TIDMVLE

RNS Number : 7013N

Volvere PLC

26 September 2019

 
 -   26 September 2019 
 

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2019

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2019.

Highlights

 
 GBP million except where stated                   Six months ended             Year ended 
                                                 30 June          30 June      31 December 
                                                    2019             2018             2018 
                                                            (as restated)    (as restated) 
 Group revenue                                     10.10             7.25            18.34 
 
   Group loss before tax from continuing          (0.62)           (0.65)           (2.49) 
   operations 
                                                    2.45             0.91            21.10 
   Group profit for the period (including 
   discontinued operations) 
                                                   As at            As at         As at 31 
                                                 30 June          30 June         December 
                                                    2019             2018             2018 
 Consolidated net assets per share 
  (excluding non-controlling interests)(1)      GBP13.56          GBP6.75         GBP12.50 
 Group net assets                                  26.36            26.89            40.42 
 Cash and marketable securities                    19.65            20.42            34.14 
 
 

-- The Group's historical results have been restated to exclude the results of Impetus Automotive (disposed of in October 2018) and Sira Defence & Security (disposed of in May 2019). The sole remaining trading business is Shire Foods.

   --      Shire Foods' revenues grew to a record level, with improved underlying profitability. 
   --      Record net assets per share(1) of GBP13.56. 

-- Balance sheet remains strong with high liquidity. Cash and marketable securities were lower than the prior year end, but broadly similar to the prior comparable period, at GBP19.6 million. The Group undertook two share buy-backs in June 2019, for a total consideration of GBP16.6 million. Cumulative share-buy backs to date now total GBP32.1 million.

Forward-looking statements:

This report may contain certain statements about the future outlook for Volvere plc. Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

Notes

1 Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (excluding treasury shares), which were 1,834,182 at 30 June 2019, 3,668,363 at 30 June 2018 and 3,118,109 at 31 December 2018.

2 Profit before intra-group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group. Further information is included in the Chief Executive's statement and Financial Review.

For further information:

 
 Volvere plc 
 Jonathan Lander, CEO             Tel: +44 (0) 20 7634 9707 
                                  www.volvere.co.uk 
 
   Cairn Financial Advisers LLP 
   Sandy Jamieson/James Lewis       Tel: + 44 (0) 20 7213 0880 
 

Chairman's Statement

I'm pleased to report another encouraging set of results for the first half of 2019. The disposal of our security solutions business was completed successfully and our remaining trading business, Shire Foods Limited, performed ahead of the same period last year.

Net assets per share have reached a new record of GBP13.56* (30 June 2018: GBP6.75, 31 December 2018: GBP12.50). We remain positive about the outlook for our business and believe that the current economic and political uncertainty will provide further investment opportunities.

David Buchler

Chairman

26 September 2019

*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 8.

Chief Executive's Statement

Following the sale of the Group's automotive consultancy, Impetus Automotive Limited ("Impetus"), in October 2018, we entered 2019 with two trading subsidiaries: Shire Foods Limited ("Shire"), our food manufacturing business and Sira Defence & Security Limited ("Sira"), our CCTV-viewing software business.

Sira was sold for GBP3.0 million on 23 May 2019 and the comparative results for 2018 have therefore been restated to exclude the trading operations of both Impetus and Sira. As a result, our trading operations now comprise solely Shire along with our central head office functions.

Shire performed better than the comparable period in 2018, but the payment of performance-related bonuses on the successful sale of Sira offset the effects of Shire's improved results. The performance of each of the Group's segments is set out below.

Food manufacturing

This segment comprises Shire, the Group's 80%-owned frozen pie and pasty manufacturing business, which was acquired in 2011. The company employs approximately 150 people and is based in Leamington Spa, United Kingdom.

Revenue grew by 39% to reach GBP10.10 million (30 June 2018: GBP7.25 million). This growth led to improved financial performance with a profit before tax and intra-Group management and interest charges** of GBP0.24 million, compared to a loss of GBP0.17 million for the six months to 30 June 2018 (31 December 2018: profit GBP0.85 million). Whilst this is pleasing, the pressure on margins from raw material cost increases and wage inflation remains ever-present.

We are actively responding to the increased demand for vegan products and have agreed several new products with retail customers. In addition, we have launched our own brand - Naughty Vegan - into the foodservice market.

In line with previous years, we expect that Shire's performance will be stronger in the second half of the year given the weighting of sales towards the winter months. We have continued to invest in Shire throughout 2019 and the additional investments have facilitated the revenue growth by increasing capacity. This will enable further opportunities to be sought in 2020.

Investing and management services

This segment represents our central functions covering Group management, finance and IT services. The loss before tax and intra-Group management and interest charges** for the period was GBP0.86 million (30 June 2018: loss GBP0.47 million, 31 December 2018: loss GBP3.35 million). The principal reason for the increased costs in 2019 is Group management and staff bonuses in relation to the sale of Sira.

Further segmental information is set out in the financial review below and in note 3.

Acquisitions and future strategy

Our strategy throughout 2019 remains as before - to deliver shareholder value through improving trading performance of our existing portfolio, identifying new opportunities, and investment realisations. The level of deal opportunities has increased since 2018 and we remain optimistic that we will identify new businesses in which to invest.

Jonathan Lander

Chief Executive

26 September 2019

**Profit before intra-Group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.

Financial Review

This financial review covers the Group's performance during the period ended 30 June 2019. It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Overview

The disposal of Impetus in October 2018 and Sira in May 2019 has necessitated the restatement of the Group's previously published results for the periods ending 30 June 2018 and 31 December 2018. This enables improved comparability with the current period. The results of Impetus and Sira are included on the income statement as part of profit from discontinued operations.

Group revenue for the period grew to GBP10.10 million from GBP7.25 million in the prior comparable period (31 December 2018: GBP18.34 million). The increase arose from growth in Shire Foods, now the Group's sole trading subsidiary.

Group loss before tax on continuing operations was GBP0.62 million (30 June 2018: GBP0.65 million, year to 31 December 2018: GBP2.49 million). This included one-off incentive costs, relating to the disposal of Sira, amounting to GBP0.34 million.

The Group profit from discontinued operations was GBP3.08 million, reflecting the disposal of Sira (30 June 2018: GBP1.56 million, year to 31 December 2018: GBP23.2 million). The comparative figures for 2018 have been adjusted to reflect the disposals of both Sira and Impetus.

Further comment on each segment is set out below and detailed information about the Group's segments is set out in note 3 to these interim results, which should be read in conjunction with this financial review.

Food manufacturing

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

 
 Table A                                                     Year ended 31           Year ended 31       Year ended 31 
                       6 months to     6 months to                December                December            December 
                           30 June         30 June                    2018                    2017                2016 
                              2019            2018                 GBP'000                 GBP'000             GBP'000 
                           GBP'000         GBP'000 
 
 Revenue                    10,095           7,252                  18,344                  15,869              15,190 
 
 
 Profit/(loss) 
  before tax, 
  intra-group 
  management and 
  interest charges             237           (173)                     854                     635               1,149 
 
   Intra-group 
   management and 
   interest 
   charges                    (75)            (15)                   (200)                   (200)               (240) 
 
 
   Profit/(loss) 
   before tax                  162           (188)                     654                     435                 909 
                    ==============  ==============  ======================  ======================  ================== 
 
 

Shire's revenue grew by GBP2.84 million compared to the comparable period in 2018 and gross margin was improved. However, the effect of this additional contribution was partly offset by higher distribution and overheads necessary to support the revenue growth.

Investment in plant and machinery has continued in 2019, with in excess of GBP1 million already committed and being commissioned. The majority of this is being funded through external financing. There were no Group loans outstanding at 30 June 2019.

Shire's unaudited net assets at the period end amounted to GBP7.06 million (30 June 2018: GBP5.99 million; 31 December 2018: GBP6.88 million), of which 20% is attributable to non-controlling interests.

Investment revenues and other gains and losses and finance income and expense

The Group did not hold or dispose of available-for-sale investments during the period and as a result investment revenues and other gains and losses were lower than in prior periods.

The Group's net finance income was GBP0.05 million (30 June 2018: net expense GBP0.02 million, 31 December 2018: net income GBP0.06 million). In line with previous years, individual Group trading companies utilise leverage where appropriate, and without recourse to the remainder of the Group.

Statement of financial position

Cash

Cash at the period end was GBP19.65 million (30 June 2018: GBP17.43 million, 31 December 2018: GBP34.13 million). The reduction in cash compared to the end of 2018 resulted principally from the two share buy-backs in 2019, costing GBP16.57 million. Details of cash movements are shown in the consolidated statement of cash flows.

Earnings per share and share capital

Total basic and diluted earnings per ordinary share were 81.1 pence (30 June 2018: 19.3 pence; year ended 31 December 2018: 586.2 pence).

Purchase of own shares

The Company acquired 1,283,927 of its own ordinary shares during the period for a total consideration of GBP16.57 million (30 June 2018: Nil and 31 December 2018: 550,254 shares for GBP6.09 million). As of 30 June 2019, since the start of its buyback programme, the Group has returned GBP32.06 million to shareholders.

Hedging

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

Key performance indicators (KPIs)

The Group uses key performance indicators suitable for the nature and size of the Group's businesses. The key financial performance indicators are revenue and profit before tax. The performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Chief Executive's statement and disclosed in note 3.

Internally, management uses a variety of non-financial KPIs in respect of the food manufacturing segment, including order intake, manufacturing output and sales, all of which are monitored weekly and reported monthly.

Principal risk factors

The Company and Group face a number of specific business risks that could affect the Company's or Group's success. These are set out more fully in the Group's Annual Report. The Company and Group invests in distressed businesses and securities, which by their nature often carry a higher degree of risk than those that are not distressed. The Group's trading business is principally engaged in the provision of products that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload. There is a dependency on a small number of customers and a reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially.

These risks are managed by the Board in conjunction with the management of the Group's businesses.

Nick Lander

Chief Financial & Operating Officer

26 September 2019

Consolidated income statement

 
                                                                                      Year ended 
                                                                       6 months 
                                                                             to               31 
                                                      6 months 
                                                            to          30 June         December 
                                                       30 June             2018             2018 
                                               Note       2019    (as restated)    (as restated) 
                                                       GBP'000          GBP'000          GBP'000 
 Continuing operations 
 Revenue                                        3       10,095            7,252           18,344 
 Cost of sales                                         (8,831)          (6,596)         (15,700) 
                                                     ---------  ---------------  --------------- 
 
 Gross profit                                            1,264              656            2,644 
 
 Distribution costs                                      (543)            (469)          (1,095) 
 Administrative expenses                               (1,394)            (863)          (4,589) 
 
 Operating loss                                          (673)            (676)          (3,040) 
 
 Investment revenues                            4            -               76              115 
 Other gains and losses                         4            -             (23)              374 
 Finance expense                                4         (67)             (52)             (47) 
 Finance income                                 4          116               29              106 
 
 Loss before tax                                         (624)            (646)          (2,492) 
 Income tax credit/(expense)                                 -                -              370 
 
 
   Loss for the period from continuing 
   operations                                            (624)            (646)          (2,122) 
 
   Profit for the period from discontinued 
   operations                                   5        3,078            1,555           23,218 
 
 Profit for the period                                   2,454              909           21,096 
                                                     =========  ===============  =============== 
 
 Attributable to: 
 - Equity holders of the parent                          2,422              706       20,956 
 - Non-controlling interests                    8           32              203              140 
                                                     ---------  ---------------  --------------- 
                                                         2,454              909           21,096 
 
 Earnings per share                             6 
 
 
 Basic and Diluted 
  - loss from continuing operations                    (22.0)p          (16.6)p          (63.3)p 
 - earnings from discontinued operations                103.1p            35.9p           649.5p 
                                                     ---------  ---------------  --------------- 
 Total                                                   81.1p            19.3p           586.2p 
                                                     =========  ===============  =============== 
 
 
 

Consolidated statement of comprehensive income

 
                                                                           Year ended 
                                                            6 months 
                                                                  to               31 
                                           6 months 
                                                 to          30 June         December 
                                            30 June             2018             2018 
                                               2019    (as restated)    (as restated) 
                                            GBP'000          GBP'000          GBP'000 
 
 Profit for the period                        2,454              909           21,096 
 
 Other comprehensive income 
  (items that will be reclassified 
  to profit or loss) 
 
 Fair value gains and losses 
  on available-for-sale financial 
  assets 
 - current period gains/(losses)                  -               75                - 
 - reclassified to profit                                                           - 
  and loss                                        -            (188) 
 
 Other comprehensive income                       -            (113)                - 
                                          ---------  ---------------  --------------- 
 
 Total comprehensive income 
  for the period                              2,454              796           21,096 
                                          =========  ===============  =============== 
 
 Attributable to: 
 
 Equity holders of the parent                 2,422              593           20,956 
 Non-controlling interests                       32              203         140 
                                          ---------  ---------------  --------------- 
                                              2,454              796           21,096 
                                          =========  ===============  =============== 
 
 

Consolidated statement of changes in equity

 
 
                            Share     Share    Revaluation   Retained            Non-controlling 
Six months to 30 June     capital   premium       reserves   earnings     Total        interests     Total 
 2019                     GBP'000   GBP'000        GBP'000    GBP'000   GBP'000          GBP'000   GBP'000 
 
Other comprehensive 
 income                         -         -              -          -         -                -         - 
Profit for the period           -         -              -      2,422     2,422               32     2,454 
                         --------  --------  -------------  ---------  --------  ---------------  -------- 
 
Total comprehensive 
 income for the period          -         -              -      2,422     2,422               32     2,454 
Balance at 1 January           50     3,640            100     35,180    38,970            1,447    40,417 
Transactions with 
 owners: 
Purchase of own shares          -         -              -   (16,512)  (16,512)                -  (16,512) 
 
Total transactions 
 with owners                    -         -              -   (16,512)  (16,512)                -  (16,512) 
                         --------  --------  -------------  ---------  --------  ---------------  -------- 
 
Balance at 30 June             50     3,640            100     21,090    24,880            1,479    26,359 
                         ========  ========  =============  =========  ========  ===============  ======== 
 
 
 
                                 Share     Share    Revaluation   Retained             Non-controlling 
Six months to 30 June          capital   premium       reserves   earnings     Total         interests     Total 
 2018                          GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 
Other comprehensive 
 income                              -         -          (113)          -     (113)                 -     (113) 
Profit for the period                -         -              -        706       706               203       909 
                              --------  --------  -------------  ---------  --------  ----------------  -------- 
 
Total comprehensive 
 income for the period               -         -          (113)        706       593               203       796 
Balance at 1 January                50     3,640            177     20,319    24,186             1,958    26,144 
Transactions with 
 owners: 
Dividend paid by subsidiary          -         -              -          -         -              (50)      (50) 
 
Total transactions 
 with owners                         -         -              -          -         -              (50)      (50) 
                              --------  --------  -------------  ---------  --------  ----------------  -------- 
 
Balance at 30 June                  50     3,640             64     21,025    24,779             2,111    26,890 
                              ========  ========  =============  =========  ========  ================  ======== 
 
 
 
                            Share     Share    Revaluation   Retained            Non-controlling 
Year ended 31 December    capital   premium       reserves   earnings     Total        interests     Total 
 2018                     GBP'000   GBP'000        GBP'000    GBP'000   GBP'000          GBP'000   GBP'000 
 
Other comprehensive 
 income                         -         -              -          -         -                -         - 
 
Profit for the year             -         -              -     20,956    20,956              140    21,096 
                         --------  --------  -------------  ---------  --------  ---------------  -------- 
 
Total comprehensive 
 income for the year            -         -              -     20,956    20,956              140    21,096 
 
  Balance at 1 January         50     3,640            177     20,319    24,186            1,958    26,144 
 
  Transactions with 
  owners: 
Purchase of own shares          -         -              -    (6,095)   (6,095)                -   (6,095) 
 
Total transactions 
 with owners                    -         -              -    (6,095)   (6,095)                -   (6,095) 
 
Eliminated on disposal          -         -           (77)          -      (77)            (651)     (728) 
 
Balance at 31 December         50     3,640            100     35,180    38,970            1,447    40,417 
                         ========  ========  =============  =========  ========  ===============  ======== 
 

Consolidated statement of financial position

 
                                                30 June   30 June   31 December 
                                                   2019      2018          2018 
                                         Note   GBP'000   GBP'000       GBP'000 
 Assets 
 Non-current assets 
 Goodwill                                             -       380             - 
 Property, plant & equipment                      6,085     5,296         6,062 
 
 Total non-current assets                         6,085     5,676         6,062 
 
 Current assets 
 Inventories                                      2,424     2,291         1,774 
 Trade and other receivables                      4,432     8,176         4,447 
 Cash and cash equivalents                       19,649    17,430        34,137 
 Available-for-sale investments                       -     2,994             - 
                                               --------  --------  ------------ 
 
 Total current assets                            26,505    30,891        40,358 
                                               --------  --------  ------------ 
 
 Total assets                                    32,590    36,567        46,420 
                                               --------  --------  ------------ 
 
                           Liabilities 
 Current liabilities 
 Loans and other borrowings                       (709)      (96)         (708) 
 Finance leases                                   (324)     (192)         (314) 
 Trade and other payables                       (3,184)   (6,888)       (2,776) 
 Tax payable                                          -     (386)             - 
 
 Total current liabilities                      (4,217)   (7,562)       (3,798) 
 
 Non-current liabilities 
 Loans and other borrowings                     (1,205)   (1,306)       (1,254) 
 Finance leases                                   (674)     (221)         (816) 
 
 Total non-current liabilities                  (1,879)   (1,527)       (2,070) 
 
 
 Total liabilities                              (6,096)   (9,089)       (5,868) 
 
 Provisions - deferred tax                        (135)     (514)         (135) 
 Provisions - lease incentive                         -      (74)             - 
 
 
 NET ASSETS                                      26,359    26,890        40,417 
                                               ========  ========  ============ 
 
 Equity 
 Share capital                                       50        50            50 
 Share premium account                            3,640     3,640         3,640 
 Revaluation reserves                               100        64           100 
 Retained earnings                               21,090    21,025        35,180 
                                               --------  --------  ------------ 
 
 Capital and reserves attributable to 
  equity holders of the Company                  24,880    24,779        38,970 
 Non-controlling interests                  7     1,479     2,111         1,447 
                                               --------  --------  ------------ 
 
 TOTAL EQUITY                                    26,359    26,890        40,417 
                                               ========  ========  ============ 
 
 

Consolidated statement of cash flows

 
                                                                  6 months         6 months             Year             Year 
                                                                     to 30            to 30            ended            ended 
                                                                      June             June      31 December      31 December 
                                                                      2018             2018             2018             2018 
                                      6 months   6 months                                      (as restated)    (as restated) 
                                         to 30      to 30 
                                          June       June 
                                          2019       2019    (as restated)    (as restated) 
                               Note    GBP'000    GBP'000          GBP'000          GBP'000          GBP'000          GBP'000 
 
 Profit for the period                              2,454                               909                            21,096 
 Adjustments for: 
 Investment revenues                         -                        (76)                             (115) 
 Other gains and losses         4            -                          23                             (374) 
 Finance expense                5           67                          70                                47 
 Finance income                 5        (116)                        (29)                             (106) 
           Profit from 
            discontinued 
            operations                 (3,078)                     (1,549)                          (23,218) 
           Depreciation                    288                         225                               457 
           Income tax 
            (credit)/expense                 -                           -                             (370) 
                                     ---------             ---------------                   --------------- 
 
                                                  (2,839)                           (1,336)                          (23,679) 
 
 Operating cash flows 
  before movements in 
  working 
  capital                                           (385)                             (427)                           (2,583) 
 
 Decrease/(increase) in 
  trade and other 
  receivables                                          37                             1,181                             (350) 
 Increase in trade and 
  other payables                                      750                               886                             1,109 
 (Increase)/decrease in 
  inventories                                       (650)                             (825)                             (308) 
 Tax paid                                            (50)                                 -                             (100) 
 
 Cash (used by)/generated 
  from continuing operations                        (298)                               815                           (2,232) 
 
 Operating cash flows 
  from discontinued 
  operations                                        (316)                             2,656                             1,839 
 
 
 Net cash (used 
  by)/generated 
  from operating activities                         (614)                             3,471                             (393) 
 
 Investing activities 
 Proceeds from sale of 
  discontinued operations 
  net of cash sold                       3,138                           -                            22,537 
 Investing cash flows 
 from discontinued 
 operations                                  -                       (460)                                 - 
 Purchase of 
 available-for-sale 
 investments                                 -                           -                                 - 
 Income from 
  available-for-sale 
  investments                                -                          76                               115 
 Disposal of 
  available-for-sale 
  investments                                -                       3,205                             6,632 
 Purchase of property, 
  plant and equipment                    (307)                       (101)                             (429) 
 Disposal of property, 
  plant and equipment                        -                           -                                 - 
 Interest received                         116                          29                               106 
                                     ---------             ---------------                   --------------- 
 
 Net cash generated 
  from/(used 
  by) investing activities                          2,947                             2,749                            28,961 
 
 Financing activities 
 Interest paid                            (67)                        (51)                              (47) 
 Purchase of own shares 
  (treasury shares)             8     (16,571)                           -                           (6,094) 
 Dividend paid by subsidiary                 -                        (49)                              (49) 
 Net repayment of borrowings             (183)                       (828)                             (375) 
 
 
 Net cash used by financing 
  activities                                     (16,821)                             (928)                           (6,565) 
                                                ---------                   ---------------                   --------------- 
 
 Net (decrease)/ increase 
  in cash                                        (14,488)                             5,292                            22,003 
 
   Cash at beginning of 
   period                                          34,137                            12,119                            12,119 
 Foreign exchange 
  revaluation 
  of opening cash                                       -                                19                                15 
                                                ---------                   ---------------                   --------------- 
 
 Cash at end of period                             19,649                            17,430                            34,137 
                                                =========                   ===============                   =============== 
 
 

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2019

   1          Financial information and basis of accounting 

These interim financial statements have been prepared using accounting policies consistent with IFRSs as adopted by the European Union.

These interim financial statements should be read in accordance with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2018. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. AIM-listed companies are not required to comply with IAS 34 Interim Financial Reporting and accordingly the Group has taken advantage of this exemption.

The comparative figures for the year ended 31 December 2018 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 2018 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          Significant accounting policies 

Except as noted below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2018.

Explanation of significant areas for adjustment

Prior to the disposal of the automotive and security solutions segments, the potential significant area for adjustment related to the recognition of revenue on fixed price consulting contracts where the final deliverable is the performance obligation. Previously, revenue would have been recognised in line with the stage of completion. All businesses affected have been sold and treated as discontinued operations.

IFRS 16 Leases had not been adopted in 2018 but has been with effect from 1 January 2019. The effects on the presentation of the Group's results arising from the adoption of IFRS 16 is not material.

   3          Operating segments 

An analysis of key financial data by business segment (excluding intra-Group interest and management charges and balances) is provided below. During 2018 the Group's automotive consulting segment was sold and during 2019 the Group's security solutions segment was sold. The comparable results for 2018 have been restated for both these disposals and the respective results included within Profit from discontinued operations.

Analysis by business segment:

 
 
 Period ended 30 June                                                                Investing and 
 2019                                                                      Food         Management 
                                                                  manufacturing           services             Total 
                                                                        GBP'000            GBP'000           GBP'000 
 
 Revenue                                                                 10,095                  -            10,095 
                                                              -----------------  -----------------  ---------------- 
 
 Profit/(loss) before tax 
  from continuing 
  operations(1)                                                             237              (861)             (624) 
                                                              =================  =================  ================ 
 
 
 Period ended 30 June                                                                Investing and 
 2018 (as restated)                                                        Food         Management 
                                                                  manufacturing           services             Total 
                                                                        GBP'000            GBP'000           GBP'000 
 
 Revenue                                                                  7,252                  -             7,252 
                                                              -----------------  -----------------  ---------------- 
 
 (Loss) before tax from 
  continuing operations 
  (1)                                                                     (173)              (473)             (646) 
                                                              =================  =================  ================ 
 
 
 Year ended 31 December                                                              Investing and 
 2018 (as restated)                                                        Food         management 
                                                                  manufacturing           services             Total 
                                                                        GBP'000            GBP'000           GBP'000 
 
 Revenue                                                                 18,344                  -            18,344 
                                                              -----------------  -----------------  ---------------- 
 
   Profit/(loss) before 
   tax from continuing 
   operations (1)                                                           854            (3,346)           (2,492) 
                                                              =================  =================  ================ 
 
 
 As at 30 June 2019 
                                               Investing and 
                                                  management 
                                        Food        services              Total 
                               manufacturing         GBP'000         continuing    Discontinued(2)             Total 
                                     GBP'000                            GBP'000            GBP'000           GBP'000 
 Assets 
 Liabilities/provisions               13,365          19,225             32,590                  -            32,590 
                                     (6,303)              72            (6,231)                  -           (6,231) 
                           -----------------  --------------  -----------------  -----------------  ---------------- 
 
 Net assets(3)                         7,062          19,296             26,359                  -            26,359 
                           =================  ==============  =================  =================  ================ 
 
 
 As at 30 June 2018                            Investing and 
                                                  management 
                                        Food        services              Total 
                               manufacturing         GBP'000         continuing    Discontinued(2)             Total 
                                     GBP'000                            GBP'000            GBP'000           GBP'000 
 
 Assets                               10,383          16,257             26,640              9,927            36,567 
 Liabilities/provisions              (4,393)           (192)            (4,585)            (5,092)           (9,677) 
                           -----------------  --------------  -----------------  -----------------  ---------------- 
 
 Net assets(3)                         5,990          16,065             22,055              4,835            26,890 
                           =================  ==============  =================  =================  ================ 
 
 
 As at 31 December 2018                        Investing and 
                                                  management 
                                        Food        services              Total 
                               manufacturing         GBP'000         continuing    Discontinued(2)             Total 
                                     GBP'000                            GBP'000            GBP'000           GBP'000 
 
 Assets                               12,311          33,690             46,001                419            46,420 
 Liabilities/provisions              (5,427)           (217)            (5,644)              (359)           (6,003) 
                           -----------------  --------------  -----------------  -----------------  ---------------- 
 
 Net assets(3)                         6,884          33,473             40,357                 60            40,417 
                           =================  ==============  =================  =================  ================ 
 
 
 Six months to 30 June                                                               Investing and               Total 
 2019                                                                      Food         management       (as restated) 
                                                                  manufacturing           services             GBP'000 
                                                                        GBP'000            GBP'000 
 Capital spend                                                              310                  2                 312 
 Depreciation                                                               287                  -                 287 
 Interest income 
  (non-Group)                                                                 -                116                 116 
 Interest expense 
  (non-Group)                                                              (67)                  -                (67) 
 Tax credit                                                                   -                  -                   - 
                                                              =================  =================  ================== 
 
 
 Six months to 30 June 
 2018 (as restated)                                                                  Investing and               Total 
                                                                           Food         management       (as restated) 
                                                                  manufacturing           services             GBP'000 
                                                                        GBP'000            GBP'000 
 Capital spend                                                              101                  -                 101 
 Depreciation                                                               224                  1                 225 
 Amortisation/Impairment                                                      -                  -                   - 
 Interest income 
  (non-Group)                                                                 -                 29                  29 
 Interest expense 
  (non-Group)                                                                52                  -                  52 
 Tax expense                                                                  -                  -                   - 
                                                              =================  =================  ================== 
 
 
 Year ended 31 December                                                              Investing and               Total 
 2018 (as restated)                                                        Food         management       (as restated) 
                                                                  manufacturing           services             GBP'000 
                                                                        GBP'000            GBP'000 
 Capital spend                                                            1,253                  -               1,253 
 Depreciation                                                               457                  -                 457 
 Amortisation/Impairment                                                      -                  -                   - 
 Interest income                                                              -                106                   - 
 (non-Group) 
 Interest expense 
  (non-Group)                                                                47                  -                  47 
 Tax credit                                                                (52)              (318)                (52) 
                                                              =================  =================  ================== 
 
 

Geographical analysis:

 
 
                           External revenue by location                     Non-current assets by 
                                   of customers                              location of assets 
                                     6 months       Year ended 
                                           to 
                    6 months          30 June      31 December 
                          to                              2018 
                     30 June             2018    (as restated)    30 June    30 June    31 December 
                                                                                               2018 
                        2019    (as restated)                        2019       2018 
                     GBP'000          GBP'000          GBP'000    GBP'000    GBP'000        GBP'000 
 
 UK                    9,902            7,013           17,746      6,085      5,676          6,062 
 Rest of Europe          193              239              598          -          -              - 
 Other                     -                -                -          -          -              - 
                  ----------  ---------------  ---------------  ---------  ---------  ------------- 
 
                      10,095            7,252           18,344      6,085      5,676          6,062 
                  ==========  ===============  ===============  =========  =========  ============= 
 

Notes:

   (1)     stated before intra-group management and interest charges 
   (2)     discontinued relates to the former segments of Automotive consulting and Security solutions 
   (3)     assets and liabilities stated excluding intra-group balances 
   4          Investment revenues, other gains and losses and finance income and expense 

Investment revenues and other gains and losses represent respectively interest and dividends receivable from, and the gains arising upon disposal of, investments made pursuant to the Group's investing and treasury management policies.

   5          Profit for the period from discontinued operations 

On 4 October 2018, the Group disposed of its share in its subsidiary undertaking, Impetus Automotive Limited for a total of GBP26.1 million in cash. On 23 May 2019, the Group disposed of its wholly-owned subsidiary Sira Defence & Security Limited for GBP3.0 million in cash.

 
                                                                  6 months       Year ended 
                                                                        to 
                                                 6 months          30 June      31 December 
                                                       to 
                                                  30 June             2018             2018 
                                                     2019    (as restated)    (as restated) 
                                                  GBP'000          GBP'000          GBP'000 
 
 Profit for the period relating to 
  Impetus Automotive Limited                            -            1,543           23,126 
 Profit for the period relating to 
  Sira Defence & Security Limited                   3,078               12               92 
                                               ----------  ---------------  --------------- 
 
   Total profit from discontinued operations        3,078            1,555           23,218 
                                               ==========  ===============  =============== 
 
   6          Earnings per share 

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

 
                                                              6 months       Year ended 
                                                                    to 
                                             6 months          30 June      31 December 
                                                   to 
                                              30 June             2018             2018 
                                                 2019    (as restated)    (as restated) 
                                              GBP'000          GBP'000          GBP'000 
 Earnings for the purposes of earnings 
  per share: 
 
 From continuing operations                     (656)            (609)          (2,262) 
 From discontinued operations                   3,078            1,315           23,218 
                                         ------------  ---------------  --------------- 
 
   Total                                        2,422              706           20,956 
                                         ============  ===============  =============== 
 
                                                  No.              No.              No. 
 Weighted average number of ordinary 
  shares for the purposes of earnings 
  per share: 
 Weighted average number of ordinary 
  shares in issue                           2,986,829        3,668,363        3,574,895 
 Dilutive effect of potential ordinary              -                -                - 
  shares 
                                         ------------  ---------------  --------------- 
 
   Weighted average number of ordinary 
   shares for diluted EPS                   2,986,829        3,668,363        3,574,895 
                                         ============  ===============  =============== 
 
 

There were no share options (or other dilutive instruments) in issue during the period in respect of the parent company's shares (30 June 2018: nil; 31 December 2018: nil).

   7          Non-controlling interests 

The non-controlling interests of GBP1.48 million relate to the net assets attributable to the shares not held by the Group at 30 June 2019 in the following subsidiaries:

 
                                30 June    30 June   31 December 
                                   2019       2018          2018 
                                GBP'000    GBP'000       GBP'000 
 
 NMT Group Limited                   71         71            71 
 Shire Foods Limited              1,408      1,196         1,376 
 Impetus Automotive Limited           -        844             - 
                                  1,479      2,111         1,447 
                              =========  =========  ============ 
 

The Group owns approximately 80% of Shire Foods and 98.6% of NMT.

   8          Purchase of own shares 

The Company acquired 1,283,927 of its own ordinary shares during the period for a total consideration of GBP16.57 million (30 June 2018: Nil and 31 December 2018: 550,254 shares for GBP6.09 million). For reference, the total number of ordinary shares held in treasury is 4,372,892 and the number of shares in issue, excluding treasury shares, at the period end was 1,834,182 (30 June 2018: 3,668,363 and 31 December 2018: 3,118,109).

   9          Dividend 

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2019.

- Ends -

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END

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September 26, 2019 02:01 ET (06:01 GMT)

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