TIDMSUR

RNS Number : 9872N

Sureserve Group PLC

27 May 2020

27 May 2020

Sureserve Group plc

("Sureserve" or the "Group")

Unaudited Interim Results for the six months ended 31 March 2020 (H1 FY20)

Building profitable market share

Sureserve, the compliance and energy services Group, is pleased to announce its interim results for the six month period ended 31 March 2020.

Chairman's statement

Bob Holt, Chairman of Sureserve Group commented

"Despite the very difficult economic circumstances facing the United Kingdom, the six months ended 31(st) March 2020 showed continued growth and an impressive improvement in profits from our businesses.

The results include the latter part of March where the country and our Scottish, Welsh and Smart Metering businesses were in lockdown as a result of the Covid-19 crisis.

All of our gas, water and electrical service businesses, classified as "key worker" status, carrying out predominantly emergency testing services, continue to operate to agreed protocols with key clients. We maintain open communications with our clients to ensure we are able to minimize the risks to our employees and position us to participate fully when we return to more normal work streams.

Our Scottish and Welsh operations in Energy Services, where we manage the Emerging Fuel Poverty programme for both governments and smart metering installation working for Big 6 energy companies, saw an immediate shut down in March.

Like most other businesses, it was with deep regret that we furloughed those employees who were not required to provide front line services. I would also like to thank those frontline employees for their commitment to deliver the emergency services in difficult conditions which our clients expect of us. I believe the team effort from the most junior to senior members of staff will hold the Group in good stead as we emerge from lockdown.

The Board felt it right and proper that it reduce its compensation for the period during which we have been receiving government support for the business by 20%.

I would also like to thank Peter Smith, our new Chief Financial Officer, and his team for their excellent work managing our working capital and thereby reducing our debt from GBP12.9m at the end of March 2019 to GBP3.5m at March 2020. Furthermore, at the time of writing, the Group is debt free with a modest net cash balance.

The Group has implemented a clear procedure for ensuring that all of our premises have undertaken a comprehensive risk assessment enabling all divisions of the group to recommence trading when the government determines it as safe to do so.

Our risk assessments have been created in consultation with our teams and clearly established control measures which we have put in place. Due to the nature of our organization and its various geographical locations, each business has undertaken this risk assessment in the desired format and all assessments have been reviewed and approved by the senior management teams and our SHEQ managers.

Looking to the future

We are a business which is heavily dependent on government and local authority expenditure. It is still too early to evaluate the long-term impact of the massive government deficits that are being incurred and what effect this will have on us over the medium term.

Our businesses are, however, market leaders providing critical services to the public sector offering, we believe, competitive pricing and meeting the high standards of performance expected by our clients.

We also take comfort that we have a strong order book of GBP323.7m. The Group's financial position is now better than it has been for many years and we believe that, with a highly competitive cost basis, we can gain market share as we emerge out of what has been a most difficult time for the UK economy.

Traditionally the profitability of the Group is heavily weighted towards the second half of the trading year. Sadly, our Welsh and Scottish operations remain closed and there is as yet no indication from the Scottish and Welsh governments when they will resume.

England, on the other hand, is coming out of furlough so whilst our results will fall short of our original expectations for the year, we believe that the second half will show further progress."

Financial overview

   --      Revenue up 7% to GBP109.6m (H1 2019: GBP102.5m) 
   --      EBITA*(1) up 27% to GBP3.9m (H1 2019: GBP3.1m) 
   --      Profit before tax up 129% to GBP2.6m (H1 2019: GBP1.1m) 

-- Profit before tax before exceptional items and amortisation of acquisition intangibles up 35% to GBP3.4m (H1 2019: GBP2.5m)

   --      Earnings per Share (EPS) from continuing operations up 117% to 1.3p (H1 2019: 0.6p) 

-- EPS excluding amortisation of acquisition intangibles and share based payments up 29% to 1.8p (H1 2019: 1.4p)

   --      Operating cash conversion*(2) of 88% (H1 2019: 51%) 
   --      Net debt*(3) reduced to GBP3.5m (31 March 2019: GBP12.9m) 
   --      Order book of GBP323.7m providing visibility of earnings with circa 90% covered in FY20 

*(1) EBITA is defined as operating profit before exceptional items and amortisation of acquisition intangibles. EBITA excludes the profit from Discontinued Operations.

*(2) Operating cash conversion is calculated before the effect of IFRS16

*(3) Net debt is calculated before the effect of IFRS16

Operational overview

   -- Core divisions of Compliance and Energy Services both delivered strong performances, with demand for services 
      remaining solid. Continued reputation for delivery of quality services and market-leading positions in the 
      highly-regulated public sector gas testing and energy management sectors 
 
   -- Outstanding record of contract wins worth GBP124m during the period strengthening our position across the UK 

Outlook

   -- Well-placed to deliver a clear growth strategy in our market-leading gas services division 
 
   --   90% of FY2020 forecast revenue covered by the order book worth GBP323.7m, providing good visibility of 
      non-volatile revenue streams.  The nature of our work and clients is such that while we may see delays, we do not 
      expect work to be cancelled 
 
   -- The Group is well-positioned for further organic growth in a fragmented and regional market 
 
   --   Despite the challenges of Covid-19, we expect the continuation of strong trading in FY20 maintaining the 
      Group's momentum.  The work we do on behalf of our clients is such that this will continue well into the future 
 
   --   Increased opportunities to look for further growth from the current crisis, both with existing and future 
      clients. 

Enquiries

Sureserve Group

Bob Holt OBE, Chairman

07778 798 816

Peter Smith, Chief Financial Officer 07590 929 431

Shore Capital (Nominated Adviser and Broker)

020 7408 4050

Antonio Bossi

Mark Brown

Fiona Conroy

Camarco (Financial Public Relations)

Ginny Pulbrook 020 3757 4992

Ollie Head

Notes to editors

Sureserve is a leading compliance and energy services group that performs critical functions in homes, public and commercial buildings, with a focus on clients in the UK public sector and regulated markets. Services are delivered through two divisions: Compliance and Energy Services.

The Group was founded in 1988 and is headquartered in Basildon and currently employs some 2,116 staff.

OPERATIONAL REVIEW

The unprecedented situation presented by the Covid-19 pandemic and associated Government response has resulted in challenges for the Sureserve group and our operations, as with many others. The safety of our employees and customers has and will always be our absolute priority. Our focus has been the implementation of numerous measures to ensure that we can serve our customers in a completely safe manner while protecting the wellbeing of colleagues and minimising virus spread risk. Throughout this period we have witnessed many encouraging examples of voluntary support and assistance by our key workers to communities and the individuals within them.

Compliance (66% of Group revenue / H1 FY19: 63%)

 
 Compliance: six months ended    Unaudited      Unaudited      Change 
  31 March                        6 months       6 months 
                                  to 31 March    to 31 March 
                                  2020           2019 
 Revenue (GBPm) *(1)             73.4           65.7           11.6% 
                                -------------  -------------  -------- 
 EBITA (GBPm) *(2)               3.7            2.6            40.2% 
                                -------------  -------------  -------- 
 EBITA margin                    5.0%           4.0%           1.0ppts 
                                -------------  -------------  -------- 
 

*(1) Division revenue figures include revenue from intercompany trading which accounts for a total across both divisions of GBP1.1m in 2020 and GBP1.3m in 2019.

*(2) EBITA is defined as operating profit before exceptional items and amortisation of acquisition intangibles. EBITA excludes the profit from Discontinued Operations.

The Compliance division provides planned and responsive maintenance, installation and repair services predominantly to local authority and housing association clients, in the areas of domestic and commercial gas, fire and electrical, water and air hygiene, and lifts. These services cover clients' social housing and public building assets, as well as industrial and commercial properties. Gas services comprise around three quarters of the division and we believe we remain the largest player in this fragmented and typically localised market.

We are predominantly paid for service and repair work on a fixed price basis evenly through the year. The gas businesses (which as noted above encompass the majority of the division's revenues) have more call-outs during colder months, resulting in higher labour and materials costs, with this seasonality driving higher levels of profitability and cash generation in the warmer months when call-out rates are lower and a proportion of our engineers can be redeployed to jobs that yield further income. As a result, historically a significant proportion of the division's annual profit arises during the second half of the financial year, making the strong results in this current period even more pleasing. Revenue growth combined with a move to our targeted EBITA margin levels of 5% has seen a considerable step forward in our profits.

The division repeated previous strong period-on-period revenue growth of 11.6% to GBP73.4m (H1 FY19: GBP65.7m), driven by continued new contract wins and extensions in addition to ongoing regulatory pressures in the sector and growth within our fire protection business, demonstrating a continued improvement following work delivered by that team. Installation works again exceeded expectations in the first half of the year, which by adding to our improved contractual client base further strengthened our position. EBITA increased by 40.2% to GBP3.7m (H1 FY19: GBP2.6m). The additional profitability has been driven by a combination of two factors; increased revenues in comparison to the same period last year, with both gas and non-gas businesses showing consistent growth in revenue, and further positive EBITA performance driven from margins which arises from work mix including more commercial works in addition to efficiencies gained by the experienced management teams as scale continues to increase.

The division continued its excellent track record on new wins during the period with particular success within our Aaron Services business, including GBP8.4m of work over three years for gas boiler upgrades and electrical testing with Hinckley and Bosworth council, a repair and testing contract with Stonewater worth GBP4.0m and in addition significant framework acceptances with Efficiency East Midlands (up to GBP4.2m) and Fusion 21 (up to GBP5.0m, with the other gas businesses also on the framework) for a range of gas and electrical works. Other significant wins in the division include GBP4.9m for Southern Housing and GBP3.9m with Your Housing for gas service and testing works, along with numerous other wins across the full range of workstreams.

We believe the medium and long-term outlook for our Compliance businesses remains strong, underpinned by high levels of long-term contracts and frameworks for which the division has continued to see high appointment levels. This is combined with an ongoing trend towards regulatory services and our client base largely of local authorities and housing associations provides us both continuity moving forward along with clients whom we regard as blue chip with minimal debtor risk.

In the short-term we, like many others, are experiencing uncertainty caused by the Covid-19 pandemic. The nature of our Compliance businesses is of core services including vital emergency repair and testing cover to our local authority and housing association customers, to ensure compliance with gas, electricity and building testing regulations. It is therefore crucial they continue to perform their essential services and this is why the Government has recognised many of our employees within their "key worker" classification.

The division is experiencing some delays in accessing certain residential and communal properties to undertake work as a result of the Government measures and guidance given in response to the Covid-19 outbreak, including social distancing and travel restrictions. Some local authority customers have, where work is considered of a lower priority or not essential, chosen to defer certain elements. We believe that following the temporary uncertainty and disruption to the market our mix of customer and services remains strong and longer-term the demand for these works and underlying fundamentals will underpin our future prospects when conditions recover. As a market leader in gas testing we believe the opportunities will be forthcoming as a result of other failing contractors.

Energy Services (34% of Group revenue / H1 FY19: 37%)

 
 Energy Services: six months    Unaudited      Unaudited      Change 
  ended 31 March                 6 months       6 months 
                                 to 31 March    to 31 March 
                                 2020           2019 
 Revenue (GBPm) *(1)            37.3           38.0           (2.0%) 
                               -------------  -------------  -------- 
 EBITA (GBPm) *(2)              1.9            1.9            1.6% 
                               -------------  -------------  -------- 
 EBITA margin                   5.2%           5.0%           0.2ppts 
                               -------------  -------------  -------- 
 

*(1) Division revenue figures include revenue from intercompany trading which accounts for a total across both divisions of GBP1.1m in 2020 and GBP1.3m in 2019.

*(2) EBITA is defined as operating profit before exceptional items and amortisation of acquisition intangibles. EBITA excludes the profit from Discontinued Operations.

Energy Services undertakes a range of energy efficiency services for social housing and private homes through two businesses:

-- Everwarm delivering insulation and heating, energy efficient technologies including electrical vehicle charging points, battery storage and solar PV, including works within non-domestic properties. Everwarm combines these services with providing carbon emissions savings for energy companies, enabling them to meet their legislative targets. The insulation operations are driven by seasonal influences, as we are unable to render or use fixing glue necessary for insulation at lower temperatures. As a result, we typically experience a far larger number of productive working days in summer, compared to winter months, with the result that this business also sees higher revenues and margins in H2 each year.

-- Providor, a leading national installer of smart meters (operating as a meter asset manager and meter operator), working for several "Big 6" and challenger utilities, who are required to install smart meters in every home in England, Wales and Scotland. The business is experienced in the ongoing UK-wide government roll-out, previously beset by delays and technology challenges around deployment of newer "SMETS2" meter assets. As we have previously advised it was announced that the deadline for installation had been extended to 2024 to allow a more realistic timeframe for delivery. While an expected impact is that overall roll-out costs for the industry may continue to rise, we believe a benefit from this revised timetable will be seen in more consistent volumes to allow more deliverable and sustainable installation levels in coming years. Approximately one third of the 55m total meters within the roll-out have now been installed as smart, with a significant market opportunity remaining.

The division showed period-on-period revenue reduction of 2.0% to GBP37.3m (H1 FY19: GBP38.0m), reflecting some revenue reductions within the Everwarm business partly offset by an increase in smart meter installation work in Providor reflecting previous contract wins and consistency in delivery as mentioned in previous updates. EBITA margin improved to 5.2% on the lower revenues (H1 FY19: 5.0%). Results included operational improvements from the prior interim period with continued positive performance in smart metering, which had a profitable H1 trading position for the first time, in addition to a small profit within our Welsh Arbed joint venture (prior year had been a mobilisation phase as previously advised). An overall decrease in profitability of the Everwarm business, due to a combination of the reduction in revenues, some impact from mix of works and a shortfall from the Covid-19 impact on March trading, offset those benefits. We saw relative consistency in the Scottish Warmworks joint venture trading performance.

The largest win for the division has seen extension of our services to the central belt of Scotland (SPOW) region with Scottish Power, offering further smart metering installation services with estimated total contract value of up to GBP24m. Further significant awards were within the Everwarm business and included GBP5.4m of air source heat pump installation works for E.ON, up to GBP10.7m with Argyll Community Housing Association for a mix of external wall insulation and air source heat pump installation in addition to a GBP1.9m award with Waverley Housing Association for a mix of improvement measures including insulation. The Everwarm business was also placed on the Fusion 21 framework, which is believed to represent a significant opportunity for future energy efficiency works.

Providor remains focused on existing contract delivery; and following the clarity now provided on the Government smart meter roll-out extension, had signaled our intent to review new contract opportunities. This represents an opportunity to strengthen further, particularly following commencement of SMETS2 meter technology installations, with consistency generally expected within volumes up to 2024. Previously awarded agreements and an evaluation of existing contracts and potential extensions give us confidence over future delivery. We have been working well with Scottish Power as a key client in both the sector and across the division for a number of years and are delighted this strong relationship has resulted in extending our service offering to include their SPOW region. This is also geographically attractive to the Sureserve Group given the pre-existing base in Bathgate within established Energy Services operations. We consider this a key demonstration of our ongoing service delivery to extend reach with an existing customer.

Within Everwarm, carbon prices remained largely stable during the period however volumes remain impacted by the transition to "ECO3" which has proven challenging due to changes in measure types and qualifying property. We continue to work through this period and believe we are well-placed to deliver on behalf of our Utility partners despite the ongoing challenges, particularly given the volumes are now becoming more consistent.

Our Warmworks joint venture delivering the Warmer Homes Scotland initiative for the Scottish Government saw ongoing operationally strong performance and client delivery. The Scottish Government's flagship Home Energy Efficiency Programme for Scotland ("HEEPS") continued to perform well in the first half, bringing a diversified installation portfolio, focusing on central heating, boiler improvements and other energy efficiency installation measures.

The Arbed 3 programme for the Welsh Government via our joint venture with the Energy Saving Trust, focused on improvements to households likely to be living in severe fuel poverty, is ongoing. In the reporting period the contract moved to the delivery of more regular monthly installation performance, and while timings for specific schemes remain variable, contributed a positive six months of performance comparing favourably to the mobilisation period in the comparable results last year.

Whilst our Energy business remains strong with an extremely positive future outlook, as evidenced by both trading performance and recent wins, the short-term has seen impacts from Government action to address the impact of the Covid-19 outbreak. The Energy division has not been afforded the same "key worker" status as seen in our Compliance businesses due to a combination of our services delivered and devolved government approaches around continuation of works, particularly in Scotland. This has resulted in what we believe to be a short-term reduction in trade within both Energy businesses and joint ventures for which we are navigating through a range of measures. These include the application for appropriate government support, customer and supplier negotiations and the implementation of any necessary cost control procedures to best mitigate the impact of the situation.

New wins and order book

The Board is encouraged that high bidding success rates continue to be achieved by the Group. Contract wins in the period totalled GBP124m, contributing to a period-end order book of GBP323.7m. This represented a 7.7% decrease on the comparative period (31 March 2019: GBP350.5m). The order book is consistent with our previously stated view around our targeted efforts on long term contracts that provide opportunities to deliver profitably in our core areas. We believe our order book remains strong across the group and given the timing of award, the figures stated do not include Scottish Power smart metering win as mentioned above. We continue to focus on securing contracts with long term visibility and robust value and this is an area we intend to invest in going forward.

FINANCIAL REVIEW

The Group had a strong half year posting an EBITA of GBP3.9m (H1 2019: GBP3.1m).

During the six months to 31 March 2020, the Group adopted IFRS16, using the modified retrospective approach which means that comparatives are not required to be restated. The impact on the income statement are noted in the table below, with comparability to H1 2019.

Whilst Group revenue and cash are unaffected by the adoption of IFRS16, the following areas are impacted:

-- Operating profit before exceptional and other items has increased by GBP0.1m. Lease payments are now reflected as a reduction in the lease liabilities. Conversely there is an increase in depreciation, and interest on finance lease obligations

   --      Operating expenses (lease costs) have decreased by GBP2.3m 
   --      Depreciation charges increased by GBP2.2m 

-- Finance costs increased by GBP0.15m such that the overall impact on profit before tax of adopting IFRS16 has been a decrease of GBP0.1m

-- The statement of financial position recognises GBP8.3m right of use assets and GBP8.3m lease liabilities on transition.

-- Total indebtedness therefore increases, although this does not have an impact on the Group's covenants, which are measured on an historic GAAP basis

A reconciliation of EBITA and adjusted EBITA pre-IFRS16 to profit before tax for the period is provided below:

 
 
                                                                                Unaudited 
                                                                               six months 
                                                Unaudited six months ended       ended 31 
                                                             31 March 2020     March 2019 
                                                       IFRS16 
                                        As reported    impact   Pre IFRS16 
                                            GBP'000   GBP'000      GBP'000        GBP'000 
 Operating profit before exceptional 
  items and amortisation of 
  acquisition intangibles                     3,932        89        3,843          3,095 
 Amortisation of acquisition 
  intangibles                                 (800)         -        (800)        (1,367) 
 
 Operating profit                             3,132        89        3,043          1,728 
 
 Finance expense                              (614)     (148)        (466)          (609) 
 Investment income                               39         -           39              - 
 
 Profit before tax                            2,557      (59)        2,616          1,119 
                                       ============  ========  ===========  ============= 
 

Group revenue increased by 6.9% to GBP109.6m (H1 2019: GBP102.5m), mainly reflecting an increase in revenues in the Compliance division, whose revenues increased by 11.6% to GBP73.4m (H1 2019: GBP65.7m). Revenues in Energy Services decreased by 2.0% to GBP37.3m (H1 2019: GBP38.0m). These divisional revenue figures include revenue from intercompany trading which accounts for a total of GBP1.1m (H1 2019: GBP1.3m).

Group EBITA increased by 27.0% to GBP3.9m (H1 2019: GBP3.1m), reflecting an increase in EBITA in the Compliance division of 40.2% to GBP3.7m (H1 2019: GBP2.6m) and an increase in EBITA in Energy Services of 1.6% to GBP1.9m (H1 2019: GBP1.9m). Central costs were GBP1.7m (H1 2019: GBP1.4m).

We reported an operating profit of GBP3.1m (H1 2019: GBP1.7m), after GBP0.8m of amortisation charges for acquisition intangibles (H1 2019: GBP1.4m). The reduction in amortisation reflected the fact that we have taken amortisation charges in prior periods, meaning we are amortising a reduced base of intangible assets.

Net interest expense was GBP0.6m (H1 2019: GBP0.6m), which represented the interest charged on our debt facilities (net of finance income), together with the amortisation of debt issue costs, which totaled GBP0.4m (H1 2019: GBP0.6m). The H1 2020 figures includes GBP0.15m interest in relation to the adoption of IFRS16 (H1 2019: GBPnil).

Discontinued operations

Profits from discontinued operations amounted to GBP0.1m (H1 2019: GBPnil)

Discontinued activities represent the Group's Construction and Property Services divisions which were sold on 17 August 2018 and Orchard (Holdings) UK Limited which was sold in September 2017. The profits for the six-month period to 31 March 2020 on disposal of discontinued operations comprise:

-- GBP0.1m profit on sale of Orchard (Holdings) UK Limited from reassessment of the fair value of consideration receivable

On 20 December 2019, Mapps Group Limited, the acquirer of Lakehouse Contracts Limited and Foster Property Maintenance Limited, went into liquidation. We are in active dialogue with the liquidators and our advisors, in the hope of securing an early resolution.

Tax

The effective tax rate for the period was 19%, compared with a statutory rate of corporation tax of 19%. We expect a full year effective tax rate of 19%.

Earnings per share

Basic earnings per share from continuing operations were 1.3 pence (H1 2019: 0.6 pence), based on profit after tax from continuing operations of GBP2.1m (H1 2019: GBP0.9m).

Adjusted earnings per share from continuing operations excluding amortisation of acquisition intangibles and share based payments were 1.8 pence (H1 2019: 1.4 pence), based on adjusted profit after tax from continuing operations excluding amortisation of acquisition intangibles and share based payments of GBP2.9m (H1 2019: GBP2.3m).

Our statutory profit for the period was GBP2.2m (H1 2019: GBP0.9m). Based on the weighted average number of shares in issue during the year of 158.9m, this resulted in basic earnings per share of 1.4 pence (H1 2019: 0.6 pence).

Cash flow performance

Our adjusted operating cash flow (see note 11), before the IFRS16 adjustment, for the period was an inflow of GBP3.4m (H1 2019: GBP1.6m), reflecting an operating cash conversion of 88% (H1 2019: 51%). We calculate operating cash conversion as cash generated from continuing operations, excluding the cash impact of exceptional items and amortisation of acquisition intangibles, divided by operating profit before exceptional items and amortisation of acquisition intangibles. We believe this measure provides a consistent basis for comparing cash generation consistently over time.

On a statutory basis, including the effect of IFRS16, we saw an operating cash inflow of GBP6.3m (H1 2019: outflow of GBP1.8m), representing a cash conversion of 160% inflow (H1 2019: outflow of 57%).

As we highlighted last year, the timing of revenues, method of contract delivery and customer contractual terms can all have an impact on working capital and, consequently, cash conversion.

The management of working capital is a continueddavid focus. This includes accrued income, debtors and creditors. We manage these balances within our banking facilities. However, we recognise the importance of supporting our supply chain. We have ensured that we have paid our suppliers as normal.

Net debt

At 31 March 2020, the Group had net debt excluding the effect of IFRS16 of GBP3.5m (31 March 2019: GBP12.9m). However, this represents a snapshot in time and the weighted average revolving credit facility drawdown in the period was GBP9.7m (H1 2019: GBP15.3m).

The total n et debt including the effect of IFRS16 is GBP9.9m, this is based upon a GBP6.4m adjustment for IFRS16.

Banking arrangements

We had drawn GBP10.0m at 31 March 2020 (31 March 2019: GBP14.5m) under our revolving credit facility (excluding borrowing costs). At the date of issuing this report we had drawn GBP6.5m (excluding borrowing costs), with a net cash, before finance lease liability of GBP4.3m; National Westminster Bank ('NatWest') continues to be an excellent and supportive partner.

In December 2018, the Group renewed its bank facilities to provide an overdraft facility of GBP5,000,000 together with a revolving credit facility of GBP25,000,000, which runs to 31 January 2022.

We are confident that our banking facilities provide sufficient support in managing our corporate affairs and provide sufficient capacity to plan for future growth, particularly in bidding with confidence on new contracts.

Statement of financial position

The principal items in our balance sheet are goodwill, borrowings and working capital.

There was a reduction of GBP0.8m in goodwill and other intangibles, mainly due to GBP0.8m amortisation charge of acquisition intangibles.

Net current assets (excluding cash, borrowings and lease liabilities) stood at GBP7.1m at 31 March 2020 (31 March 2019: GBP8.2m). Net current assets stood at GBP10.1m at 31 March 2020 (31 March 2019: GBP9.6m).

The principal movements in working capital are noted below;

 
   Working capital       Unaudited    Unaudited         Audited 
                          31 March     31 March    30 September 
                              2020         2019            2019 
                           GBP'000      GBP'000         GBP'000 
   Trade receivables          28.3         23.3            17.9 
   Accrued income              9.6         15.1            17.6 
   Trade payables           (23.6)       (23.7)          (21.1) 
   Accruals                  (7.6)        (7.8)           (8.0) 
                       ===========  ===========  ============== 
 

Risks

The Board considers strategic, financial and operational risks and identifies actions to mitigate those risks. Key risks and their mitigation were disclosed on pages 29 to 31 of the Annual Report for the year ended 30 September 2019.

We continue to manage a number of potential risks and uncertainties, including claims and disputes which are common to other similar businesses which could have a material impact on short and longer term performance. The Board remains focused on the outcome of a number of contract settlements on which there is a range of outcomes for the Group in terms of both cash flow and impact on the consolidated statement of comprehensive income.

The Group have implemented a clear procedure for ensuring that all of our premises have undertaken a comprehensive Risk Assessment in line with returning to work.

By adhering to Government Guidance and the steps we, as a responsible collective Group have proactively taken, we advocate that all our colleagues stay alert by:-

   --       Maintaining social distancing measures at all times - 2 metres apart where possible; 

-- Ensuring they thoroughly wash/clean their hands regularly - adequate hand washing facilities and/or sanitising products are made available to all colleagues;

   --       By agreement with Line Manager and HR Department, work from home where appropriate; 
   --       Limiting contact with other people, where at all possible; 
   --       Office rotas are in place to prevent too many people from being in small spaces; 
   --       Phased working time and/or hours; 
   --       One-way systems around our larger offices with different entry/exit points; 

-- Wearing a face covering when they are in an enclosed space where it is difficult to socially distance e.g., on public transport

Our Risk Assessments have been created in consultation with our colleagues and clearly establish the control measures we have put in place. Due to the nature of our organisation and its various geographical locations, each Business has undertaken this Risk Assessment in the desired format - however all assessments have been reviewed and approved by the Senior Management Teams and our SHEQ Managers.

Going Concern statement

The Directors acknowledge the Financial Reporting Council's 'Guidance on the going concern basis of accounting and reporting on solvency and liquidity risks' issued in April 2016. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review.

In assessing the Group and Company's ability to continue as a going concern, the Board reviews and approves the annual budget, three-year plan and a rolling 12 month forecast, including forecasts of cash flows, borrowing requirements and covenant headroom. The Board reviews the Group's sources of available funds and the level of headroom available against its committed borrowing facilities and associated covenants. The Group's financial forecasts, taking into account possible sensitivities in trading performance including the potential impact of Covid-19, indicate that the Group will be able to operate within the level of its committed borrowing facilities and within the requirements of the associated covenants for the foreseeable future. NatWest remains supportive of the Group and in December 2018, the Group renewed its banking facilities to provide an overdraft facility of GBP5,000,000 together with a revolving credit facility of GBP25,000,000, which runs to 31 January 2022. The Directors have a reasonable expectation that the Group and Company have adequate resources to continue their operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the Interim report.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 March 2020

 
 
                                                       Unaudited      Unaudited          Audited 
                                                      six months     six months       year ended 
                                                        ended 31       ended 31     30 September 
                                                      March 2020     March 2019             2019 
                                            Notes        GBP'000        GBP'000          GBP'000 
 
 
 Revenue                                      2          109,551        102,476          212,066 
 Cost of sales                                          (92,029)       (88,130)        (179,188) 
 
 Gross profit                                             17,522         14,346           32,878 
 
 Other operating expenses                               (13,736)       (11,622)         (23,953) 
 Share of results of joint venture                           146            371              429 
 
 Operating profit before exceptional 
  items and amortisation of acquisition 
  intangibles                                 2            3,932          3,095            9,354 
 Exceptional costs                            3                -              -            (225) 
 Amortisation of acquisition intangibles                   (800)        (1,367)          (2,735) 
                                                                                 --------------- 
 
 Operating profit                                          3,132          1,728            6,394 
 
 Finance expense                                           (614)          (609)          (1,051) 
 Investment income                                            39              -                - 
 
 Profit before tax from continuing 
  operations                                  2            2,557          1,119            5,343 
 
 Taxation                                     4            (498)          (218)          (1,154) 
 
 Profit for the period attributable 
  to the equity holders of the Group 
  from continuing operations                               2,059            901            4,189 
                                                   -------------  -------------  --------------- 
 Discontinued operations 
 Profit for the period from discontinued 
  operations                                                 128              -              848 
                                                   -------------  -------------  --------------- 
 Profit for the period attributable 
  to the equity holders of the Group                       2,187            901            5,037 
                                                   =============  =============  =============== 
 
 
 Earnings per share from continuing 
  operations 
 Basic                                 6   1.3p   0.6p   2.7p 
 Diluted                               6   1.3p   0.6p   2.6p 
                                          =====  =====  ===== 
 
 
 Earnings per share from continuing 
  operations and discontinued operations 
 Basic                                      6   1.4p   0.6p   3.2p 
 Diluted                                    6   1.4p   0.6p   3.2p 
                                               =====  =====  ===== 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 March 2020

 
 
                                                     Unaudited      Unaudited       Audited 
                                                      As at 31       As at 31      As at 30 
                                                    March 2020     March 2019     September 
                                                                                       2019 
                                          Notes        GBP'000        GBP'000       GBP'000 
 
 Non-current assets 
 Goodwill                                               42,357         42,406        42,357 
 Other intangible assets                                 1,416          3,701         2,171 
 Property, plant and equipment                           1,302          1,483         1,344 
 Right-of-use assets                        7            6,296              -             - 
 Interest in joint venture                                 614            675           732 
 Deferred tax asset                                        603            195           467 
                                                        52,588         48,460        47,071 
                                                 -------------  -------------  ------------ 
 Current assets 
 Inventories                                             3,276          3,034         3,059 
 Trade and other receivables                            45,015         45,846        42,068 
 Cash and cash equivalents                  9            6,273          1,407         2,452 
                                                 -------------  -------------  ------------ 
                                                        54,564         50,287        47,579 
                                                 -------------  -------------  ------------ 
 Total assets                                          107,152         98,747        94,650 
                                                 -------------  -------------  ------------ 
 
 Current liabilities 
 Trade and other payables                               40,045         38,902        36,698 
 Lease liabilities                          9            3,279             53            54 
 Provisions                                10              465          1,549           415 
 Income tax payable                                        634            192           242 
                                                 -------------  -------------  ------------ 
                                                        44,423         40,696        37,409 
                                                 -------------  -------------  ------------ 
 Net current assets                                     10,141          9,591        10,170 
                                                 -------------  -------------  ------------ 
 
 Non-current liabilities 
 Loans and borrowings                      8,9           9,810         14,199         9,755 
 Lease liabilities                          9            3,106             34             - 
 Provisions                                10            3,287          3,813         3,195 
                                                        16,203         18,046        12,950 
                                                 -------------  -------------  ------------ 
 Total liabilities                                      60,626         58,742        50,359 
                                                 -------------  -------------  ------------ 
 Net assets                                             46,526         40,005        44,291 
                                                 =============  =============  ============ 
 
 Equity 
 Called up share capital                                15,895         15,754        15,895 
 Share premium account                                  25,318         25,318        25,318 
 Share-based payment reserve                               586            776           538 
 Own shares                                              (290)          (290)         (290) 
 Merger reserve                                         20,067         20,067        20,067 
 Retained earnings                                    (15,050)       (21,620)      (17,237) 
 Equity attributable to equity holders 
  of the Group                                          46,526         40,005        44,291 
                                                 =============  =============  ============ 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 March 2020

 
                                                      Share-based 
                                              Share       payment 
                                  Share     premium       reserve     Own shares      Merger     Retained      Total 
                                capital     account                                  reserve     earnings     equity 
                                GBP'000     GBP'000       GBP'000        GBP'000     GBP'000      GBP'000    GBP'000 
 At 1 October 2017 
  (audited)                      15,753      25,314           776          (290)      20,067     (11,378)     50,242 
 
 Loss for the period                  -           -             -              -           -     (12,154)   (12,154) 
 At 31 March 2018 
  (unaudited)                    15,753      25,314           776          (290)      20,067     (23,532)     38,088 
 
 Profit for the period                -           -             -              -           -        1,799      1,799 
 Dividends paid (note 
  5)                                  -           -             -              -           -        (788)      (788) 
 At 30 September 2018 
  (audited)                      15,753      25,314           776          (290)      20,067     (22,521)     39,099 
                             ----------  ----------  ------------  -------------  ----------  -----------  --------- 
 
 Issue of shares (exercise 
  of options)                         1           4             -              -           -            -          5 
 Profit for the period                -           -             -              -           -          901        901 
                             ----------  ----------  ------------  -------------  ----------  -----------  --------- 
 At 31 March 2019 
  (unaudited)                    15,754      25,318           776          (290)      20,067     (21,620)     40,005 
                             ----------  ----------  ------------  -------------  ----------  -----------  --------- 
 
 Issue of shares (exercise 
  of options)                       141           -             -              -           -        (141)          - 
 Profit for the period                -           -             -              -           -        4,136      4,136 
 Dividends paid                       -           -             -              -           -        (394)      (394) 
 Share based payments                 -           -           544              -           -            -        544 
 Reserve transfer                     -           -         (782)              -           -          782          - 
                             ----------  ----------  ------------  -------------  ----------  -----------  --------- 
 At 30 September 2019 
  (audited)                      15,895      25,318           538          (290)      20,067     (17,237)     44,291 
                             ==========  ==========  ============  =============  ==========  ===========  ========= 
 
 
 Profit for the period         -        -     -       -        -      2,187    2,187 
 Share based payments          -        -    48       -        -          -       48 
 At 31 March 2020 
  (unaudited)             15,895   25,318   586   (290)   20,067   (15,050)   46,526 
                         =======  =======  ====  ======  =======  =========  ======= 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 31 March 2020

 
 
                                                        Unaudited      Unaudited          Audited 
                                                       six months     six months       year ended 
                                                         ended 31       ended 31     30 September 
                                                       March 2020     March 2019             2019 
                                                     (post IFRS16 
                                                      adjustment) 
                                           Notes          GBP'000        GBP'000          GBP'000 
 
 Cash flows from operating activities 
 Cash generated from / (used in) 
  operations                                11              6,292        (1,752)            5,539 
 Interest paid                                              (540)          (467)            (914) 
 Interest received                                             39              -                - 
 Taxation                                                   (242)            511             (34) 
 Net cash generated from / (used 
  in) operating activities                                  5,549        (1,708)            4,591 
                                                  ---------------  -------------  --------------- 
 
 Cash flows from investing activities 
 Receipt of deferred consideration 
  on prior period disposals                                   930            916              910 
 Purchase of property, plant and 
  equipment                                                 (283)          (334)            (631) 
 Purchase of intangible assets                              (232)          (300)            (403) 
 Sale of property, plant and equipment                          3             13               86 
 Net cash generated from / (used 
  in) investing activities                                    418            295             (38) 
                                                  ---------------  -------------  --------------- 
 
 Cash flows from financing activities 
 Proceeds from Issue of Shares                                  -              -                5 
 Dividend paid to shareholders                                  -              -            (394) 
 Proceeds from bank borrowings                                  -          1,500                - 
 Repayment of bank borrowings                                   -              -          (3,000) 
 Lease payments                                           (2,146)           (57)             (89) 
 Finance issue costs                                            -          (328)            (328) 
 Net cash (used in) / generated from 
  financing activities                                    (2,146)          1,115          (3,806) 
                                                  ---------------  -------------  --------------- 
 
 Net increase / (decrease) in cash 
  and cash equivalents                                      3,821          (298)              747 
 
 Cash and cash equivalents at beginning 
  of year                                                   2,452          1,705            1,705 
 
 Cash and cash equivalents at end 
  of year                                                   6,273          1,407            2,452 
                                                  ===============  =============  =============== 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended 31 March 2020

   1.   Basis of preparation 

The results presented in this report are unaudited and they have been prepared in accordance with the recognition and measurement of International Financial Reporting Standards (`IFRS') as adopted by the EU that are expected to be applicable to the financial statements for the year ending 30 September 2020 and on the basis of the accounting policies to be used in those financial statements. The figures for the year ended 30 September 2019 are extracted from the statutory accounts of the group for that period The condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements, being the statutory financial statements for Sureserve Group plc, as at 30 September 2019, which have been prepared in accordance with IFRS as adopted by the European Union.

The condensed consolidated financial statements for the six months ended 31 March 2020 do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 September 2019 have been approved by the Board of Directors and delivered to the Registrar of Companies. These accounts, which contained an unqualified audit report under Section 495, did not include a reference to any matters to which the auditor drew attention by way of emphasis of matter and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

Significant accounting policies

The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 30 September 2019, with the exception of those noted below;

IFRS 16

IFRS 16 'Leases' was issued in January 2016 and is effective for accounting periods beginning on or after 1 January 2019. It has been applied by the Group from 1 October 2019 under the modified retrospective approach, applying the short term and low value lease exemption.

Under IFRS 16, leases have been recognised as a lease liability and a right of use asset. These lease liabilities were measured at the present value of the remaining lease payments based on a range of values approximating the Group's incremental borrowing rate as at 1 October 2019 of 4.01%. The range that is being used is between 3.01% and 4.51% depending on the type of asset. The associated right of use assets for all leases were measured at the amount equal to the lease liability.

This has had a material impact on the Group's consolidated statement of financial position, as can be seen from the extract below:

 
 
                                                                            Unaudited 
                                                                           six months 
                                            Unaudited six months ended       ended 31 
                                                         31 March 2020     March 2019 
                                                   IFRS16 
                                    As reported    impact   Pre IFRS16 
                                        GBP'000   GBP'000      GBP'000        GBP'000 
 Right-of-use assets                      6,296     6,296            -              - 
 
 Lease liabilities (current)            (3,279)   (3,249)         (30)           (53) 
 
 Lease liabilities (non-current)        (3,106)   (3,106)            -           (34) 
 
 Income tax payable                       (634)        12        (646)          (192) 
 
 Net assets                              46,526      (47)       46,573         40,005 
                                   ============  ========  ===========  ============= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended 31 March 2020

   1.   Basis of preparation (continued) 

The effect on operating profit before exceptional and other items has increased by GBP0.1m. Lease payments are now reflected as a reduction in lease liabilities. Conversely there is an increase in depreciation and interest on lease obligations .

A reconciliation of EBITA and adjusted EBITA pre-IFRS16 to profit before tax for the period is provided below:

 
 
                                                                                Unaudited 
                                                                               six months 
                                                Unaudited six months ended       ended 31 
                                                             31 March 2020     March 2019 
                                                       IFRS16 
                                        As reported    impact   Pre IFRS16 
                                            GBP'000   GBP'000      GBP'000        GBP'000 
 Operating profit before exceptional 
  items and amortisation of 
  acquisition intangibles                     3,932        89        3,843          3,095 
 Amortisation of acquisition 
  intangibles                                 (800)         -        (800)        (1,367) 
 
 Operating profit                             3,132        89        3,043          1,728 
 
 Finance expense                              (614)     (148)        (466)          (609) 
 Investment income                               39         -           39              - 
 
 Profit before tax                            2,557      (59)        2,616          1,119 
                                       ============  ========  ===========  ============= 
 

Cash is unaffected by the adoption of IFRS16, but as noted on the extract of the Statement of Cash Flows below, cash generated from operating activities has increased being offset by a decrease in the cash used in financing activities:

 
 
                                                                              Unaudited 
                                                                             six months 
                                              Unaudited six months ended       ended 31 
                                                           31 March 2020     March 2019 
                                                     IFRS16 
                                      As reported    impact   Pre IFRS16 
                                          GBP'000   GBP'000      GBP'000        GBP'000 
 Net cash generated from / 
  (used in) operating activities            5,549     2,122        3,427        (1,708) 
 Net cash generated from investing 
  activities                                  418         -          418            295 
 Net cash (used in) / generated 
  from financing activities               (2,146)   (2,122)         (24)          1,115 
                                     ------------  --------  -----------  ------------- 
 Net increase / (decrease) 
  in cash and cash equivalents              3,821         -        3,821          (298) 
 
 Cash and cash equivalents 
  at beginning of year                      2,452         -        2,452          1,705 
 
 Cash and cash equivalents 
  at end of year                            6,273         -        6,273          1,407 
                                     ============  ========  ===========  ============= 
 

The debt covenants on the Group's borrowing facility will be unaffected by the application of IFRS16 as the covenant calculations are based on the accounting principles in place at the date the agreement was entered into.

Seasonality

The Group has seasonal influences in specific areas. The Compliance division experiences higher activity levels in Gas and Lift services in colder weather, leading to higher working capital requirements and lower profitability in winter, and the opposite in the summer. Within Energy Services it is not possible to render walls or use fixing glue at temperatures below three degrees centigrade, nor perform cladding work in high winds. As such, weather has an influence on this business, meaning that the Group has to plan to increase capacity during warmer and more settled periods to compensate for time lost during colder ones.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the six months ended 31 March 2020

   2.   Operating segments 

The Group's chief operating decision maker is considered to be the Board of Directors ('the Board'). The Group's operating segments are determined with reference to the information provided to the Board in order for it to allocate the Group's resources and to monitor the performance of the Group.

The Board has determined an operating management structure aligned around the two core activities of the Group, with the following operating segments applicable:

-- Compliance: focused on gas, fire, electrics, air, water and lifts where we contract predominantly under framework agreements. Services comprise the following:

   -      Installation, maintenance and repair-on-demand of gas appliances and central heating systems 
   -      Compliance services in the areas of fire protection and building electrics 
   -      Air and water hygiene solutions 
   -      Service, repair and installation of lifts 

-- Energy Services: we offer a range of services in the energy efficiency sector, including external, internal and cavity wall insulation, loft insulation, gas central heating, boiler upgrades and other renewable technologies. The services are offered under various energy saving initiatives including Energy Company Obligations ("ECO"), Green Deal and the Scottish Government's HEEPs ("Home Energy Efficiency Programme") Affordable Warmth programme. Clients include housing associations, social landlords, local authorities and private householders and we have trading relationships with all of the "big six" utility suppliers and many of the leading utility challengers. We also provide metering services involving the installation, servicing and administration of devices and associated data.

The accounting policies of the reportable segments are the same as those described in the accounting policies section.

All revenue and profit are derived from operations in the United Kingdom only.

The profit measure the Board used to evaluate performance is operating profit before exceptional items and other items, as outlined in Note 3 and on the face of the income statement.

The Group accounts for inter-segment trading on an arm's length basis. All inter-segment trading is eliminated on consolidation.

The following is an analysis of the Group's revenue and operating profit before exceptional items and amortisation of acquisition intangibles by reportable segment:

 
 
                                   Unaudited      Unaudited          Audited 
                                  six months     six months       year ended 
                                       ended          ended     30 September 
                                    31 March       31 March             2019 
                                        2020           2019 
                                     GBP'000        GBP'000          GBP'000 
   Revenue 
   Compliance                         73,351         65,743          133,051 
   Energy Services                    37,250         38,002           82,081 
   Total segment revenue             110,601        103,745          215,132 
   Inter-segment elimination         (1,050)        (1,269)          (3,066) 
                               -------------  -------------  --------------- 
   Total revenue                     109,551        102,476          212,066 
                               -------------  -------------  --------------- 
 

Reconciliation of operating profit before exceptional items and amortisation of acquisition intangibles to profit before taxation

 
 
                                                   Unaudited      Unaudited          Audited 
                                                  six months     six months       year ended 
                                                       ended          ended     30 September 
                                                    31 March       31 March             2019 
                                                        2020           2019 
                                                     GBP'000        GBP'000          GBP'000 
   Operating profit before exceptional 
    items and amortisation of acquisition 
    intangibles by segment 
   Compliance                                          3,701          2,640            8,470 
   Energy Services                                     1,926          1,896            4,341 
   Central                                           (1,695)        (1,441)          (3,457) 
                                               -------------  -------------  --------------- 
   Total operating profit before exceptional 
    items and amortisation of acquisition 
    intangibles                                        3,932          3,095            9,354 
   Exceptional costs                                       -              -            (225) 
   Amortisation of acquisition intangibles             (800)        (1,367)          (2,735) 
   Finance costs                                       (614)          (609)          (1,051) 
   Investment income                                      39              -                - 
   Profit before taxation from continuing 
    operations                                         2,557          1,119            5,343 
                                               =============  =============  =============== 
 

Only the Group consolidated statement of financial position is regularly reviewed by the chief operating decision maker and consequently no segment assets or liabilities are disclosed here under IFRS 8.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the six months ended 31 March 2020

   3.   Exceptional items 
 
 
                                  Unaudited        Unaudited           Audited 
                                 six months       six months        year ended 
                                   ended 31         ended 31      30 September 
                                 March 2020       March 2019              2019 
                                    GBP'000          GBP'000           GBP'000 
 
   Restructuring costs                     -                 -              225 
                             ---------------   ---------------  --------------- 
   Total exceptional costs                 -                 -              225 
                             ===============   ===============  =============== 
 

Exceptional items are considered non-trading because they are not part of the underlying trade of the Group.

   4.   Taxation 

The income tax charge for the six months ended 31 March 2020 is calculated based upon the effective tax rates expected to apply to the Group for the period of 19%.

   5.   Dividends 

The proposed final dividend for the year ended 30 September 2019 of 0.5 pence per share amounting to GBP0.8m and representing a total dividend of 0.5 pence for the full year (2018: 0.25 pence per share), was paid on 30 April 2020 to the shareholders on the register at the close of business on 31 January 2020.

   6.   Earnings per share 

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

 
 
                                                       Unaudited      Unaudited                Audited 
                                                      six months     six months             year ended 
                                                        ended 31          ended           30 September 
                                                      March 2020       31 March                   2019 
                                                                           2019 
                                                          Number         Number                 Number 
   Weighted average number of ordinary 
    shares for the purposes of basic earnings 
    per share                                        158,947,467    157,541,890            158,049,310 
 
   Diluted 
   Effect of dilutive potential ordinary 
    shares: 
   Share options                                       1,840,747        189,136                595,869 
                                                   -------------  -------------      ----------------- 
   Weighted average number of ordinary 
    shares for the purposes of diluted earnings 
    per share                                        160,788,214    157,731,026            158,645,179 
                                                   =============  =============      ================= 
 
   Earnings for the purpose of basic and 
    diluted earnings per share from continuing 
    operations being net earnings attributable 
    to the owners of the Company from continuing 
    operations (GBP'000)                                   2,059            901                4,189 
 
   Basic earnings per share from continuing 
    operations                                              1.3p           0.6p                   2.7p 
   Diluted earnings per share from continuing 
    operations                                              1.3p           0.6p                   2.6p 
 
   Earnings for the purpose of basic and 
    diluted earnings per share being net 
    profit after tax attributable to the 
    owners of the Company from continuing 
    and discontinued operations (GBP'000's)                2,187            901                  5,037 
 
   Basic earnings per share                                 1.4p           0.6p                   3.2p 
   Diluted earnings per share                               1.4p           0.6p                   3.2p 
                                                   =============  =============      ================= 
 
 

The number of shares in issue at 31 March 2020 was 158,947,467.

The weighted average number of Ordinary shares in issue during the year excludes those accounted for in the own shares reserve.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the six months ended 31 March 2020

   7.   Right-of-use assets 

On 1 October 2019 following adoption of the leasing standard IFRS16, assets in relation to leases which had previously been classified as operating leases were recognised, along with the reclassification of finance-leased assets held within tangible assets to right-of-use assets - see note 1 for details.

 
                              Right-of-use 
                                  property     Right-of-use 
                                    assets   motor vehicles    Total 
                                   GBP'000          GBP'000  GBP'000 
Cost 
At 30 September 2019                     -                -        - 
Change in accounting policy          3,159            5,171    8,330 
                              ------------  ---------------  ------- 
At 1 October 2019                    3,159            5,171    8,330 
Additions                                -              314      314 
Disposals                                -            (332)    (332) 
                              ------------  ---------------  ------- 
At 31 March 2020                     3,159            5,153    8,312 
                              ------------  ---------------  ------- 
 
Depreciation 
At 30 September 2019                     -                -        - 
Change in accounting policy              -                -        - 
                              ------------  ---------------  ------- 
At 1 October 2019                        -                -        - 
Charge for the year                    597            1,585    2,182 
Disposals                                -            (166)    (166) 
                              ------------  ---------------  ------- 
At 31 March 2020                       597            1,419    2,016 
                              ------------  ---------------  ------- 
 
Net book value 
At 31 March 2020                     2,562            3,734    6,296 
                              ============  ===============  ======= 
 
At 30 September 2019                     -                -        - 
                              ============  ===============  ======= 
 
   8.   Loans and borrowings 
 
                                          Unaudited   Unaudited         Audited 
                                                 31          31    30 September 
                                              March       March            2019 
                                               2020        2019 
                                            GBP'000     GBP'000         GBP'000 
   Bank loans and credit facilities at 
    amortised cost: 
   Current                                        -           -               - 
   Non-current                                9,810      14,199           9,755 
                                         ----------  ----------  -------------- 
                                              9,810      14,199           9,755 
 
   Maturity analysis of bank loans and 
    credit facilities falling due: 
   In one year or less, or on demand              -           -               - 
   Between one and two years                  9,810           -               - 
   Between two and five years                     -      14,199           9,755 
                                              9,810      14,199           9,755 
                                         ----------  ----------  -------------- 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the six months ended 31 March 2020

   9.   Net debt 
 
                                         Unaudited      Unaudited         Audited 
                                                31             31    30 September 
                                             March          March            2019 
                                              2020           2019 
                                           GBP'000        GBP'000         GBP'000 
   Cash and cash equivalents                 6,273          1,407           2,452 
   Bank loans and credit facilities        (9,810)       (14,199)         (9,755) 
   Finance lease obligations                     -           (87)            (54) 
                                      ------------  -------------  -------------- 
   Pre IFRS16 net debt                     (3,537)       (12,879)         (7,357) 
   Lease liabilities                       (6,385)              -               - 
                                      ------------  -------------  -------------- 
   Total net debt                          (9,922)       (12,879)         (7,357) 
                                      ============  =============  ============== 
 

10. Provisions

 
                                           Legal and 
                                               other 
                                             GBP'000 
    At 1 April 2019 (unaudited)                5,362 
    Additional provision                         172 
    Utilised in the period                   (1,924) 
    At 30 September 2019 (audited)             3,610 
    Additional provision                         237 
    Utilised in the period                      (95) 
                                           --------- 
    At 31 March 2020 (unaudited)               3,752 
                                           ========= 
 
    Current provisions                           465 
                                           ========= 
 
    Non-current provisions                     3,287 
                                           ========= 
 

Legal and other

Other costs relate to property dilapidation obligations, potential contract settlement costs and other potential legal settlement costs. These are expected to result in an outflow of economic benefit over the next one to three years.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the six months ended 31 March 2020

11. Cash used in operations

 
                                                                                Using consistent accounting 
                                                                                                   policies 
                                                                                                    Audited 
                                                   Unaudited       Unaudited      Unaudited      year ended 
                                                  six months      six months     six months    30 September 
                                                    ended 31        ended 31       ended 31            2019 
                                                  March 2020      March 2020     March 2019 
                                                (post IFRS16     (pre IFRS16 
                                                 adjustment)     adjustment) 
                                                     GBP'000         GBP'000        GBP'000         GBP'000 
   Operating profit                                    3,132           3,043          1,728           6,394 
   Adjustments for: 
   Depreciation                                        2,515             333            327             693 
   Amortisation of intangible assets                     978             978          1,524           3,159 
   Share-based payments                                   48              48              -             544 
   Profit on disposal of property, 
    plant and equipment                                  (3)             (3)           (13)            (40) 
   Changes in working capital: 
   Inventories                                         (240)           (240)          1,188           1,157 
   Trade and other receivables                       (3,455)         (3,455)        (3,976)             199 
   Trade and other payables                            3,175           3,176          (197)         (2,491) 
   Provisions                                            142             142        (2,333)         (4,076) 
                                                       6,292           4,022        (1,752)           5,539 
   Cash generated from / (used in) 
    operations                                             2               2 
                                             ---------------  --------------  -------------  -------------- 
 
   Adjusted operating cash conversion 
    calculation 
   Cash generated from / (used in) 
    operations                                         6,292           4,022        (1,752)           5,539 
   Impact of exceptional and other 
    costs in the period                                (656)           (656)          3,331           4,364 
   Adjusted cash generated from operations             5,636           3,366          1,579           9,903 
 
   Operating profit before exceptional 
    items and amortisation of acquisition 
    intangibles                                        3,932           3,843          3,095           9,354 
 
   Operating cash conversion %                          143%             88%            51%            106% 
                                             ---------------  --------------  -------------  -------------- 
 
   Statutory operating cash conversion 
    calculation 
   Cash generated from / (used in) 
    operations                                         6,292           4,022        (1,752)           5,539 
   Operating profit before exceptional 
    items and amortisation of acquisition 
    intangibles                                        3,932           3,843          3,095           9,354 
                                             ---------------  --------------  -------------  -------------- 
   Statutory operating cash conversion 
    %                                                   160%            105%          (57%)             59% 
                                                              -------------- 
 
 

12. Related party transactions

There have been no material changes to the related party balances disclosed in the Group's Annual Report and Accounts 2019 and there have been no related party transactions that have materially affected the financial position or performance of the Group in the six months to 31 March 2020.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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(END) Dow Jones Newswires

May 27, 2020 02:00 ET (06:00 GMT)

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