Interim Results

RNS Number : 2863P

Volvere PLC

30 September 2013

 



Press Release

30 September 2013

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2013

Volvere plc (AIM: VLE) the growth and turnaround investment company, announces its Interim Results for the six months ended 30 June 2013.

Highlights

£ million except where stated	As at 30 June 2013	As at 30 June 2012	As at 31 December 2012
Consolidated net assets per share (excluding non-controlling interests)1	£3.46	£3.71	£3.74
Group net assets	16.9	19.5	19.5
Cash and marketable securities	12.3	15.2	14.6
	Six months ended		Year Ended
	30 June 2013	30 June 2012	31 December 2012
Group revenue	8.7	6.9	15.3
Group loss before tax	0.80	0.27	0.13

Note

1              Based on period end shares in issue of 4,717,791, 4,866,778 and 4,812,278 respectively

·      Movements in net asset values include a deferred tax charge of £0.85 million and treasury investment valuation movements of £0.49 million, which reversed following the period end

·      Change in cash position reflects investments, working capital movements and share buybacks

·      Acquisition of JMP Consultants successfully integrated into the Group and performance encouraging

For further information:

Volvere plc
Jonathan Lander, CEO	Tel: [phone]
	www.volvere.co.uk

N+1 Singer Aubrey Powell, Director, Corporate Finance	Tel: + 44 (0) 20 7496 3000

Chairman's Statement

The first half of 2013 has generated both challenges and opportunities.  We have been encouraged by the Group's most recent acquisition, JMP Consultants, the transport planning and engineering consultancy.  The performance of our other businesses was acceptable given their individual market challenges.  Our net assets per share fell to £3.46 (from £3.74 at 31 December 2012) during the period, partly as a result of a deferred tax asset write down.  We are continuing to support and monitor all our subsidiaries with a view to taking the steps necessary to protect and enhance shareholder value in the future.

David Buchler

Chairman

30 September 2013

Chief Executive's Statement

The first half of 2013 was mixed in terms of the underlying businesses' performance.  However, that is perhaps not surprising given the diverse range of sectors in which we operate and the kind of investments we make.  On a more positive note, the acquisition of JMP Consultants ("JMP") during May 2013 has met our expectations and, whilst it is early days, we are quietly confident that JMP will make a good long term contribution to the Group.

The performance of each of the Group's segments is set out below.

Online marketing and data services

Interactive Prospect Targeting Limited ("IPT"), the online marketing and data services company, which is 45.5% owned by Volvere, continued to invest significantly in Quizfactor.  This has continued to impact profitability, with a resulting loss before interest and tax of £0.38 million for the period (6 months ended 30 June 2012: £0.08 million, Year ended 31 December 2012: profit £0.18 million).  Revenue in the period was £4.16 million compared to £4.24 million for the period to 30 June 2012 (Year ended 31 December 2012: £8.88 million).

Although Quizfactor has generated some sales, and they are increasing, the development costs associated with the site remain in excess of revenues.  The remaining aspects of IPT's business are profitable although its traditionally strong business in call-centre data provision has shown signs of weakness in some markets.  During the period we received dividends of £0.1 million.  The total amount received to date by way of dividends and loan repayments is £2.75 million, compared to an investment cost of £1.4 million.

Security solutions

Sira Defence and Security Limited ("SDS"), our security solutions business, delivered an improved performance for the first half of 2013.  Revenues for the period were £0.10 million (30 June 2012: £0.12 million, Year ended 31 December 2012: £0.25 million).  The action taken in 2012 to reduce costs has, in spite of the lower revenues, resulted in a breakeven performance this year compared to a loss before interest and tax of £0.05 million for the period to 30 June 2012 (Year ended 31 December 2012: loss £0.004 million).  We are actively pursuing new prospects for SiraView, the digital CCTV-viewer, for which we continue to generate enquiries arising from the efficiency-seeking initiatives in the judicial sector in the UK.

Food manufacturing

This segment comprises Shire Foods Limited ("Shire"), the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired during 2011.  We have previously reported on the improvements we have made in Shire and are pleased that the business has continued to benefit from both the refocusing of its own and customer ranges as well as the markets it serves, which has enabled it to increase revenue to £3.14 million for the period (30 June 2012: £2.50 million, Year ended 31 December 2012: £6.17 million).

However, early 2013 witnessed raw material (in particular beef) prices increasing significantly.  National retail customers form a major proportion of Shire's revenues and this inhibits the ability to pass on raw material cost rises in the short term.  As a result, Shire's gross margins were negatively impacted, the effect of which was to offset the additional contribution from the increased revenues generated in the period.  We have now implemented customer price rises and the benefit of these, along with new product launches with new and existing customers, is expected to enhance performance in the second half of 2013.  The loss before interest and tax was £0.29 million (30 June 2012: loss £0.16 million, Year ended 31 December 2012: loss £0.30 million).

We believe Shire is now positioned as a well-regarded manufacturer in its sector and we are working on sales opportunities that will allow us to increase the efficiency and use of the first class infrastructure in which Shire has invested.  In September 2013, the business again was awarded BRC Grade A accreditation, an essential requirement for dealing with national retailers and food service customers.

Transport planning and engineering consultancy

The Group acquired the business and certain assets of JMP Consultants Limited during May 2013.  JMP is a transport planning and engineering consultancy which provides transport planning and other property and engineering consultancy services to both the public and private sectors.

Although JMP has been in the Group for only a short time, we have been very encouraged on several fronts.  Over and above a welcome positive financial contribution (revenue of £1.26 million and profit before interest and tax £0.19 million), the cultural fit with the JMP people has been satisfying to see.  We are now working actively to support the company's growth aspirations.

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

Purchase of own shares

During the period the Group acquired further shares for treasury for a total consideration of £0.28 million.  This brings the aggregate value of shares purchased as of 30 June 2013 to £4.1 million.

Acquisitions and future strategy

We are continuing to review distressed opportunities across a range of sectors.  In addition, we are managing our treasury actively with a view to generating above average returns on our surplus cash.  Although at the half year our treasury investment portfolio valuation was revalued downwards by £0.49 million, this position has since reversed and we have, since the period end, sold a large portion of these investments at a surplus to cost.

The broadly encouraging economic environment is likely to prove beneficial for our existing businesses.  Whilst they each have their own specific challenges and are at different stages of development, I believe we can continue to build upon their achievements to date.

Jonathan Lander

Chief Executive

30 September 2013

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2013.  It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Revenue and operating performance

Detailed information about the Group's segments is set out in note 2 to these interim results and should be read in conjunction with this financial review.

Online marketing and data services

IPT's revenue for the period was £4.16 million, a decrease of 1.9% from the comparable period in 2012 (30 June 2012: £4.24 million, Year ended 31 December 2012: £8.88 million).  The lower revenue, coupled with the investment in Quizfactor, resulted in an increased loss before interest and tax for the period of £0.38 million (30 June 2012: £0.08 million, Year ended 31 December 2012: profit £0.18 million).  The investment in Quizfactor was £0.67 million for the period, with the remaining IPT business contributing a profit before interest and tax of £0.29 million.

In view of the continuing losses in IPT as a whole, the deferred tax balance relating to IPT has been written off in the period, resulting in a tax charge in the income statement of £0.85 million.

Security solutions

Revenue for security solutions was £0.10 million (6 months ended 30 June 2012: £0.12 million; Year ended 31 December 2012: £0.25 million) with a breakeven result being achieved.  This compares with a loss before interest and tax of £0.05 million for the prior comparable period and of a breakeven for the whole of 2012.

Food manufacturing

Shire Foods' revenue and loss before interest and tax for the period were £3.14 million and £0.29 million respectively (30 June 2012: revenue £2.50 million, loss £0.16 million, Year ended 31 December 2012: revenue £ 6.17 million, loss £0.30 million).

As reported previously, in January 2012 Shire entered a creditors' voluntary arrangement ("CVA") whereby approximately £1.20 million of unsecured creditors' balances will be satisfied in return for payments totalling £0.35 million payable over a maximum of 3 years.  Until such time as these sums have been paid, the CVA creditor liabilities remain in the statement of financial position.  At 30 June 2013, the CVA payments made to date amount to £0.17 million.

The Group continued to support Shire by providing further loans during the period and at the period end the amounting outstanding was £1.52 million (30 June 2012: £0.81 million, 31 December 2012: £1.57 million) which with the equity and related intellectual property investments made of £0.53 million and £0.44 million respectively, brings the Group's total amount invested to £2.49 million.  Shire's unaudited net assets, stated after deducting the Group loans referred to above and the CVA creditor, amounted to £1.86 million as at 30 June 2013 (of which 20% is attributable to non-controlling interests).  Since the period end the Group has made further loans available to Shire to meet working capital requirements arising from sales growth in the second half of 2013.

Transport planning and engineering consultancy

On 14 May 2013 the Group acquired the business and certain assets of JMP Consultants Limited for a total consideration, including advance payments relating to certain properties, of £0.53 million.  The fair value of the net assets acquired has been estimated at £0.70 million and further information is set out in note 5 below.

Although the Group has agreed to allot up to 25% of the equity in JMP to certain management and staff, as of the reporting date this had not been implemented and therefore there were no non-controlling interests for the period or at the period end.

JMP's revenue for the period was £1.26 million and its profit before interest and tax was £0.19 million.  This result included a fee for certain services provided to the seller of the business amounting to £0.11 million, which will reduce significantly during the remainder of 2013.  The initial working capital requirements of JMP have been in line with our expectations and at the period end the Group had made loans (including the initial purchase consideration) totalling £1.27 million.

Statement of financial position

Cash and cash equivalents

Cash at the period end was £2.09 million (30 June 2012: £13.05 million, 31 December 2012: £13.63 million).  During the period the Group purchased available for sale investments for a total consideration of £9.72 million and acquired the business and assets of JMP for approximately £0.53 million (including some property advance payments).  Further 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 £10.21 million (30 June 2012: £2.16 million, 31 December 2012: £0.98 million).  The Group continued active treasury management in view of continuing low interest rates.  The investments are in a mixture of non-investment grade bank fixed income securities and a FTSE tracker fund.  The revaluation of the investment portfolio at the period end resulted in a reduction of £0.49 million in the carrying value.

Loss per share and share capital

The basic and diluted loss per ordinary share from continuing operations was 19.09 pence (6 months ended 30 June 2012: basic and diluted loss per share 3.58 pence, Year ended 31 December 2012: basic and diluted earnings per share 6.56 pence).

During the period the Group purchased a further 98,195 of its ordinary shares of £0.0000001 each ("Ordinary Shares"), which were subsequently held in treasury, for a total consideration including costs of £0.28 million, representing an average price per Ordinary Share of 280 pence.

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 engaged in the provision of services that are dependent on the continued employment of the Group's employees and availability of suitable profitable workload.  The food manufacturing segment is exposed to raw material and commodity cost increases; it supplies several products to a limited number of customers and is therefore dependent on retaining those product supply contracts and customers.  The effect of cost increases or loss of either products or customers could make the segment unviable and impact the Group materially.  The online marketing and data services segment is heavily dependent on IT systems and infrastructure, the unavailability of which could impact the Group materially.

Key performance indicators

The Group uses key performance indicators suitable for the nature and size of the Group's businesses.  This is primarily monthly reports of profitability, levels of working capital and workload.  Order intake and production output is monitored daily in respect of the food manufacturing segment and profitability reported monthly.  In the online marketing and data services segment, the Group monitors traffic statistics both in terms of yield and cost as well as overall profitability.  In the transport planning and consultancy segment, staff utilisation, revenue and cash flow are monitored weekly.  The segmental analysis in note 2 to this interim report summarises the financial performance of each segment.

Corporate governance

The Board gives careful consideration to the principles of corporate governance as set out in the UK Corporate Governance Code issued by the Financial Reporting Council in June 2010 (the "Code").  However, the Company is relatively small and it is the opinion of the Directors that not all the provisions of the Code are relevant or desirable for a company of Volvere's size.

The Company has established an Audit Committee and a Remuneration Committee with formal terms of reference and which comprise the Chairman.  The Board meets as necessary and has ultimate responsibility for the management of the Company.

Dividends

In accordance with the policy set out in the prospectus on admission to AIM, the Board does not currently intend to recommend payment of a dividend and prefers to retain profits as they arise for investment in future opportunities and to make purchases of the Company's own shares where the Directors consider these to represent value for shareholders.

Nick Lander

Chief Financial & Operating Officer

30 September 2013

Consolidated income statement

	Note	6 months to 30 June 2013	6 months to 30 June 2012	Year ended 31 December 2012
		£'000	£'000	£'000
Continuing operations
Revenue		8,666	6,881	15,341
Cost of sales		(5,643)	(4,221)	(9,587)
Gross profit		3,023	2,660	5,754
Distribution costs		(209)	(204)	(429)
Administrative expenses
-       Before gain on bargain acquisition		(3,734)	(3,141)	(6,315)
-       Gain on bargain acquisition		-	12	11
Administrative expenses		(3,734)	(3,129)	(6,304)
Operating loss		(920)	(673)	(979)
Investment revenues		164	152	295
Other gains and losses	3	-	308	644
Finance expense	4	(68)	(69)	(137)
Finance income	4	25	17	47
Loss before tax		(799)	(265)	(130)
Tax		(850)	(14)	(219)
Loss for the period		(1,649)	(279)	(349)
Attributable to:
- Equity holders of the parent		(909)	(182)	(325)
- Non-controlling interests	8	(740)	(97)	(24)
		(1,649)	(279)	(349)
Loss per share	6
Continuing operations
- Basic (pence)		(19.09)p	(3.58)p	(6.56)p
- Diluted (pence)		(19.09)p	(3.58)p	(6.56)p
Discontinued operations
- Basic (pence)		- p	- p	-
- Diluted (pence)		- p	- p	-
Total
- Basic (pence)		(19.09)p	(3.58)p	(6.56)p
- Diluted (pence)		(19.09)p	(3.58)p	(6.56)p

Consolidated statement of comprehensive income

		6 months to 30 June 2013	6 months to 30 June 2012	Year ended 31 December 2012
		£'000	£'000	£'000
Loss for the period		(1,649)	(279)	(349)
Other comprehensive income
Available-for-sale investments
- current period (losses)/gains		(494)	187	267
- deferred tax on prior period gains		-	-	152
- reclassification to profit		-	69	28
Other comprehensive income, net of tax		(494)	256	447
Total comprehensive income for the period		(2,143)	(23)	98
Attributable to:
Equity holders of the parent		(1,403)	74	122
Non-controlling interests		(740)	(97)	(24)
		(2,143)	(23)	98

Consolidated statement of changes in equity

Six months to 30 June 2013	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	(494)	-	-	(494)	-	(494)
Loss for the period	-	-	-	-	(909)	(909)	(740)	(1,649)
Total comprehensive income for the period	-	-	(494)	-	(909)	(1,403)	(740)	(2,143)
Balance at 1 January 2013	50	3,636	284	-	14,021	17,991	1,477	19,468
Transactions with owners:
Purchase of own shares	-	-	-	-	(275)	(275)	-	(275)
Change in share of non-controlling interests	-	-	-	-	-	-	-	-
Dividend paid by subsidiary	-	-	-	-	-	-	(120)	(120)
Balance at 30 June 2013	50	3,636	(210)	-	12,837	16,313	617	16,930

Six months to 30 June 2012	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	256	-	-	256	-	256
Loss for the period	-	-	-	-	(182)	(182)	(97)	(279)
Total comprehensive income for the period	-	-	256	-	(182)	74	(97)	(23)
Balance at 1 January 2012	50	3,636	(163)	-	15,142	18,665	1,535	20,200
Transactions with owners:
Purchase of own shares	-	-	-	-	(655)	(655)	-	(655)
Change in share of non-controlling interests	-	-	-	-	-	-	(33)	(33)
Balance at 30 June 2012	50	3,636	93	-	14,305	18,084	1,405	19,489
Year ended 31 December 2012	Share capital £'000	Share premium £'000	Revaluation reserve £'000	Share option reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interests £'000	Total £'000
Changes in equity
Other comprehensive income	-	-	447	-	-	447	-	447
Loss for the year	-	-	-	-	(325)	(325)	(24)	(349)
Total comprehensive income for the year	-	-	447	-	(325)	122	(24)	98
Balance at 1 January 2012	50	3,636	(163)	-	15,142	18,665	1,535	20,200
Transactions with owners:
Purchase of own shares	-	-	-	-	(796)	(796)	-	(796)
Change in share of non-controlling interest	-	-	-	-	-	-	(34)	(34)
Balance at 31 December 2012	50	3,636	284	-	14,021	17,991	1,477	19,468

Consolidated statement of financial position

		30 June 2013	30 June 2012	31 December 2012
	Note	£'000	£'000	£'000
Assets
Non-current assets
Goodwill	7	305	305	305
Goodwill - negative	5	(166)	-	-
Other intangible assets		417	441	429
Property, plant & equipment		5,631	5,850	5,753
Deferred tax asset		-	905	851
Total non-current assets		6,187	7,501	7,338
Current assets
Inventories		447	328	371
Trade and other receivables		4,885	2,182	3,146
Cash and cash equivalents		2,092	13,052	13,630
Available for sale investments		10,205	2,161	982
Total current assets		17,629	17,723	18,129
Total assets		23,816	25,224	25,467
Liabilities
Current liabilities
Loans		(818)	(571)	(746)
Finance leases		(126)	(132)	(127)
Trade and other payables		(3,899)	(2,623)	(2,922)
Shares classed as financial liabilities		-	(9)	(9)
Total current liabilities		(4,843)	(3,335)	(3,804)
Non-current liabilities
Loans		(1,008)	(1,120)	(1,035)
Finance leases		(116)	(243)	(182)
Trade and other payables		(919)	(1,037)	(978)
Total non-current liabilities		(2,043)	(2,400)	(2,195)
Total liabilities		(6,886)	(5,735)	(5,999)
TOTAL NET ASSETS		16,930	19,489	19,468
Equity
Share capital		50	50	50
Share premium account		3,636	3,636	3,636
Revaluation reserve		(210)	93	284
Share option reserve		-	-	-
Retained earnings		12,837	14,305	14,021
Capital and reserves attributable to equity holders of the Company		16,313	18,084	17,991
Non-controlling interests	8	617	1,405	1,477
TOTAL EQUITY		16,930	19,489	19,468

Consolidated statement of cash flows

		6 months to 30 June 2013	6 months to 30 June 2013	6 months to 30 June 2012	6 months to 30 June 2012	Year ended 31 December 2012	Year ended 31 December 2012
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Loss for the period			(1,649)		(279)		(349)
Adjustments for:
Investment revenues		(164)		(152)		(295)
Other gains and losses		-		(308)		(644)
Finance expense	4	68		69		137
Finance income	4	(25)		(18)		(47)
Tax expense		850		14		219
Depreciation		234		246		492
Amortisation		12		-		12
Gain on bargain acquisition		-		(12)		(11)
Foreign exchange revaluation (gain)/loss		-		(31)		2
			975		(192)		(135)
Operating cash flows before movements in working capital			(674)		(471)		(484)
(Increase)/decrease in trade and other receivables			(545)		295		(706)
Increase/(decrease) in trade and other payables			387		(283)		(3)
Increase in inventories			(76)		-		(89)
Cash used by operations			(908)		(459)		(1,282)
Interest paid			(68)		(69)		(137)
Net cash from operating activities			(976)		(528)		(1,419)
Investing activities
Purchase of additional shares in subsidiary		-		(22)		(22)
Purchase of business and assets (note 5)		(533)		-		-
Purchase of available for sale investments		(9,717)		-		(5,813)
Income from available for sale investments		164		152		296
Disposal of available for sale investments		-		10,440		17,814
Purchases of property, plant and equipment		(84)		(12)		(160)
Purchase of intangible assets		-		(441)		(441)
Interest received		25		18		47
Net cash (used in)/generated from investing activities			(10,145)		10,135		11,721
Financing activities
Purchase of own shares (treasury shares)		(275)		(655)		(796)
Repayment of borrowings		(22)		(238)		(214)
Dividend paid		(120)		-		-
Net cash used in financing activities			(417)		(893)		(1,010)
Net (decrease)/increase in cash and cash equivalents			(11,538)		8,714		9,292
Cash and cash equivalents at beginning of period			13,630		4,338		4,338
Cash and cash equivalents at end of period			2,092		13,052		13,630

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2012

1          Financial information

The financial information for the period ended 30 June 2013 and the comparative figures for the period ended 30 June 2012 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 31 May 2013 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 2012 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 2012 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: York House, 74-82 Queen Victoria Street, London, EC4N 4SJ and on its website www.volvere.co.uk.

2          Segmental information

All revenue arose through services rendered in the principal activities of online marketing and data services, security solutions, food manufacturing, transport planning and engineering consultancy and investing and management services.

The Group's primary reporting format for reporting segment information is business segments.

Six months ended 30 June 2013

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000		Total £'000
Revenue
External	4,155	101	12	3,142	1,256	-		8,666
Inter-segment	-	-	237	-	-	(237)		-
Total	4,155	101	249	3,142	1,256	(237)		8,666
Segment (loss)/profit	(376)	-	(443)	(294)	193	-		(920)
Loss from operations before gain on bargain acquisition								(920)
Investment revenues								164
Other gains and losses (note 3)								-
Gain on bargain acquisition								-
Net finance expense (note 4)								(43)
Income tax expense								(850)
Loss for the period								(1,649)

2          Segmental information (continued)

Six months ended 30 June 2012

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000		Total £'000
Revenue
External	4,240	119	22	2,500	-	-		6,881
Inter-segment	-	-	225	-	-	(225)		-
Total	4,240	119	247	2,500	-	(225)		6,881
Segment (loss)/profit	(79)	(47)	(395)	(164)	-	-		(685)
Loss from operations before gain on bargain acquisition								(685)
Investment revenues								152
Other gains and losses (note 3)								308
Gain on bargain acquisition								12
Net finance expense (note 4)								(52)
Income tax expense								(14)
Loss for the period								(279)

Year ended 31 December 2012

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000		Total £'000
Revenue
External	8,882	246	47	6,166	-	-		15,341
Inter-segment	-	-	516	-	-	(516)		-
Total	8,882	246	563	6,166	-	(516)		15,341
Segment (loss)/profit	181	(4)	(863)	(304)	-	-		(990)
Loss from operations before gain on bargain acquisition								(990)
Investment revenues								295
Other gains and losses (note 3)								644
Gain on bargain acquisition								11
Net finance expense (note 4)								(90)
Income tax expense								(219)
Loss for the year								(349)

Statement of financial position (excluding inter-segment balances):

As at 30 June 2013

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000	Total £'000
Assets	1,780	93	12,106	7,208	2,629	-	23,816
Liabilities	(1,475)	(120)	(289)	(3,833)	(1,169)	-	(6,886)
Net assets/ (liabilities)	305	(27)	11,817	3,375	1,460	-	16,930

2          Segmental information (continued)

As at 30 June 2012

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000	Total £'000
Assets	3,356	101	15,129	6,638	-	-	25,224
Liabilities	(1,817)	(171)	(369)	(3,378)	-	-	(5,735)
Net assets/ (liabilities)	1,539	(70)	14,760	3,260	-	-	19,489
As at 31 December 2012

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000	Total £'000
Assets	3,687	79	14,308	7,393	-	-	25,467
Liabilities	(1,938)	(105)	(370)	(3,586)	-	-	(5,999)
Net assets/ (liabilities)	1,749	(26)	13,938	3,807	-	-	19,468

            Other disclosures:

Period ended 30 June 2013

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000	Total £'000
Capital expenditure	67	-	-	17	-	-	84
Depreciation	68	1	2	161	2	-	234
Amortisation	-	-	12	-	-	-	12
Gain on bargain acquisition	-	-	-	-	-	-	-

Period ended 30 June 2012

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000	Total £'000
Capital expenditure	8	1	442	2	-	-	453
Depreciation	78	1	3	164	-	-	246
Amortisation	-	-	-	-	-	-	-
Gain on bargain acquisition	-	-	12	-	-	-	12

2          Segmental information (continued)

Year ended 31 December 2012

	Online marketing & data services £'000	Security solutions £'000	Investing and management services £'000	Food manufacturing £'000	Transport planning and engineering consultancy £'000	Eliminations £'000	Total £'000
Capital expenditure	47	1	443	110	-	-	601
Depreciation	146	2	6	338	-	-	492
Amortisation	-	-	12	-	-		12
Gain on bargain acquisition	-	-	11	-	-	-	11

Geographical analysis:

	External revenue by location of customers			Non-current assets (excluding deferred tax) by location of assets
	6 months to 30 June 2013	6 months to 30 June 2012	Year ended 31 December 2012	30 June 2013	30 June 2012	31 December 2012
	£'000	£'000	£'000	£'000	£'000	£'000
UK	8,521	6,667	14,867	6,187	6,596	6,486
Rest of Europe	45	109	351	-	-	-
USA	4	-	-	-	-	-
Other	96	105	123	-	-	-
	8,666	6,881	15,341	6,187	6,596	6,486

3          Other gains and losses

Other gains and losses are the gains and losses arising on investments disposed of in the period pursuant to the Company's investing and treasury management policies.

4          Finance expense/income

The Group's finance expense relates to the debt servicing costs in the Group's subsidiary, Shire Foods Limited, which was acquired in July 2011, offset by interest earned on the Group's cash deposits.

5          Business combination

On 14 May 2013 the Group acquired the business and certain of the assets of JMP Consultants Limited, a UK-based transport planning and consulting practice, for a cash consideration of £415,000 (plus advance payments in respect of certain properties amounting to £118,000).  The estimated fair value of the net assets acquired is as follows:

			Book value at acquisition £000	Provisional fair value adjustments £000	Fair value at acquisition £000
Fixed assets
Tangible			28	-	28
Current assets
Amounts recoverable under contracts			868	-	868
Other debtors			323	-	323
Cash			-	-	-
Total assets			1,219	-	1,219
Creditors
Trade and other creditors			(520)	-	(520)
Total liabilities			(520)	-	(520)
Net assets			699	-	699
Group share of net assets acquired					699
Negative goodwill recognised					(166)
Purchase consideration					533
Satisfied by cash					533

The Group has agreed to allot up to 25% of the equity in JMP to certain management and staff.  At the reporting date this had not been implemented and therefore there were no non-controlling interests for the period or at the period end.

The negative goodwill arising will be recognised as the assets to which it relates are turned into cash.

The performance of JMP is included in the segmental report as the Transport Planning and Consultancy segment.

6          Loss per share

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

	6 months to 30 June 2013 £'000	6 months to 30 June 2012 £'000	Year ended 31 December 2012 £'000
Loss for the purposes of earnings per share:
From continuing operations	(909)	(182)	(325)
From discontinued operations	-	-	-
Total	(909)	(182)	(325)
	No.	No.	No.
Weighted average number of ordinary shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue	4,762,893	5,081,832	4,953,801
Dilutive effect of potential ordinary shares	-	-	-
Weighted average number of ordinary shares for diluted EPS	4,762,893	5,081,832	4,953,801

In the period to 30 June 2013 there was no dilutive effect from share options in issue in view of the loss from continuing operations.  Outstanding employee share options at 30 June 2013 totalling 34,000 have therefore been excluded.

7          Goodwill and other intangible assets

	Goodwill £'000	Negative goodwill £'000	Registered design rights £'000
Carrying amount at 1 January 2013	305	-	429
Arising in the period	-	(166)	-
Amortisation in the period	-	-	(12)
Carrying amount at 30 June 2013	305	(166)	417
Cost and carrying amount at 1 January 2012	305	-	-
Acquired in the period	-	-	441
Amortisation in the period	-	-	-
Carrying amount at 30 June 2012	305	-	441
Cost and carrying amount at 1 January 2012	305	-	-
Acquired in the year	-	-	441
Amortisation in the year	-	-	(12)
Carrying amount at 31 December 2012	305	-	429

Goodwill represents that arising from the acquisition of Interactive Prospect Targeting Limited's                          business and assets on 29 September 2008, being the difference between the fair value of the consideration paid and the fair value of the net assets acquired.

Negative goodwill arising in the period relates to the acquisition of JMP Consultants Limited, as set out in note 5, and is the difference between the estimated fair value of the net assets acquired and the purchase consideration.

8          Non-controlling interests

The non-controlling interests of £0.62 million relate to the net assets attributable to the shares not held by the Group at 30 June 2013 in the following subsidiary undertakings:

	30 June 2013 £'000	30 June 2012 £'000	31 December 2012 £'000
NMT Group Limited	77	78	77
Interactive Prospect Targeting Limited	165	838	953
Shire Foods Limited	375	489	447
	617	1,405	1,477

9          Purchase of own shares

During the period the Company acquired 98,195 of its own Ordinary shares for a total consideration of £275,000.  This brings the total number of Ordinary shares held in treasury to 1,486,283.  The number of shares in issue, excluding treasury shares, at the period end was 4,717,791.

10        Dividend

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2013.

- Ends -

 

END

 

 

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