Interim Results

Asfare Group plc 29 November 2006 Press Release 29 November 2006 Asfare Group plc ('Asfare' or 'the Company') Interim Results for the six months ended 30 September 2006 Asfare Group plc, a leading supplier of products and services for the Emergency Services and Homeland Security markets, today announces its Interim Results for the six months ended 30 September 2006. Highlights: • Turnover doubled to £3,580,000 (2005: £1,698,000) • Profit before interest £388,000 (2005: £66,000 loss) • Profit after tax £228,000 (2005: £98,000 loss) • Adjusted Earnings Per Share 6.6p (2005: -0.6p loss per share) • Successful acquisition and integration of the Collins Youldon business • Secured a £1.1 million order for the London Fire Brigade • Proceeds of £1.3 million from the sale of the Todd property in Chelmsford • Interim dividend of 1.0 pence per share Commenting on the interim results for the six months to 30 September 2006, Tim Wightman, Chairman said: 'In the first six months of this financial year the Company has made significant steps to grow both organically and through acquisition. The acquisition of Collins Youldon increases the range of quality products we supply our key markets. The strength of the order book, and the continuing improvement in the Company's markets, give the Directors confidence in the prospects for the second half of the year.' For further information, please contact: Enquiries: Asfare Group plc Tony O'Neill, Chief Executive www.asfare.com Tim O'Connor, Finance Director Tel: +44 (0) 2380 861 966 Seymour Pierce Mark Percy Tel: +44 (0) 20 7107 8000 Media enquiries: Abchurch Communications Charlie Jack Tel: +44 (0) 20 7398 7700 charlie.jack@abchurch-group.com - Ends - Chairman's Interim Statement The Company reported turnover of £3,580,000 for the six months ended 30 September 2006, which was over 100% higher than the previous year (£1,698,000). This was driven by a buoyant fire equipment market and the acquisitions of Todd Research and Collins Youldon. Gross margins remained strong at 54%. After accounting for the profit on the sale of the Todd Research building, profit before tax, interest and goodwill amortisation was £487,000, up from £8,000 in the previous year. Profit after taxation was £228,000 compared to a loss of £98,000 in the six months ended 30 September 2005. In June Asfare acquired the business and assets of Collins Youldon Limited and Ewart F Youldon Limited ('Collins Youldon'). The total cost of the acquisition was £941,000 which was financed through bank debt of £700,000 and cash reserves. These results include three months contribution from Collins Youldon. In September Asfare sold the Todd Research premises in Chelmsford for £1,300,000. The sale realised a net profit of £209,000, with £850,000 of the proceeds being used to repay bank debt. After fulfilling the working capital requirements associated with the acquisition of Collins Youldon, cash outflow from operating activities was £167,000 during the period (2005: inflow £89,000), the overall cash balance fell by £420,000 to £81,000. Net debt rose in the period from £1,329,000 to £1,369,000 and the gearing remained at 33%. The Board has decided to pay an interim dividend of 1.0 pence per share. The Market The Asfare Group is split into two divisions; the Fire, Search & Rescue Division, made up of AS Fire and Collins Youldon and the Detection and Protection Division, made up of Todd Research. Fire, Search & Rescue Asfare consolidated its strong position in the UK fire equipment market through the acquisition of the Collins Youldon business in June 2006 and the announcement of two large contract wins for its subsidiary AS Fire and Rescue. Collins Youldon adds hose reels and cable drums to the existing AS-Fire range of ladders, beam gantries, roller shutter products and ancillary fire brigade equipment. Furthermore, Collins Youldon broadens the Company's geographical sales, as 40% of its revenue is in Europe and it also serves the oil tanker industry. The contract wins include a 5 year maintenance contract for ladders and a £1.1m order for supplying equipment to the new fleet of London Fire Brigade appliances. The majority of the equipment order is expected to be delivered in the second half of the current financial year. Detection & Protection The Todd Research business which sells X-ray equipment for scanning postage and baggage, continues to progress with the launch of a series of new products that includes a value for money range designed for smaller businesses. The level of opportunity with high profile blue chip companies remains strong and the management believes Todd Research is well positioned to take advantage of this. The sale of the Chelmsford property occupied by Todd Research was agreed simultaneously with a leaseback arrangement for part of the building. The space requirements and cost base for the business have been reduced through the outsourcing of the manufacturing of the production of the metal cabinets. Strategy and Acquisitions With the Homeland Security and emergency services continuing to develop a coordinated purchasing approach, Asfare will look to leverage its strong position in the fire, search and rescue market to meet the continued demand for equipment and services for international agencies, rescue services and end-users. Increasingly, customers are looking for value-added services, for example, training and long-term maintenance contracts, in addition to the provision of equipment. The Company will also continue to seek acquisitions that compliment its portfolio of products and services so as to take full advantage of this developing market. Outlook The Board is pleased with the performance in the first half of the year. The strength of the order book and the continuing improvement in the Company's markets give the Directors confidence in the prospects for the second half of the year. The Board believes the organisation has a sound platform to continue its growth in 2007. Tim Wightman Chairman 28 November 2006 CONSOLIDATED PROFIT AND LOSS ACCOUNT (Unaudited) (Unaudited) (Audited) Six Months Six Months Year Ended Ended Ended 30-Sep 30-Sep 31-Mar 2006 2005 2006 £000 £000 £000 Turnover 3,580 1,698 4,905 Cost of sales (1,656) (766) (2,069) Gross profit 1,924 932 2,836 Administration and establishment expenses (1,745) (998) (2,380) Operating profit before goodwill amortisation & curtailment gain 278 8 574 Curtailment gain - - 141 Goodwill amortisation (99) (74) (259) Operating profit / (loss) 179 (66) 456 Profit on disposal of fixed asset 209 - - Profit / (loss) on ordinary activities before interest 388 (66) 456 Interest receivable 3 3 8 Interest payable (96) (35) (106) Profit / (loss) on ordinary activities before taxation 295 (98) 358 Tax on ordinary activities (67) - (45) Retained Profit / (loss) on ordinary activities after taxation 228 (98) 313 Basic earnings / (loss) per share 4.6p (2.3p) 7.0p Diluted earnings / (loss) per share 4.6p (2.3p) 7.0p CONSOLIDATED BALANCE SHEET (Unaudited) (Unaudited) (Audited) As at As at As at 30-Sep 30-Sep 31-Mar 2006 2005 2006 £000 £000 £000 FIXED ASSETS Intangible assets 3,704 2,689 3,510 Tangible assets 328 120 1,280 4,032 2,809 4,790 CURRENT ASSETS Stock and work in progress 1,384 500 697 Debtors 2,031 776 1,269 Cash at bank and in hand 81 100 501 3,496 1,376 2,467 CREDITORS: amounts falling due within one year (2,418) (801) (1,786) NET CURRENT ASSETS 1,078 575 681 TOTAL ASSETS LESS CURRENT LIABILITIES 5,110 3,384 5,471 CREDITORS: amounts falling due after more than one year (954) (520) (1,443) Pension Liability (62) - (62) NET ASSETS 4,094 2,864 3,966 CAPITAL AND RESERVES Called up share capital 1,243 1,050 1,243 Share premium account 2,346 1,872 2,346 Retained Profit 278 40 40 Profit and loss account 227 (98) 337 SHAREHOLDERS' FUNDS 4,094 2,864 3,966 CONSOLIDATED CASH FLOW STATEMENT (Unaudited) (Unaudited) (Audited) Six Months Six Months Year Ended Ended Ended 30-Sep 30-Sep 31-Mar 2006 2005 2006 £000 £000 £000 Net cash (outflow)/inflow from operating activities (167) 89 774 Returns on investment and servicing of finance Interest received 3 3 8 Interest paid (77) (31) (92) New Loans issue costs (14) - (18) (88) (28) (102) Taxation Corporation tax paid - - (4) Capital expenditure and financial investment Purchase of tangible fixed assets (40) (16) (73) Sale of tangible fixed assets 1,300 - - 1,260 (16) (73) Acquisitions and disposals Purchase of subsidiary undertakings - - (2,168) Purchase of trade and assets (941) - - Net cash acquired with subsidiaries - - 262 (941) 0 (1,906) Equity dividends paid (99) - - Net cash (outflow)/inflow before management of liquid resources and financing (35) 45 (1,311) Financing Placing Costs - - (27) Share Issue - - 694 New long term loan 700 - 1,250 Long term loan repayments (1,085) (120) (280) Net cash (outflow) from financing (385) (120) 1,637 Increase / ( decrease ) in cash for the period (420) (75) 326 NET CASHFLOW FROM OPERATING ACTIVITIES (Unaudited) (Unaudited) (Audited) Six Months Six Months Year Ended Ended Ended 30-Sep 30-Sep 31-Mar 2006 2005 2006 £000 £000 £000 Operating profit / (loss) 388 (66) 411 Depreciation 60 25 72 Goodwill amortisation 99 74 164 Loan cost amortisation - 4 - Profit on sale of tangible fixed assets (209) - - Decrease / (increase) in stock (216) 6 86 Decrease / (increase) in debtors (688) 138 (226) (Decrease) / increase in creditors 399 (92) 267 Net cash inflow from operating activities (167) 89 774 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT (Unaudited) (Unaudited) (Audited) Six Months Six Months Year Ended Ended Ended 30-Sep 30-Sep 31-Mar 2006 2005 2006 £000 £000 £000 Increase / ( decrease ) in cash in the period (420) (75) 326 Cash inflow from increase in loans (700) - (1,250) Repayment of new long term loans 1,085 120 280 Issue costs of long term loans 14 - 18 Amortisation of new loans issue costs (19) (4) (10) Movement in net debt in the period (40) 41 (636) Net debt brought forward (1,329) (693) (693) Net debt carried forward (1,369) (652) (1,329) ANALYSIS OF CHANGES IN NET DEBT At Other At Consolidated Cash flow 2006 01-Apr Non-Cash 30-Sep 2006 Cash Flow Movements 2006 £000 £000 £000 £000 Cash at bank and in hand 501 (420) - 81 Bank Overdrafts Cash 501 (420) - 81 Loans (1,830) 385 (5) (1,450) (1,329) (35) (5) (1,369) NOTES TO THE UNAUDITED INTERIM ACCOUNTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2006 1. BASIS OF PREPARATION OF INTERIM ACCOUNTS The accounts for the Group for the six months ended 30 September 2006, which are unaudited, have been prepared on the basis of the accounting policies set out in the 2006 Annual Report and Accounts and have taken into account any regulatory changes expected to alter the 2007 Annual Report and Accounts. The Group is required to adopt FRS 20, Share-based Payment for the year ended 31 March 2007. Under the transitional provisions contained within the Standard, all share-based payment arrangements granted after 7 November 2002 that had not vested prior to 1 April 2006 are recognised in the financial statements. All goods and services received in exchange for the grant of any share-based remuneration are measured at their fair values. Fair values of employee services are indirectly determined by reference to the fair value of the share options awarded. Their value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example, profitability and sales growth targets). All share-based remuneration is ultimately recognised as an expense in the income statement with a corresponding credit to 'other reserve'. If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting. Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital. The Directors have evaluated the accounting entries required under FRS 20, and have concluded that these are not material. No adjustment has therefore been reflected in the interim accounts. 2. EARNINGS PER SHARE (Unaudited) (Unaudited) (Audited) Six Months Six Months Year Ended Ended Ended 30-Sep 30-Sep 31-Mar 2006 2005 2006 £000 £000 £000 Profit / (loss) after taxation 228 (98) 313 Adjustments : Goodwill amortisation 99 74 164 Adjusted profit / (loss) 327 (24) 477 Number Number Number Basic weighted average number of shares 4,971,112 4,200,000 4,496,582 Dilutive potential ordinary shares: Share options - - - Warrants - - - 4,971,112 4,200,000 4,496,582 Basic earnings / (loss) per share Based on profit / (loss) after taxation 4.6p (2.3p) 7.0p Loss per share on goodwill 2.0p 1.7p 3.6p Adjusted earnings / (loss) per share 6.6p (0.6p) 10.6p Diluted earnings / (loss) per share Diluted basic earnings / (loss) per share 4.6p (2.3p) 7.0p Diluted loss per share on goodwill 2.0p 1.7p 3.6p Diluted adjusted earnings / (loss) per share 6.6p (0.6p) 10.6p 3. PUBLICATION OF NON-STATUTORY ACCOUNTS The financial information contained in this interim statement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information for the full preceding year is based on statutory accounts for the financial period ended 31 March 2006. Those accounts, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies. INDEPENDENT REVIEW report to ASFARE GROUP PLC INTRODUCTION We have been instructed by the company to review the financial information for the six months ended 30 September 2006 which comprises the balance sheet, profit and loss account, cash flow statement and the related notes 1 to 3. We have read the other information contained in the interim report which comprises only the Chairman's statement and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Our responsibilities do not extend to any other information. This report is made solely to the company's members, as a body, in accordance with guidance contained in APB Bulletin 1999/4 'Review of Interim Financial Information'. Our review work has been undertaken so that we might state to the company's members those matters we are required to state to them in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our review work, for this report, or for the conclusion we have formed. DIRECTORS' RESPONSIBILITIES The interim report including the financial information contained therein is the responsibility of, and has been approved by, the directors. The Listing Rules of the Financial Services Authority require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. REVIEW WORK PERFORMED We conducted our review in accordance with guidance contained in Bulletin 1999/4 'Review of Interim Financial Information' issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom auditing standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. REVIEW CONCLUSION On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 September 2006. GRANT THORNTON UK LLP CHARTERED ACCOUNTANTS Portsmouth 28th November 2006 This information is provided by RNS The company news service from the London Stock Exchange

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