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Half Yearly Report

27 May 2011 12:08

RNS Number : 4446H
Formation Group PLC
27 May 2011
 



Formation Group PLC ("Formation" or "the Group")

 

Interim Results for the Six Months ended 28 February 2011

 

27 May 2011

 

The Group is pleased to announce its interim results for the six months ended 28 February 2011. Formation Group is now predominately a property development and management company providing professional services to its clients within this sector. These services include property development and construction management.

 

HIGHLIGHTS

 

·; Revenue from continuing operations of £2.34 million (2010: £1.36m).

·; Operating loss from continuing operations of £0.185 million (2010: £0.87m loss).

·; The Group continues to trade in line with management's expectations and the board remains confident of the Group's prospects for the remainder of the year.

·; Cash position as at 28 February 2011 £0.405 million (31 August 2010 £0.286m).

 

 

Enquiries:

Formation Group Plc:

 

David Kennedy; Chief Executive Officer - 020 7920 7590

 

NOMAD to Formation Group Plc:

 

Zeus Capital Limited - Ross Andrews / Tom Rowley - 0161 831 1512

 

 

 

 

Chairman's Statement

 

I am pleased to report the Group's results for the six months ended 28 February 2011.

 

The last 6 month period has seen the implementation of the reorganisation plan, with the sale of the loss making wealth management businesses previously announced and a cost reduction program relocating the Group's head office to the Formation Design and Build offices in London. The Group is now focused on property development and construction management services.

 

Following the announcement of 28 February 2011, the developer has confirmed that contracts have been exchanged on the remaining residential units of the Whitechapel development. The Directors believe that the successful completion of this transaction will result in the release of the guarantee provided by Formation Group Plc.

 

I am pleased to confirm that a satisfactory agreement was reached regarding the Administration Order in relation to Heritable Bank, first detailed within our preliminary announcement in November 2008, which resulted in uncertainty over a contingent underwriting liability. The Group's current maximum liability under this arrangement is £11.6 m. We own 36% of J V Finance Ventures Limited having invested into a joint venture as previously disclosed. We have recognised the value of this asset in the balance sheet at cost and I can report that negotiations are progressing regarding the No.1 Commercial Street (Aldgate East) development which if completed would extinguish the contingent liability.

 

Despite the general economic pressures prevailing at this time the board remains confident of the Group's prospects for the future. The board believes that it is necessary to focus on organic growth, ahead of that afforded through potential debt funded acquisitions at this time, but as the economy recovers the strategy will be revisited.

 

 

Charles Green

Non-Executive Chairman

27 May 2011

 

 

 

 

 

 

 

 

 

Chief Executive Officer's Report

 

Revenue for the period was £2.34 million from continuing operations (2010:£1.36 million) and operating losses from continuing operations were £0.185 million (2010:£0.87 million loss).

 

In line with the Group's current dividend policy, no interim dividend is being declared. However the Directors will review the position at the time of the Preliminary results for the year ending 31 August 2011.

 

Formation Design & Build Limited

 

The company has instigated various cost cutting measures including redundancies over the past two years in response to the decline in market conditions and in particular the property market to which it remains exposed. Heritable Bank's demise and its consequences as reported in previous years have continued to impact the company's profitability this year.

 

The company retains a strong base of personnel which will enable it to grow as new developments and project management appointments occur.

 

Proactive Sports Management Limited

 

The Group acquired Proactive Sports Management Limited (a previously owned company), primarily to assist in the conduct of its ongoing sports related litigation cases. The company manages various sports related personnel. The ultimate intention is to withdraw from this business at the earliest possible opportunity.

 

F G (Bristol) Limited

 

This project has been completed on time and within budget. The Directors are now awaiting instructions from the project's funders regarding future sales or rentals of this project.

 

F G (Bradford) Limited

 

This project remains on budget and on time with completion projected at July 2011.

 

Risks and Uncertainties

 

It is important to the Board that we continue to provide all our shareholders with a balanced view of the business including its risks and uncertainties.

 

We have disclosed the material challenges we face in our 2010 year end accounts. Whilst no business is immune to the vagaries of the current economic climate, our business has continued reason to be cautiously optimistic. The situation arising out of the demise of Heritable Bank and its impact on No 1 Commercial Street (Aldgate East) has cast uncertainties over our business. We however remain optimistic having financially contributed as part of a joint venture agreement in December 2009, which secured the site's release, and settlement with the various creditors to the project that the future development of this site now looks more certain.

 

As a business we are sensitive to the economic climate and its impact on the property market. We constantly monitor this position and are capable of reacting with speed in order to mitigate our exposure, through overhead and staff cost savings as necessary, whilst always maintaining a strong nucleus.

 

 

 

 

 

 

Outlook

 

There have been many changes in the group structure over the recent past. We are now a project management and property based company. The future for this market is looking more positive than that of recent years. We will continue to grow and evolve the business, with a clear view on its needs and our ability to prosper. Extracting the underlying shareholder value that lies within the Group is our foremost desire.

 

We have a cautiously optimistic view for the future borne out by:

 

(i) Incomes anticipated over coming months from various sports related litigation cases that have been funded to date; and

(ii) Discussions regarding Aldgate are at an advanced stage. The Directors remain confident that an agreement can be reached shortly. This occurrence coupled with new contracts being sourced is key to the Group's survival.

 

 

David Kennedy

Chief Executive Officer

27 May 2011

 

The interim accounts will be published on the company's website www.formationgroupplc.com

 

 

Consolidated income statement

For the six months ended 28 February 2011

 

6 months ended

6 months ended

Year ended

28 Feb. 2011

29 Feb. 2010

31 Aug. 2010

Note

(Unaudited)

(Unaudited)

(Audited)

£'000

£'000

£'000

Continuing operations

Revenue

2

2,341

1,358

2,248

Cost of sales

(1,724)

(137)

(311)

Gross profit

617

1,221

1,937

Administrative expenses

(802)

(2,087)

(3,011)

Operating loss from continuing operations

2

(185)

(866)

(1,074)

Investment income

-

26

-

Finance costs

-

(142)

(104)

Loss before taxation and exceptional items

(185)

(982)

(1,178)

Exceptional Items

7

-

3,399

3,675

Profit before taxation

(185)

2,417

2,497

Taxation

4

-

275

7

Profit for the financial period from continuing operations

(185)

2,692

2,504

Discontinued operations

Loss for the financial period from discontinued operations

3

(102)

(162)

(1,127)

(Loss) / profit for the financial period

(287)

2,530

1,377

Attributable to:

Owners of parent

(287)

2,530

1,377

Minority interests

-

-

-

(287)

2,530

1,377

 

 

Earnings per share

From continuing operations

Basic

5

(0.09p)

1.22p

1.22p

Diluted

5

(0.09p)

1.22p

1.22p

From discontinued operations

Basic

5

(0.05p)

(0.07p)

(0.55p)

Diluted

5

(0.05p)

(0.07p)

(0.55p)

From continuing and discontinued operations

Basic

5

(0.14p)

1.15p

0.67p

Diluted

5

(0.14p)

1.15p

0.67p

 

A separate consolidated statement of comprehensive income has not been presented as there are no items to be recognised within it.

 

 

 

 

 

 

 

 

 

Consolidated statement of financial position

As at 28 February 2011

 

 

28 Feb. 2011

28 Feb. 2010

31 Aug. 2010

(Unaudited)

(Unaudited)

(Audited)

£'000

£'000

£'000

Non-current assets

Goodwill

10,825

10,805

10,825

Other intangible assets

3

3

3

Property, plant and equipment

22

54

36

Non-current financial assets

-

-

-

Investments accounted for using the equity method

6,768

4,743

6,768

Deferred tax asset

-

208

-

17,618

15,813

17,632

Current assets

Inventories

2,643

-

1,826

Trade and other receivables

1,131

2,548

2,035

Cash and cash equivalents

405

2,446

286

4,179

4,994

4,147

Total assets

21,797

20,807

21,779

Current liabilities

Trade and other payables

(1,220)

(2,347)

(2,190)

Current income tax liabilities

(338)

-

(343)

Bank overdrafts and loan

(3,219)

-

(1,939)

(4,777)

(2,347)

(4,472)

Net current (liabilities) / assets

(598)

2,647

(325)

Total liabilities

(4,777)

(2,347)

(4,472)

Net assets

17,020

18,460

17,307

Equity

Share capital

2,205

2,205

2,205

Share premium account

2,106

2,106

2,106

Treasury shares

(602)

(602)

(602)

Capital redemption reserve

61

61

61

Merger reserve

11,265

11,265

11,265

Currency reserve

-

94

-

Share option reserve

22

63

22

Retained earnings

1,963

3,268

2,250

Total equity attributable to the owners of the parent

 

 

17,020

18,460

17,307

Total equity

17,020

18,460

17,307

 

 

 

 

 

 

 

Consolidated statement of changes in equity

For the six months ended 28 February 2011

 

 

Called up

 share

capital

Share premium

account

 

Treasury shares

Capital

redemption

reserve

 

Merger reserve

Share option reserve

 

Currency reserve

 

Retained

earnings

 

Total

equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 September 2009

2,205

2,106

(602)

61

11,265

55

94

738

15,922

Share based payment charge

-

-

-

-

-

8

-

-

8

Transactions with owners

-

-

-

-

-

8

-

-

8

 

Profit for the financial period

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

2,530

 

2,530

 

Other comprehensive income

Exchange differences on translating foreign operations

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total comprehensive income for the year

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

2,530

 

2,530

Balance at 28 February 2010

2,205

2,106

(602)

61

11,265

63

94

3,268

18,460

Transfer to retained earnings

-

-

-

-

-

(41)

-

41

-

Transactions with owners

-

-

-

-

-

(41)

-

41

-

 

Loss for the financial period

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,153)

 

(1.153)

 

Other comprehensive income

Exchange differences on translating foreign operations

 

-

 

-

 

-

 

-

 

-

 

-

 

(94)

 

94

 

-

Total comprehensive income for the year

 

-

 

-

 

-

 

-

 

-

 

-

 

(94)

 

94

 

-

Balance at 31 August 2010

2,205

2,106

(602)

61

11,265

22

-

2,250

17,307

Transactions with owners

-

-

-

-

-

-

-

-

-

 

Profit for the financial period

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(287)

 

(287)

 

Other comprehensive income

Total comprehensive income for the year

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Balance at 28 February 2011

2,205

2,106

(602)

61

11,265

22

-

1,963

17,020

 

 

 

 

 

 

 

 

 

 

Consolidated statement of cash flows

For the six months ended 28 February 2011

 

6 months ended

6 months ended

Year ended

28 Feb. 2011

28 Feb. 2010

31 Aug. 2010

Note

(Unaudited)

(Unaudited)

(Audited)

£'000

£'000

£'000

Operating activities

Cash generated by operations

6

(1,156)

(1,758)

(4,129)

Income taxes paid

(5)

(316)

(223)

Interest paid

-

(142)

(104)

Net cash outflow from operating activities

(1,161)

(2,216)

(4,456)

Investing activities

Interest received

-

26

-

Proceeds on disposal of property, plant and equipment

-

-

6

Purchases of property, plant and equipment

-

-

(52)

Deferred consideration paid

-

-

250

Purchase of Investments

-

(3,500)

(5,545)

Net cash used in investing activities

-

(3,474)

(5,341)

Financing activities

New loans

1,280

-

1,939

Loan repayments

-

(7,010)

(7,010)

Net cash generated / (used in) by financing activities

1,280

(7,010)

(5,071)

Net increase / (decrease) in cash and cash equivalents

119

(12,700)

(14,868)

Cash and cash equivalents at the beginning of the period

286

15,154

15,154

Effect of foreign exchange rate changes

-

(8)

-

Cash and cash equivalents at end of the period

405

2,446

286

 

 

 

 

 

 

 

Notes to the Interim Information

For the six months ended 28 February 2011

 

1.Basis of preparation

 

The financial information set out in this interim report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The group's statutory financial statements for the year ended 31 August 2010, prepared under IFRS, have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.The interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) and on the same basis and using the same accounting policies as used in the financial statements for the year ended 31 August 2010. The interim financial statements have not been audited or reviewed in accordance with the International Standard on Review Engagement 2410 issued by the Auditing Practices Board.

 

2. Segment information

 

6 months ended

6 months ended

Year ended

28 Feb. 2011

28 Feb. 2010

31 Aug. 2010

(Unaudited)

(Unaudited)

(Audited)

Revenue

Loss

Revenue

Profit

Revenue

Profit from

From continuing

from continuing

continuing

operations

operations

operations

£'000

£'000

£'000

£'000

£'000

£'000

By class of business:

Management services

75

(65)

-

-

66

36

Professional services

2,266

206

1,358

229

2,182

410

2,341

141

1,358

229

2,248

446

Unallocated corporate expenses

(326)

(1,095)

(1,520)

Operating loss from continuing operations

(185)

(866)

(1,074)

 

 

3. Discontinued operations

 

The results of the discontinued operations which have been included in the consolidated income statement, were as follows:

 

6 months ended

6 months ended

Year ended

28 Feb. 2011

28 Feb. 2010

31 Aug. 2010

(Unaudited)

(Unaudited)

(Audited)

£'000

£'000

£'000

Profit / (loss) from discontinued operations

21

(162)

(1,127)

Attributable tax expense

-

-

-

Profit / (loss) from discontinued operations

21

(162)

(1,127)

Loss on disposal of discontinued operations

(123)

-

-

Loss attributable to discontinued operations

(102)

(162)

(1,127)

 

4. Taxation

 

A tax has not been recognised as the reversal of tax losses is uncertain.

 

 

 

Notes to the Interim Information

For the six months ended 28 February 2011

 

5. Earnings per share

 

Earnings per share are based on the following profits and numbers of shares:

 

6 months ended

6 months ended

Year ended

28 Feb. 2010

28 Feb. 2010

31 Aug. 2010

(Unaudited)

(Unaudited)

(Audited)

£'000

£'000

£'000

Profit for the period:

Basic and diluted earnings - continuing operations

(185)

2,692

2,504

Basic and diluted earnings - discontinued operations

(102)

(162)

(1,127)

Basic and diluted earnings - continuing and discontinued operations

(287)

2,530

1,377

Number of

Number of

Number of

shares

shares

Shares

'000

'000

'000

Weighted average number of shares:

Basic

204,533

220,515

204,533

Diluted

204,533

220,515

204,533

 

 

6. Reconciliation of profit from operations to net cash from operations

 

6 months ended

6 months ended

Year ended

28 Feb. 2011

28 Feb. 2010

31 Aug. 2010

(Unaudited)

(Unaudited)

(Audited)

£'000

£'000

£'000

Operating (loss) / profit for the year from continuing operations

(185)

(866)

(1,074)

Operating loss from disposal of discontinued operations

(102)

(162)

(861)

Taxation

-

-

-

Investment income

-

(26)

-

Depreciation of property, plant and equipment

14

19

83

Share option charge

-

8

8

Operating cash flows before movements in working capital

(273)

(1,027)

(1,844)

(Increase) / decrease in inventories

(817)

22

(1,804)

Decrease / (increase) in receivables

904

(408)

2,287

Decrease in payables

(970)

(345)

(2,768)

Cash used in by operations

(1,156)

(1,758)

(4,129)

 

 

 

 

 

 

 

Notes to the Interim Information

For the six months ended 28 February 2011

 

7. Exceptional Items

 

In 2010 the amount due from Julius Properties Limited was received and the provision made in 31 August 2009 was reversed.

 

 

6 months ended

6 months ended

Year ended

28 Feb. 2011

28 Feb. 2010

31 Aug. 2010

(Unaudited)

(Unaudited)

(Audited)

£'000

£'000

£'000

Negative Goodwill on acquisition of Proactive Sports Management Ltd

-

-

228

Fair value adjustment of trade receivable

-

3,399

3,447

-

3,399

3,675

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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