          4           (28)                          (25)                            (50) 
 Depreciation                         220                           171                             370 
 Amortisation of 
  intangible 
  assets                               16                             8                              89 
 Foreign exchange 
  differences                           -                             -                              14 
 Loss on disposal of 
  property, 
  plant and equipment                  61                            12                              12 
 Share-based payment 
  expense                6             10                             -                               - 
 Income tax expense                    82                             -                             335 
                              -----------               ---------------                   ------------- 
 
                                                   336                             (252)                           350 
 
 Operating cash flows 
  before movements in 
  working 
  capital                                          501                               210                         1,358 
 
 Decrease/(increase) 
  in 
  trade and other 
  receivables                                    2,183                               244                       (1,015) 
 Increase in trade 
  and 
  other payables                                   112                               455                           166 
 Increase in 
  inventories                                    (702)                             (686)                         (169) 
                                           -----------                   ---------------                 ------------- 
 
 Cash generated from 
  continuing 
  operations                                     2,094                               223                           340 
 
 Net cash generated 
  from 
  discontinued 
  operations                                         -                                 6                           652 
 
 
 Net cash generated 
  from 
  operations                                     2,094                               229                           992 
 
 Investing activities 
 Proceeds from sale 
  of 
  discontinued 
  operations 
  net of cash sold                    385                             -                           4,860 
 Acquisition of 
  business               8              -                       (1,013)                         (1,013) 
 Purchase of 
  available-for-sale 
  investments                           -                       (8,734)                         (8,733) 
 Income from 
  available-for-sale 
  investments                          95                            66                             163 
 Disposal of 
  available-for-sale 
  investments                           -                         4,840                           4,840 
 Purchase of 
  property, 
  plant and equipment                (81)                          (77)                           (955) 
 Disposal of 
  property, 
  plant and equipment                  25                             4                               4 
 Interest received                     28                            25                              50 
                              -----------               ---------------                   ------------- 
 
 Net cash generated 
  from/(used 
  by) investing 
  activities                                       452                           (4,889)                         (784) 
 
 Financing activities 
 Interest paid                       (70)                          (76)                           (172) 
 Purchase of own 
  shares 
  (treasury shares)      10             -                         (180)                           (180) 
 Net repayment of 
  borrowings                        (519)                         (170)                           (104) 
                              -----------               ---------------                   ------------- 
 
 Net cash used by 
  financing 
  activities                                     (589)                             (426)                         (456) 
                                           -----------                   ---------------                 ------------- 
 
 Net 
  increase/(decrease) 
  in cash                                        1,957                           (5,086)                         (248) 
 
   Cash at beginning 
   of 
   period                                       11,967                            12,215                        12,215 
 Foreign exchange 
 revaluation 
 of opening cash                                    62                                 -                             - 
                                           -----------                   ---------------                 ------------- 
 
 Cash at end of 
  period                                        13,986                             7,129                        11,967 
                                           ===========                   ===============                 ============= 
 
 

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2016

   1          Financial information 

The financial information for the period ended 30 June 2016 and the comparative figures for the period ended 30 June 2015 have not been reviewed or audited by the Group's auditors and have been prepared on the basis of the accounting policies adopted by the Group under IFRS. The same accounting policies and methods of computation are followed in the interim financial report as published by the Company on 26 May 2016 in its annual financial statements, which are available on the Company's website at www.volvere.co.uk.

The comparative figures for the year ended 31 December 2015 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 2015 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          Operating segments 

Analysis by business segment (excluding intra-Group interest and management charges and balances):

Analysis by business segment:

 
 
                                                                               Investing and management services 
   Period ended 30 June 2016     Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
                                               GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 
   Revenue                                       8,164                   168                                  20                 6,192               14,544               -      14,544 
 
 
 Profit/(loss) before tax(1)                       521                    55                               (458)                   129                  247             (-)         247 
 
 
                                                                               Investing and management services 
  Period ended 30 June 2015      Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
  (re-presented)                               GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 
   Revenue                                       3,880                   139                                   -                 6,487               10,506           6,389      16,895 
 
 
 Profit/(loss) before tax(1)                      (43)                    51                                 147                   307                  462             332         794 
 
 
                                                                               Investing and management services 
  Year ended 31 December 2015    Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
                                               GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 
 
   Revenue                                      12,077                   311                                   -                15,476               27,864          12,823      40,687 
 
 
 Profit/(loss) before tax(1)                       583                   118                               (946)                 1,588                1,343        5,667(2)       7,010 
 
 
 
                                                                               Investing and management services 
   As at 30 June 2016            Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
                                               GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 
 Assets                                          4,388                   242                              18,272                 8,925               31,827               -      31,827 
 Liabilities/provisions                        (2,746)                 (202)                               (236)               (3,955)              (7,139)               -     (7,139) 
 
 Net assets(3)                                   1,642                    40                              18,036                 4,970               24,688               -      24,688 
 
 
                                                                               Investing and management services 
   As at 30 June 2015            Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
                                               GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 
 Assets                                          3,953                    76                              10,916                 8,904               23,849           4,058      27,907 
 Liabilities/provisions                        (2,446)                 (128)                               (142)               (3,611)              (6,327)         (2,655)     (8,982) 
 
 Net assets(3)                                   1,507                  (52)                              10,774                 5,293               17,522           1,403      18,925 
 
                                                                               Investing and management services 
   As at 31 December 2015        Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
                                               GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 
 Assets                                          5,095                   148                              16,277                10,163               31,683               -      31,683 
 Liabilities/provisions                        (2,600)                 (163)                               (339)               (4,287)              (7,389)               -     (7,389) 
 
 Net assets(3)                                   2,495                  (15)                              15,938                 5,876               24,294               -      24,294 
 
 (1) stated before intra-Group interest and management charges 
  (2) discontinued segment result stated after tax 
  (3) assets and liabilities stated excluding intra-Group balances 
 
                                                                               Investing and management services 
   Six months to 30 June 2016    Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
                                               GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 Capital spend                                      24                     -                                   -                    57                   81               -          81 
 Depreciation                                       21                     -                                   1                   198                  220               -         220 
 Amortisation/ 
  Impairment                                        16                     -                                   -                     -                   16               -          16 
 Interest income (non-Group)                         -                     -                                  28                     -                   28               -          28 
 Interest expense (non-Group)                       17                     -                                   -                    53                   70               -          70 
 Tax expense                                        82                     -                                   -                     -                   82               -          82 
 
 
                                                                               Investing and management services 
  Six months to 30 June 2015     Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
   (re-presented)                              GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 Capital spend                                       2                     -                                   -                    53                   55              22          77 
 Depreciation                                        7                     -                                   -                   164                  171              45         216 
 Amortisation/ 
  Impairment                                         8                     -                                   -                     -                    8               -           8 
 Interest income (non-Group)                         -                     -                                  25                     -                   25               -          25 
 Interest expense (non-Group)                       11                     -                                   -                    65                   76               -          76 
 Tax expense                                         -                     -                                   -                     -                    -               -           - 
 
 
                                                                               Investing and management services 
  Year ended 31 December 2015    Automotive consulting    Security solutions                             GBP'000    Food manufacturing     Total continuing 
                                               GBP'000               GBP'000                                                   GBP'000              GBP'000    Discontinued       Total 
                                                                                                                                                                    GBP'000     GBP'000 
 Capital spend                                      25                     1                                   1                   821                  848             108         956 
 Depreciation                                       26                     -                                   1                   343                  370              91         461 
 Amortisation/ 
  Impairment                                        89                     -                                   -                     -                   89               -          89 
 Interest income (non-Group)                         -                     -                                  50                     -                   50               -          50 
 Interest expense (non-Group)                       38                     -                                   -                   134                  172               -         172 
 Tax expense                                        58                     -                                   -                   277                  335          250(4)         585 
 
 
 

(4) included in profit from discontinued operations after tax

 
 
 

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           2015        2016              2015            2015 
                       2016              2015 
                    GBP'000           GBP'000        GBP'000     GBP'000           GBP'000         GBP'000 
                               (re-presented)                               (re-presented) 
 
 UK                  12,718             9,444         25,039       5,984             5,420           6,224 
 Rest of Europe       1,106               852          1,761           -                 -               - 
 Other                  720               210          1,064           -                 -               - 
                  ---------  ----------------  -------------  ----------  ----------------  -------------- 
 
                     14,544            10,506         27,864       5,984             5,420           6,224 
                  =========  ================  =============  ==========  ================  ============== 
 
   3          Other gains and losses 

The Company's unrealised treasury investment losses of GBP611,000 (as at 31 December 2015) were partly reversed during the period as the underlying investment values recovered. The gain of GBP188,000 in the period has been dealt with through reserves. In the prior period the Company realised profits of GBP428,000 on its investment portfolio (of which GBP318,000 had been recognised through revaluation prior to the start of the period and which were then reclassified to profit, as set out in the consolidated statement of comprehensive income).

   4          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.

   5          Earnings per share 

The calculation of the basic and diluted loss per share is based on the following data:

 
                                           6 months    6 months     Year ended 
                                                 to          to    31 December 
                                            30 June     30 June           2015 
                                               2016        2015        GBP'000 
                                            GBP'000     GBP'000 
 Earnings for the purposes of earnings 
  per share: 
 
 From continuing operations                      99         400            832 
 From discontinued operations                     -         252          5,667 
                                         ----------  ----------  ------------- 
 Total                                           99         652          6,499 
                                         ==========  ==========  ============= 
 
 
                                                No.         No.            No. 
 Weighted average number of ordinary 
  shares for the purposes of earnings 
  per share: 
 Weighted average number of ordinary 
  shares in issue                         4,085,958   4,097,229      4,091,547 
 Dilutive effect of potential ordinary            -           -              - 
  shares 
                                         ----------  ----------  ------------- 
 Weighted average number of ordinary 
  shares for diluted EPS                  4,085,958   4,097,229      4,091,547 
                                         ==========  ==========  ============= 
 
 

There were no outstanding share options in issue at the period end (30 June 2015: NIL; 31 December 2015: NIL).

   6          Share-based payment 

During the period the Group's subsidiary, Impetus Automotive Limited, issued shares to certain management of that business. An independent valuation of the shares issued was undertaken and the share-based payment charge reflects that valuation. The issue of shares in Impetus has resulted in an increase in non-controlling interests, as set out in note 9.

   7          Profit from discontinued operations 

The Group's interest in JMP Consultants Limited was sold in December 2015 and all profits arising in respect of the prior year are included in discontinued operations. The comparative period to 30 June 2015 has been restated to show the results of JMP as discontinued operations.

   8          Business combination 

As reported last year, the Group acquired Impetus Automotive Limited in March 2015 for net cash consideration of GBP1,013,000. Goodwill arising on the acquisition was GBP380,000.

   9          Non-controlling interests 

The non-controlling interests of GBP1,133,000 relate to the net assets attributable to the shares not held by the Group at 30 June 2016 in the following subsidiary undertakings:

 
                                30 June    30 June   31 December 
                                   2016       2015          2015 
                                GBP'000    GBP'000       GBP'000 
 
 NMT Group Limited                   74         75            74 
 Shire Foods Limited                992        857           972 
 JMP Consultants Limited              -        351             - 
 Impetus Automotive Limited          67          -             - 
                                  1,133      1,283         1,046 
                              =========  =========  ============ 
 

The increase in Impetus Automotive Limited reflects the issue of new shares (subject to vesting conditions) in the company to certain management of Impetus during the period and their share of profits since then (on the assumption that vesting occurs in full). Following this and assuming full vesting, the Group now owns 79% of Impetus. As noted above, JMP Consultants Limited was sold in December 2015 and the non-controlling interest has reduced accordingly.

   10        Purchase of own shares 

The Company did not acquire any of its own Ordinary shares during the period (30 June and 31 December 2015: 60,000 for a total consideration of GBP180,000). For reference, the total number of Ordinary shares held in treasury is 2,121,116 and the number of shares in issue, excluding treasury shares, at the period end was 4,085,958.

   11        Dividend 

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2016.

- Ends -

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR BIGDCGUBBGLC

(END) Dow Jones Newswires

September 20, 2016 02:01 ET (06:01 GMT)

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