Last checked at 22 Nov 2013 07:00
Jaywing plc
Interim Results 2013/2014
Jaywing plc (AIM: JWNG) today announced its interim results for the six months ended 30 September 2013.
Performance Highlights
· Gross profit £16.3m; (2012: £14.7m)
· EBITDA* before other income £1.66m; (2012: £1.31m)
· Net debt £1.8m; (2012: £1.4m); undrawn banking facilities of £2.1million
· Adjusted basic earnings per share 1.05 pence; (2012: 0.88 pence)
· Adjusted diluted earnings per share 1.01 pence (2012: 0.83 pence)
*Before amortisation, share based charges, impairment and exceptional items
Commenting on the results, Andrew Wilson, Chairman of Jaywing plc, said:
"As the Group continues its restructuring and repositioning I am pleased to report a stable underlying operating performance from continuing operations. The disposal of our e-Commerce arm positions us well for strategic investment in the coming period and we remain on plan in our efforts to turnaround the business."
Enquiries:
Jaywing plc | |
Michael Sprot (Company Secretary) | Tel: 0114 281 1200
|
Cenkos Securities plc | |
Nicholas Wells/Ivonne Cantu (Nomad) | Tel: 020 7397 8900 |
INTERIM RESULTS
In what continues to be a relatively flat economic environment, the Group's performance for the first half of the financial year has been marginally above budget and shows an improvement in overall EBITDA to £1.7m (2012: £1.3m).
The Group has continued its repositioning, changing its name early in this period of trading to avoid legal distractions and consolidating into the wholly owned name of Jaywing. It continues to operate in two divisions of Agency (Brand, Digital Marketing and Contact) and Consulting. In addition, shortly after the end of the first half year, the plc completed the sale of the e-commerce arm, Tryzens Limited, for a total transaction value of £6.0 million in cash. The funds were provided by Scottish Equity Partners to allow for the acquisition of the total share capital of Tryzens through a management buyout.
The Agency side of the business has recovered well from a difficult prior year with EBITDA of £1.4m (2012: £0.6m). The integration of Iris Associates into the Brand Communications team is now complete and its success is reflected in the improved operating performance of this part of the business.
Consulting's profits have fallen marginally to £1.5m (2012: £1.6m). Underlying figures for the continuing part of the business post Tryzens disposal show a more marked decline within Consulting to £0.9m (2012: £1.7m); this reflects the planned completion of a substantial consultancy engagement supporting a Financial Services client. Total EBITDA for the continuing business after central costs is £1.1m (2013 H1: £1.4m and 2013 H2: £1.1m)
Continuing business EBITDA
6 months to 30 September 2012 | 6 months to 31 March 2013 | 6 months to 30 September 2013 | |
£'000 | £'000 | £'000 | |
Revenue | 12,954 | 13,923 | 13,204 |
Direct costs | (2,542) | (3,698) | (2,805) |
Gross profit | 10,412 | 10,225 | 10,399 |
Operating expenses excluding depreciation, amortisation, exceptional items, acquisition costs and charges for share based payments | (8,971) | (9,136) | (9,305) |
Operating profit before depreciation, amortisation, exceptional items, acquisition costs and charges for share based payments | 1,441 | 1,089 | 1,094 |
Overall, the sale of Tryzens has meant a post-tax statutory loss of £4.6m (following the recognition of £4.8m of losses relating to measurement to fair value).
The interim results also benefit from a further distribution from the administrator of a client of £170k (2012: £567k). A further dividend is expected in H2.
Underlying net debt at 30 September 2013 was £1.8m, down from £2.3m in March 2013 (2012: £1.4m) and cash receipts for Tryzens transform this position to a positive cash balance of £3.6m.
The first half of the year has seen stable underlying operating performance in line with our budgets. The further changes that have been made in the operating structure continue to place the company on a firmer footing in its core business area of Marketing services. The disposal of Tryzens has positioned us well to invest in areas of closer strategic fit and concentrate on our core proposition.
Andrew Wilson
Chairman
21 November 2013
Consolidated interim statement of comprehensive income (unaudited)
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
Note | £'000 | £'000 | £'000 | |
Revenue | 4 | 13,204 | 12,954 | 26,877 |
Direct costs | (2,805) | (2,542) | (6,240) | |
Gross profit | 10,399 | 10,412 | 20,637 | |
Other operating income | 170 | 567 | 738 | |
Amortisation | (733) | (669) | (1,402) | |
Operating expenses | (9,785) | (9,263) | (18,753) | |
Operating profit | 51 | 1,047 | 1,220 | |
Finance income | - | 1 | 1 | |
Finance costs | (35) | (131) | (205) | |
Net financing costs | (35) | (130) | (204) | |
Profit before tax | 16 | 917 | 1,016 | |
Tax expense |
| (39) | (192) | (425) |
(Loss) / profit for the period from continuing operations | (23) | 725 | 591 | |
Profit / (loss) for the period from discontinued operations | 10 | 256 | (268) | 42 |
Loss on measurement to fair value less costs to sell of discontinued operation | 10 | (4,847) | - | - |
(Loss) / profit for the period attributable to the equity holders of the parent | (4,614) | 457 | 633 | |
Other comprehensive income: | ||||
Items that will be reclassified subsequently to profit or loss | ||||
Cash flow hedging | - | 51 | 52 | |
(Loss) and total comprehensive income | (4,614) | 508 | 685 | |
(Loss) / earnings per ordinary share | 6 | |||
Basic earnings per share | ||||
- (Loss) / earnings from continuing operations | (0.03p) | 0.97p | 0.79p | |
- (Loss) / earnings from discontinued operations | (6.16p) | (0.36p) | 0.06p | |
(6.19p) | 0.61p | 0.85p | ||
Diluted earnings per share | ||||
- (Loss) / earnings from continuing operations | (0.03p) | 0.92p | 0.76p | |
- (Loss) / earnings from discontinued operations | (5.94p) | (0.34p) | 0.06p | |
(5.97p) | 0.58p | 0.82p | ||
Consolidated interim balance sheet (unaudited)
30 Sept 2013 | 30 Sept 2012 | 31 March 2013 | ||
Note | £'000 | £'000 | £'000 | |
Assets | ||||
Non-current assets | ||||
Property, plant and equipment | 336 | 431 | 384 | |
Goodwill | 24,621 | 24,621 | 24,621 | |
Other intangible assets | 5,487 | 5,670 | 6,219 | |
30,444 | 30,722 | 31,224 | ||
Current assets | ||||
Inventories | - | 20 | - | |
Trade and other receivables | 6,612 | 5,636 | 6,649 | |
Cash and cash equivalents | 1 | 542 | 1 | |
Assets included in disposal group classified as held for sale | 8,041 | 12,586 | 12,572 | |
14,654 | 18,784 | 19,222 | ||
Total assets | 45,098 | 49,506 | 50,446 | |
Liabilities | ||||
Current liabilities | ||||
Bank overdraft | (1,374) | - | (960) | |
Other interest bearing loans and borrowings | 7 | (500) | (1,700) | (1,500) |
Trade and other payables | (3,339) | (2,617) | (3,260) | |
Tax payable | (540) | (899) | (656) | |
Provisions | - | (40) | - | |
(5,753) | (5,256) | (6,376) | ||
Non-current liabilities | ||||
Deferred tax liabilities | (1,261) | (1,358) | (1,429) | |
Liabilities included in disposal group classified as held for sale | 10 | (4,245) | (4,511) | (4,188) |
(5,506) | (5,869) | (5,617) | ||
Total liabilities | (11,259) | (11,125) | (11,993) | |
Net assets | 33,839 | 38,381 | 38,453 | |
Equity | ||||
Capital and reserves attributable to equity holders of the company | ||||
Share capital | 34,051 | 34,051 | 34,051 | |
Share premium account | 6,608 | 6,608 | 6,608 | |
Capital redemption reserve | 125 | 125 | 125 | |
Shares purchased for treasury | (25) | (25) | (25) | |
Share option reserve | 137 | 207 | 137 | |
Retained earnings | (7,057) | (2,585) | (2,443) | |
Total equity | 33,839 | 38,381 | 38,453 |
Consolidated interim cash flow statement (unaudited)
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
Note | £'000 | £'000 | £'000 | |
Cash flow from operating activities | ||||
(Loss) / profit for the period | (4,614) | 457 | 633 | |
Adjustment for: | ||||
Depreciation, amortisation and impairment | 5,931 | 1,031 | 2,164 | |
(Profit) / loss on disposal of property, plant and equipment | - | (9) | 4 | |
Movement in provisions | - | (76) | (11) | |
Finance income | - | (1) | (6) | |
Finance costs | 35 | 131 | 205 | |
Share based payment expense | - | 146 | (8) | |
Taxation | 116 | 108 | 399 | |
Operating cash flow before changes in working capital | 1,468 | 1,787 | 3,380 | |
Increase in trade and other receivables | (591) | (386) | (1,000) | |
Decrease in inventories | - | 61 | 81 | |
Increase in trade and other payables | 55 | 149 | 518 | |
Cash generated from operations | 932 | 1,611 | 2,979 | |
Interest received | - | 1 | 6 | |
Interest paid | (35) | (122) | (203) | |
Tax paid | (314) | - | (976) | |
Net cash flow from operating activities | 583 | 1,490 | 1,806 | |
Cash flows from investing activities | ||||
Acquisition of subsidiary Iris net of cash acquired | - | - | (1,080) | |
Acquisition of property, plant and equipment | (93) | (411) | (546) | |
Proceeds from disposal of property, plant and equipment | - | 687 | 677 | |
Net cash (outflow) / inflow from investing activities | (93) | 276 | (949) | |
Cash flows from financing activities | ||||
Repayment of borrowings | (1,000) | (1,300) | (1,500) | |
Net cash outflow from financing activities | (1,000) | (1,300) | (1,500) | |
Net (decrease) / increase in cash, cash equivalents and bank overdrafts | (510) | 466 | (643) | |
Cash and cash equivalents at beginning of period | (815) | (172) | (172) | |
Cash and cash equivalents at end of period | (1,325) | 294 | (815) | |
Cash and cash equivalents comprise: | ||||
Cash at bank and in hand | 1 | 294 | 1 | |
Bank overdrafts | 7 | (1,326) | - | (816) |
Cash and cash equivalents at end of period | (1,325) | 294 | (815) | |
Included in continuing operations | (1,373) | 542 | (959) | |
Included in disposal group | 48 | (248) | 144 | |
(1,325) | 294 | (815) | ||
Consolidated interim statement of changes in equity (unaudited)
Share capital | Share premium account | Hedging reserve | Capital redemption reserve | Treasury Shares | Share option reserve | Retained earnings | Total equity | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 31 March 2012 | 34,051 | 6,608 | (52) | 125 | (25) | 207 | (3,170) | 37,744 |
Credit in respect of share based payments | - | - | - | - | - | - | 128 | 128 |
Transactions with owners | - | - | - | - | - | - | 128 | 128 |
Profit for the period | 457 | 457 | ||||||
Other comprehensive income: | ||||||||
Cash flow hedges | - | - | 52 | - | - | - | - | 52 |
Total comprehensive income for the period | - | - | 52 | - | - | - | 457 | 509 |
Balance at 30 September 2012 | 34,051 | 6,608 | - | 125 | (25) | 207 | (2,585) | 38,381 |
Allotment of shares from Treasury on the exercise of options | ||||||||
Credit in respect of share based payments | - | - | - | - | - | - | (104) | (104) |
Transfer from share option reserve | - | - | - | - | - | (70) | 70 | - |
Transactions with owners | - | - | - | - | - | (70) | (34) | (104) |
Profit for the period | - | - | - | - | - | - | 176 | 176 |
Total comprehensive income for the period | - | - | - | - | - | - | 176 | 176 |
Balance at 31 March 2013 | 34,051 | 6,608 | - | 125 | (25) | 137 | (2,443) | 38,453 |
Profit for the period | - | - | - | - | - | - | (4,614) | (4,614) |
Total comprehensive income for the period | - | - | - | - | - | - | (4,614) | (4,614) |
Balance at 30 September 2013 | 34,051 | 6,608 | - | 125 | (25) | 137 | (7,057) | 33,839 |
1. General Information
Jaywing plc (the "Company") is incorporated and domiciled in the United Kingdom. The Company is listed on the AIM market of the London Stock Exchange. The registered address is Players House, 300 Attercliffe Common, Sheffield, S9 2AG.
The interim financial information was approved for issue on 21 November 2013. .
2. Basis of preparation
The consolidated interim financial statements for the six months ended 30 September 2013 have been prepared in accordance with applicable accounting standards and under the historical cost convention except for certain financial instruments that are carried at fair value.
The financial information for the year ended 31 March 2013 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 March 2013 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain statements under Section 498 (2) or Section 498 (3) of the Companies Act 2006.
The consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 March 2013, which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
3. Accounting policies
Except as described below, the principal accounting policies of Jaywing plc and its subsidiaries ("the Group") are consistent with those set out in the Group's 2013 annual report and financial statements.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
The following standards and interpretations of relevance to the Group have been issued but are not yet effective and have not been adopted by the Group:
· IFRS 9 Financial Instruments (effective 1 January 2015)
· IFRS 10 Consolidated Financial Statements (effective 1 January 2014)
· IFRS 11 Joint Arrangements (effective 1 January 2014)
· IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2014)
· IAS 27 (Revised), Separate Financial Statements (effective 1 January 2014)
· IAS 28 (Revised), Investments in Associates and Joint Ventures (effective 1 January 2014)
These standards and interpretations are not expected to have any significant impact on the Group's financial statements.
Other standards and interpretations in issue but not yet effective are not considered to have any relevance to the Group.
4. Segment information (unaudited)
The Group reports its business activities in two areas: Agency Services and Consulting being its two primary business activities. Unallocated represents the Group's head office function, along with intragroup transactions.
Total assets exclude intangible assets, cash and external borrowings which have not been allocated to operating segments.
All the Group's activities are carried out within the UK. During the period one customer included within the Consulting segment accounted for greater than 10% of the Group's revenue. This customer accounted for 10.6% (2012: 19.1%) of total Group revenue.
4. Segment information (unaudited) (continued)
Six months ended 30 September 2013 | ||||||
Agency Services | Consulting | Unallocated | Continuing Group | Disposal Group | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Revenue | 9,491 | 4,455 | (742) | 13,204 | 7,382 | 20,586 |
Direct costs | (2,185) | (1,362) | 742 | (2,805) | (1,439) | (4,244) |
Gross profit | 7,306 | 3,093 | - | 10,399 | 5,943 | 16,342 |
Operating expenses excluding depreciation, amortisation, exceptional items, acquisition costs and charges for share based payments | (5,938) | (2,190) | (1,177) | (9,305) | (5,375) | (14,680) |
Operating profit before depreciation, amortisation, exceptional items, acquisition costs and charges for share based payments | 1,368 | 903 | (1,177) | 1,094 | 568 | 1,662 |
Other operating income | 153 | 17 | - | 170 | - | 170 |
Depreciation | (92) | (21) | (4) | (117) | (48) | (165) |
Amortisation | (464) | (269) | - | (733) | (187) | (920) |
Exceptional costs | (41) | - | (115) | (156) | - | (156) |
Acquisition related costs | (207) | - | - | (207) | - | (207) |
Operating profit / (loss) | 717 | 630 | (1,296) | 51 | 333 | 384 |
Finance costs | (35) | - | (35) | |||
Profit before tax | 16 | 333 | 349 | |||
Tax expense | (39) | (77) | (116) | |||
(Loss) / profit for the period before loss on measurement to fair value | (23) | 256 | 233 | |||
Six months ended 30 September 2012 | ||||||
Agency Services | Consulting | Unallocated | Continuing Group | Disposal Group | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Revenue | 7,963 | 5,059 | (68) | 12,954 | 4,245 | 17,199 |
Direct costs | (1,590) | (1,058) | 106 | (2,542) | - | (2,542) |
Gross profit | 6,373 | 4,001 | 38 | 10,412 | 4,245 | 14,657 |
Operating expenses excluding depreciation, amortisation, exceptional items, acquisition costs and charges for share based payments | (5,769) | (2,278) | (924) | (8,971) | (4,381) | (13,352) |
Operating profit before depreciation, amortisation, exceptional items, acquisition costs and charges for share based payments | 604 | 1,723 | (886) | 1,441 | (136) | 1,305 |
Other operating income | 512 | 55 | - | 567 | - | 567 |
Depreciation | (110) | (36) | - | (146) | (33) | (179) |
Amortisation | (400) | (269) | - | (669) | (183) | (852) |
Charges for share based payments | - | - | (146) | (146) | - | (146) |
Operating profit / (loss) | 606 | 1,473 | (1,032) | 1,047 | (352) | 695 |
Finance income | 1 | - | 1 | |||
Finance costs | (131) | - | (131) | |||
Profit / (loss) before tax | 917 | (352) | 565 | |||
Tax expense | (192) | 84 | (108) | |||
Profit / (loss) for the period | 725 | (268) | 457 | |||
4. Segment information (unaudited) (continued)
Year ended 31 March 2013 | ||||||
Agency Services | Consulting | Unallocated | Continuing Group | Disposal Group | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Revenue | 17,303 | 10,301 | (727) | 26,877 | 9,441 | 36,318 |
Direct costs | (4,128) | (2,968) | 856 | (6,240) | - | (6,240) |
Gross profit | 13,175 | 7,333 | 129 | 20,637 | 9,441 | 30,078 |
Operating expenses excluding depreciation, amortisation, exceptional items, acquisition costs and charges for share based payments | (11,691) | (4,413) | (2,003) | (18,107) | (8,957) | (27,064) |
Operating profit before depreciation, amortisation, exceptional items, acquisition costs and charges for share based payments | 1,484 | 2,920 | (1,874) | 2,530 | 484 | 3,014 |
Other operating income | 665 | 73 | - | 738 | 2 | 740 |
Depreciation | (218) | (62) | (7) | (287) | (106) | (393) |
Amortisation | (862) | (540) | - | (1,402) | (369) | (1,771) |
Acquisition related costs | (367) | - | - | (367) | - | (367) |
Charges for share based payments | - | - | 8 | 8 | - | 8 |
Operating profit / (loss) | 702 | 2,391 | (1,873) | 1,220 | 11 | 1,231 |
Finance income | 1 | 5 | 6 | |||
Finance costs | (205) | - | (205) | |||
Profit before tax | 1,016 | 16 | 1,032 | |||
Tax expense | (425) | 26 | (399) | |||
Profit for the period | 591 | 42 | 633 | |||
Total assets | Agency Services | Consulting | Unallocated | Continuing Group | Disposal Group | Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
30 September 2013 | 24,864 | 12,087 | 106 | 37,057 | 8,041 | 45,098 |
31 March 2013 | 25,965 | 11,879 | 30 | 37,874 | 12,572 | 50,446 |
30 September 2012 | 23,443 | 13,085 | 392 | 36,920 | 12,586 | 49,506 |
5. Tax expense (unaudited)
A reconciliation of the charge that would result from applying the standard UK corporation tax rate to profit before tax to the tax charge is given below.
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
£'000 | £'000 | £'000 | ||
Recognised in the consolidated statement of comprehensive income: | ||||
Current year tax | 320 | 343 | 958 | |
Origination and reversal of temporary differences | (204) | (235) | (559) | |
Total tax charge | 116 | 108 | 399 | |
(Loss) / profit before tax | (4,498) | 565 | 1,032 | |
Tax charge thereon at UK corporation tax rate of 23% (2012: 24%) | (1,035) | 136 | 248 | |
Effects of: | ||||
Non-deductible expenses | - | 2 | 20 | |
Impairment of goodwill | 1,115 | - | - | |
Share based payment charges | - | 31 | 2 | |
Capital allowances in excess of depreciation | (191) | (60) | (38) | |
Other | 227 | (1) | 132 | |
Prior year adjustment | - | - | 35 | |
Total tax charge | 116 | 108 | 399 |
6. (Loss) / earnings per share (unaudited)
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
Pence per share | Pence per share | Pence per share | ||
Basic earnings per share | ||||
- (Loss) / earnings from continuing operations | (0.03p) | 0.97p | 0.79p | |
- (Loss) / earnings from discontinued operations | (6.16p) | (0.36p) | 0.06p | |
(6.19p) | 0.61p | 0.85p | ||
Diluted earnings per share | ||||
- (Loss) / earnings from continuing operations | (0.03p) | 0.92p | 0.76p | |
- (Loss) / earnings from discontinued operations | (5.94p) | (0.34p) | 0.06p | |
(5.97p) | 0.58p | 0.82p |
(Loss) / earnings per share have been calculated by dividing the (loss) / profit attributable to shareholders by the weighted average number of ordinary shares in issue during the period. The calculations of basic and diluted (loss) / earnings per share are:
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
£'000 | £'000 | £'000 | ||
(Loss)/profit for the period from continuing operations | (23) | 725 | 589 | |
(Loss)/profit for the period from discontinued operations | (4,591) | (268) | 42 | |
Weighted average number of ordinary shares in issue: | Number '000 | Number '000 | Number '000 | |
Basic | 74,505 | 74,505 | 74,505 | |
Adjustment for share options, warrants and contingent shares | 2,737 | 4,137 | 2,737 | |
Diluted | 77,242 | 78,642 | 77,242 | |
| ||||
Adjusted earnings per share | ||||
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
Pence per share | Pence per share | Pence per share | ||
Basic adjusted earnings per share | 1.05p | 0.88p | 1.47p | |
Diluted adjusted earnings per share | 1.01p | 0.83p | 1.42p |
Adjusted earnings per share have been calculated by dividing the profit attributable to shareholders before other income, amortisation, impairment and charges for share based payments by the weighted average number of ordinary shares in issue during the period. The numbers used in calculating the basic and diluted adjusted earnings per share are reconciled below:
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
£'000 | £'000 | £'000 | ||
Profit before tax and impairment | 349 | 565 | 1,032 | |
Other income | (170) | (567) | (740) | |
Amortisation | 920 | 852 | 1,771 | |
Charges for share based payments | - | 146 | (8) | |
Adjusted profit attributable to shareholders | 1,099 | 996 | 2,055 | |
Current period tax charge | (320) | (343) | (958) | |
779 | 653 | 1,097 | ||
7. Bank overdraft, borrowings and loans (unaudited)
30 Sept 2013 | 30 Sept 2012 | 31 March 2013 | ||
Summary | £'000 | £'000 | £'000 | |
Bank overdraft | 1,326 | - | 816 | |
Borrowings, undiscounted cash flows | 500 | 1,700 | 1,500 | |
1,826 | 1,700 | 2,316 | ||
Borrowings are repayable as follows: | ||||
Within 1 year | ||||
Bank overdraft | 1,326 | - | 816 | |
Borrowings | 500 | 1,700 | 1,500 | |
Total due within 1 year | 1,826 | 1,700 | 2,316 | |
Less future interest | - | - | - | |
Total due within 1 year | 1,826 | 1,700 | 2,316 | |
Average interest rates at the balance sheet date were: | % | % | % | |
Overdraft | 3.35 | 3.35 | 3.35 | |
Revolving credit facility | 3.35 | 3.35 | 3.35 |
As the loans are at variable market rates their carrying amount is equivalent to their fair value.
The borrowing facilities available to the Group at 30 September 2013 were £3.9 million (2012: £5.7 million) and, taking into account cash balances within the Group, there was £2.1 million (2012: £4.3 million) of available borrowing facilities.
A composite accounting system is set up with the Group's bankers, which allows debit balances on overdraft to be offset across the Group with credit balances.
Reconciliation of net debt | Cash at bank and in hand | Overdraft | Borrowings | Net debt |
£'000 | £'000 | £'000 | £'000 | |
30 September 2013 | 1 | (1,326) | (500) | (1,825) |
31 March 2013 | 1 | (816) | (1,500) | (2,315) |
30 September 2012 | 294 | - | (1,700) | (1,406) |
8. Provisions (unaudited)
30 Sept 2013 | 30 Sept 2012 | 31 March 2013 | ||
£'000 | £'000 | £'000 | ||
At the beginning of the period | - | 116 | 116 | |
Released | - | - | (11) | |
Utilised during the year | - | (76) | (105) | |
At the end of the period | - | 40 | - | |
Provisions relate to leases in the Group where the commercial benefit has either ceased or will cease before the normal expiry period.
9. Share capital (unaudited)
Authorised:
45p deferred shares | 5p ordinary shares |
| ||||
£'000 | £'000 |
| ||||
Authorised share capital at 31 March 2013 and 30 September 2013 | 45,000 | 10,000 |
| |||
| ||||||
Allotted, issued and fully paid
45p deferred shares | 5p ordinary shares | ||||
Number | Number | £'000 | |||
Issued share capital at 31 March 2013 and at 30 September 2013 | 67,378,520 | 74,604,999 | 34,051 | ||
| |||||
No shares were issued in the period.
10. Post Balance Sheet event
On 7 October 2013 Jaywing plc announced that it had completed the sale of its e-commerce arm, Tryzens Limited, for a total transaction value of £6.0 million in cash. The funds were provided by Scottish Equity Partners to allow for the acquisition of the total share capital of Tryzens through a management buyout.
Tryzens Limited Interim Statement of Comprehensive Income (unaudited)
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
£'000 | £'000 | £'000 | ||
Revenue | 7,382 | 4,245 | 9,441 | |
Direct costs | (1,439) | - | - | |
Gross profit | 5,943 | 4,245 | 9,441 | |
Other operating income | - | - | 2 | |
Amortisation | (187) | (183) | (369) | |
Operating expenses | (5,423) | (4,414) | (9,063) | |
Operating profit / (loss) | 333 | (352) | 11 | |
Finance income | - | - | 5 | |
Net financing costs | - | - | 5 | |
Profit / (loss) before tax | 333 | (352) | 16 | |
Tax expense | (77) | 84 | 26 | |
Profit / (loss) for the period from discontinued operations | 256 | (268) | 42 | |
Loss on measurement to fair value less costs to sell of discontinued operations | (4,847) | |||
Total loss from discontinued operations | (4,591) |
Tryzens Limited interim balance sheet (unaudited)
30 Sept 2013 | 30 Sept 2012 | 31 March 2013 | ||
£'000 | £'000 | £'000 | ||
Assets | ||||
Non-current assets | ||||
Property, plant and equipment | 305 | 295 | 329 | |
Goodwill | 5,132 | 5,132 | 5,132 | |
Other intangible assets | 2,578 | 2,951 | 2,765 | |
8,015 | 8,378 | 8,226 | ||
Current assets | ||||
Trade and other receivables | 4,825 | 4,208 | 4,202 | |
Cash and cash equivalents | 48 | - | 144 | |
4,873 | 4,208 | 4,346 | ||
Total assets | 12,888 | 12,586 | 12,572 | |
Liabilities | ||||
Current liabilities | ||||
Bank overdraft | - | (248) | - | |
Trade and other payables | (3,447) | (3,389) | (3,471) | |
Tax payable | (210) | (172) | (86) | |
(3,657) | (3,809) | (3,557) | ||
Non-current liabilities | ||||
Deferred tax liabilities | (588) | (702) | (631) | |
(588) | (702) | (631) | ||
Total liabilities | (4,245) | (4,511) | (4,188) | |
Net assets of disposal group | 8,643 | 8,075 | 8,384 | |
Disposal proceeds (net of professional fees) | (3,796) | |||
Loss on measurement to fair value less costs to sell of discontinued operations | 4,847 |
Tryzens Limited interim cash flow statement (unaudited)
Six months ended 30 Sept 2013 | Six months ended 30 Sept 2012 | Year ended 31 March 2013 | ||
£'000 | £'000 | £'000 | ||
Net cash (outflow)/inflow from operating activities | (73) | (362) | 52 | |
Net cash outflow from investing activities | (23) | (263) | (285) | |
Net decrease in cash, cash equivalents and bank overdrafts | (96) | (625) | (233) | |
Cash and cash equivalents at beginning of period | 144 | 377 | 377 | |
Cash and cash equivalents at end of period | 48 | (248) | 144 | |
Cash and cash equivalents comprise: | ||||
Cash at bank and in hand | 48 | - | 144 | |
Bank overdrafts | 7 | - | (248) | - |
Cash and cash equivalents at end of period | 48 | (248) | 144 |
11. Related party transactions (unaudited)
There were no significant changes in the nature and size of related party transactions for the period from those disclosed in the Annual Report for the year ended 31 March 2013.
INDEPENDENT REVIEW REPORT TO JAYWING PLC
Introduction
We have been engaged by the company to review the interim financial information in the interim report for the six months ended 30 September 2013 which comprises the consolidated interim statement of comprehensive income, the consolidated interim balance sheet, the consolidated interim cash flow statement, the consolidated interim statement of changes in equity and the related notes 1 to 11. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the interim financial information.
This report is made solely to the company in accordance with guidance contained in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information performed by the Independent Auditor of the Entity'. Our review work has been undertaken so that we might state to the company those matters we are required to state to them in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusion we have formed.
Directors' responsibilities
The interim report is the responsibility of, and has been approved by, the directors. The AIM rules of the London Stock Exchange require that the accounting policies and presentation applied to the interim financial information are consistent with those which will be adopted in the annual accounts having regard to the accounting standards applicable for such accounts.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The interim financial information in the interim report has been prepared in accordance with the basis of preparation in note 2.
Our responsibility
Our responsibility is to express to the company a conclusion on the interim financial information in the interim report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the interim financial information in the interim report for the six months ended 30 September 2013 is not prepared, in all material respects, in accordance with the basis of accounting described in note 2.
Grant Thornton UK LLP
Chartered Accountants
Sheffield
21 November 2013