Interim Results

Volvere PLC 30 September 2005 30 September 2005 VOLVERE PLC INTERIM RESULTS FOR THE SIX MONTHS TO 1 JULY 2005 AND ACQUISITION Volvere plc ('Volvere' or 'the Company', or 'the Group'), the turnaround investment company, announces its interim results for the six months ended 1 July 2005. Highlights: • Turnover £5.1m (2 July 2004: £5.4m), all arising from the Group's subsidiary, Vectra Group Limited ('Vectra') • Pre-tax and post-tax profit £0.03m (2 July 2004 loss: £0.22m) • Acquisition of Sira Test & Certification announced for an estimated net consideration of £1.42m • Net assets of £3.87m (2 July 2004: £3.83m) • Cash on hand £2.67m (2 July 2004: £3.01m) • Earnings per share 0.8p (2 July 2004 loss per share: 6.02p) • Investment in NMT Group PLC of £0.39m (2 July 2004: nil) increased significantly after the period end • Successful election of officers of Volvere to NMT board • Vectra profitable before Group management charges for the six months to 1 July 2005 • No dividend proposed Chairman, Lord Kalms, said: 'The Group has successfully expanded its operating and investment activities and is ready for its next stage of development.' For further information, please contact: Volvere plc +44 (0) 20 7575 7596 Jonathan Lander, Chief Executive Officer Weber Shandwick Square Mile +44 (0) 20 7067 0700 Terry Garrett / Nick Dibden About Volvere Volvere was floated on AIM in December 2002 as an activist investor both in undervalued companies and also in companies that offer the possibility of a turnaround. Its executive directors are the executives of the venture capital and advisory firm Dawnay Day Lander Ltd. Its non-executive directors are Lord Kalms, Neil Ashley and David Buchler. Website: www.volvere.co.uk CHIEF EXECUTIVE'S STATEMENT The Board is pleased to present the interim statement for the six months ending 1 July 2005. Since we last reported, we have expanded both the Group's operating and investment activities. On 29 September 2005 we acquired Sira Test and Certification ('Sira'), a business which is complementary to our existing subsidiary, Vectra. Sira's services are driven by UK and European legislation for improving safety in hazardous environments. In pursuit of the strategy set out when Volvere was admitted to AIM, we have also built a stake in NMT Group PLC ('NMT'), a company that we considered to have a poor financial performance and where an activist investor such as Volvere could bring about a change of management and enhance value for shareholders. As a result, over the period (and continuing thereafter) we increased our stake in NMT and, since the period end, were successful in removing that company's board with the support of like-minded shareholders. We are now working hard to create value through Vectra, NMT and now Sira. Results Turnover for the six months to 1 July 2005 was £5.1m (2 July 2004: £5.4m), all of which arose from the company's subsidiary, Vectra. Table A below summarises the financial information in relation to Vectra. The Group's profit after tax for the six months was £0.03m (2 July 2004: loss £0.22m). At the end of the period the Group's net assets were £3.87m (2 July 2004: £3.83m) of which cash represented £2.67m (2 July 2004: £3.01m). The Group's investment in NMT Group PLC was £0.38m at the period end (2 July 2004: nil) and this principally accounts for the reduction in cash on hand. Vectra Vectra has moved from an operating loss to an operating profit (before Group management charges) on reduced turnover, in line with our strategy of exiting unprofitable areas and focussing on our key strengths. From the start of the year there have been additional costs associated with strengthening Vectra's management team. Vectra's performance has varied from sector to sector. The Nuclear business had a strong start to the year, in both the consulting and decommissioning areas, but since the start-up of the Nuclear Decommissioning Authority on 1 April workflow has been more erratic. The Property business, which deals mainly with disability access consultancy, started the year quite well but the market has diminished since April as most public bodies have completed their access improvement programmes. As a consequence, the Property group has been reduced in size. The Oil & Gas market has been buoyant, driven by the high price of oil, and good orders won from clients including Shell and Centrica in the North Sea, and Technip, GUPCO and Dolphin Energy in the Middle East. As a result the international portion of our business has grown. We have seen a strengthening of the Transport market, particularly in the UK, as infrastructure companies require increased resources to deliver their contractual obligations. The principal clients for continuing work have been Network Rail, Tube Lines in the UK and ProRail and Infraspeed in The Netherlands. Overall, the safety and engineering consultancy activities have improved, but the pace of improvement has been constrained by a competitive recruitment market. Table A Vectra - Summary of Note 1 January to 1 1 January to 2 1 January to 31 Performance July 2005 July 2004 December 2004 £000 £000 £000 Turnover 5,130 5,447 10,501 Average monthly turnover 855 908 875 ===== ===== ===== Operating profit/(loss) (a) 92 (116) (43) Average monthly operating profit/(loss) (a) 15 (19) (4) ===== ===== ===== Note (a): the Operating loss is stated exclusive of Group management charges but after restructuring costs of £33,000 (2 July 2004: £89,000 and 31 December 2004: £98,000). Acquisition of Sira Test and Certification We are pleased to announce the acquisition of the Safety Compliance business of the Sira Group, a research association with an 80-year track record of innovation in optics, sensors and instrumentation. The new business will be owned by a new subsidiary of Volvere, called Sira Test and Certification Limited ('Sira'). Sira provides certification services covering the safety of products that are used within potentially explosive environments (such as chemical plants, mines and other hazardous areas). The business also provides training for personnel that work in these environments. The requirement of clients to have products certified as suitable for use in these areas is underpinned by UK and European safety legislation. Like Volvere's existing subsidiary Vectra, safety legislation underpins the activities of the new subsidiary. Sira and Vectra will share the group's financial, administration and information technology services. Sira employs 34 staff and is based in Chester, England. The site includes a laboratory and facilities for the controlled testing of client products in simulated hazardous environments. For the 52 weeks ended 31 March 2005 Sira's unaudited turnover was £2.34m and its profit before tax and group management charges was £0.3m. In the 21-week period ended 26 August 2005 (the most recently available information) the unaudited turnover was £0.9m and the profit before tax and group management charges was £0.18m. The estimated consideration of £1.42m, which is stated net of certain trade creditors assumed by Volvere, is being satisfied as to £1.12m from existing cash resources and by the issue of 148,148 Ordinary Shares of £0.0000001 each. Application will be made for the admission of these Ordinary Shares to AIM. The final consideration will be dependent on the value of the business's assets and certain assumed liabilities as at the acquisition date. The estimated fair value of the net assets acquired is £0.3m. The acquisition of Sira is complementary to our existing activities at Vectra and adds another profit stream to the Group. Holding in NMT Group PLC Starting in October 2004 we accumulated a holding of 2,269,024 ordinary shares of £4 each in NMT Group PLC ('NMT') representing 26.04% of the total issued ordinary share capital of that company for an aggregate cash consideration of £1.47m. At the end of the period the investment in NMT was £0.39m (2 July 2004: nil). NMT is a licensing and development company for safety needle-based medical devices. For the six months ending 30 June 2005 NMT's interim results showed a loss before tax of £0.5m on sales of £nil. At that date NMT's net assets amounted to £6.76m, of which cash represented £6.51m. In view of NMT's poor financial performance, Volvere requisitioned an Extraordinary General Meeting of NMT in order to remove that company's board and replace it with executives from Volvere. On 14 September 2005, NMT shareholders voted in support of Volvere's resolutions and your Chairman, Chief Executive and Chief Operating Officer were duly elected to the board of NMT. Since that date Volvere re-financed part of its holding by disposing of 1,306,600 shares in NMT and entering into a long Contract for Difference ('CFD') over the shares sold. The CFD provides us with an economic interest in the share price of the shares sold whilst freeing up cash for other investments. Following the sale Volvere holds 962,424 shares, or 11.05 pct of NMT's issued share capital but with an economic interest in 2,269,024 (26.04%). At the average price at which the Company acquired its shares (including the shares subject to the CFD) we consider the shareholding in NMT to represent an attractive investment opportunity. We are working hard to maximise the value of this investment and will report on our progress in due course. Future Strategy We continue to seek activist or turnaround investment opportunities as well as acquisitions that are complementary to Vectra, and now Sira. Summary The acquisition of Sira and the investment in NMT should add further profit streams to the Group which will enable us to accelerate future growth. Jonathan Lander Chief Executive Officer 30 September 2005 CONSOLIDATED PROFIT AND LOSS ACCOUNT 1 January 1 January to 1 July to 2 July Year ended 31 2005 2004 December 2004 Unaudited Unaudited Audited Note £000 £000 £000 Turnover 2 5,130 5,447 10,501 Cost of sales (2,818) (3,052) (5,787) ------- ------- ------- Gross profit 2,312 2,395 4,714 Administrative Expenses: - before realisation of negative goodwill (2,352) (2,690) (5,075) - realisation of negative goodwill 12 38 60 ------- ------- ------- Operating loss before finance charges (28) (257) (301) Profit on sale of tangible fixed asset investments 10 - - Interest receivable 50 39 90 ------- ------- ------- Profit/(loss) on ordinary activities before and after tax 32 (218) (211) ===== ===== ===== Earnings/(Loss) per share Basic 5 0.8p (6.02p) (5.82p) Diluted 5 0.8p (6.02p) (5.82p) The operating loss for period arises from the Group's continuing operations. CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 1 January 1 January to 1 July to 2 July Year ended 31 2005 2004 December 2004 Unaudited Unaudited Audited £000 £000 £000 Profit/(loss) for the period 32 (218) (211) Total recognised gains/ (losses) recognised since last financial statement 32 (218) (211) ====== ====== ====== CONSOLIDATED BALANCE SHEET 31 December 1 July 2005 2 July 2004 2004 Unaudited Unaudited Audited Note £'000 £'000 FIXED ASSETS Intangible fixed assets - negative goodwill 3 (78) (112) (90) Tangible fixed assets 139 178 153 Investments 385 - 192 -------- -------- -------- 446 66 255 ====== ====== ====== CURRENT ASSETS Debtors 4 3,028 3,213 2,790 Cash at bank and in hand 2,667 3,015 3,003 -------- -------- -------- 5,695 6,228 5,793 CREDITORS: amounts falling due within one year (2,269) (2,461) (2,208) -------- -------- -------- NET CURRENT ASSETS 3,426 3,767 3,585 TOTAL ASSETS LESS CURRENT LIABILITIES 3,872 3,833 3,840 ====== ====== ====== CAPITAL AND RESERVES Called up share capital 50 50 50 Share premium account 50 50 50 Profit and loss account 3,772 3,733 3,740 -------- -------- -------- EQUITY SHAREHOLDERS' FUNDS 3,872 3,833 3,840 ====== ====== ====== CONSOLIDATED CASH FLOW STATEMENT 1 January to 1 January to Year ended 31 1 July 2005 2 July 2004 December 2004 Unaudited Unaudited Audited £000 £000 £000 Net cash inflow/(outflow) from operating activities (190) (346) (206) Returns on investment and servicing of finance Interest received 50 39 90 Capital expenditure and financial investment Purchase of tangible fixed assets (14) (14) (25) Sale of tangible fixed assets - 3 3 Purchase of equity investment (227) - (192) Sale of equity investment 45 - - -------- -------- -------- Cash outflow before management of liquid resources and financing (336) (318) (330) Financing Issue of ordinary share capital - 50 50 -------- -------- --------- Decrease in cash in period (336) (268) (280) ====== ====== ====== RECONCILIATION OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES 1 January to 1 January to Year ended 31 1 July 2005 2 July 2004 December 2004 Unaudited Unaudited Audited £000 £000 £000 Operating loss (28) (257) (301) Depreciation 27 48 84 Realisation of negative goodwill (12) (38) (60) Decrease in stocks - 5 5 (Increase)/decrease in debtors (238) (276) 147 Increase/(decrease) in creditors 61 172 (81) -------- -------- -------- Net cash inflow/ (outflow) from operating activities (190) (346) (206) ====== ====== ====== RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 1 January to 1 January to Year ended 31 1 July 2005 2 July 2004 December 2004 Unaudited Unaudited Audited £000 £000 £000 Increase/(decrease) in cash in period (336) (268) (280) Net funds at start of period 3,003 3,283 3,283 -------- -------- -------- Net funds at end of period 2,667 3,015 3,003 ====== ====== ====== The Group had no debt during the period or at the period end. RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS 1 January to 1 January to Year ended 31 1 July 2005 2 July 2004 December 2004 Unaudited Unaudited Audited £000 £000 £000 Opening shareholders' funds 3,840 4,001 4,001 Issue of share capital - 50 50 Profit/(loss) for the period 32 (218) (211) -------- -------- -------- Closing shareholders' funds 3,872 3,833 3,840 ====== ====== ====== NOTES TO INTERIM STATEMENT 1. The financial information contained in this interim report does not constitute statutory accounts within the meaning of s240 of the Companies Act 1985, and has not been audited or reviewed. The interim statement has been prepared on the basis of accounting policies expected to be applied consistently for the foreseeable future, of which the principal ones are explained below. The interim accounts were approved by the directors on 29 September 2005. 2. Turnover Turnover is recognised on a basis appropriate to the income source. Turnover earned on time and materials contracts is recognised as costs are incurred. Income from fixed price contracts is recognised in proportion to the stage of completion of the relevant contract. 3. Intangible asset - negative goodwill Negative goodwill, representing the excess of the fair value of the separable net assets acquired over the fair value of the consideration given, is capitalised as an intangible asset and credited to the profit and loss account over the periods in which the assets acquired are consumed or realised as cash. 4. Debtors Debtors includes amounts recoverable under contracts of £1,031,000 (1 July 2004: £1,361,000 and 31 December 2004: £876,000). 5. Earnings per share The basic and diluted loss per share are based on the profit on ordinary activities after taxation of the company attributable to ordinary shareholders of £31,000 and on 3,865,993 shares, being the weighted average number of ordinary shares in the period. At the end of the period 3,638,440 (1 July 2004: 3,638,705; 31 December 2004: 3,638,440) ordinary shares were in issue. In addition, 99,470 convertible shares (1 July 2004: 100,000; 31 December 2004: 99,470) were in issue and options for 277,483 shares (1 July 2004: 145,274; 31 December 2004: 237,741). Diluted profit per share is equivalent to basic profit per share since the effect of including potential shares within the calculation of diluted weighted average number of shares would be anti-dilutive. 6. Dividend The Board is not recommending payment of an interim dividend for the period ended 1 July 2005. 7. The interim report will be sent to shareholders shortly and will be available from the Company's registered office at 9-11 Grosvenor Gardens, London SW1W 0BD. This information is provided by RNS The company news service from the London Stock Exchange

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