Volvere Regulatory News (VLE)

18 Sep 2008 07:00



18 September 2008

VOLVERE PLC

INTERIM RESULTS FOR THE YEAR ENDED 30 JUNE 2008

Volvere plc ('Volvere' or 'the Company'), the turnaround investment company, announces its interim results for the 6 months ended 30 June 2008.

 

HIGHLIGHTS

CHAIRMAN'S STATEMENT

I am pleased to report on the results for the six months ended 30 June 2008.

Our trading businesses delivered encouraging results for the period. The external environment is resulting in a larger number of potential investment opportunities and we continue to examine these closely. The Group's cash resources enable investments to be made in short timescales, which is becoming increasingly important in distressed investing. At the period end the Group's consolidated net assets and cash per share were £1.91 and £2.05 respectively (30 June 2007: £1.33 and £1.14; 31 December 2007: £1.91 and £2.07).

OUTLOOK

We believe that the weak economy will present many interesting opportunities for distressed investing over the coming months. We remain focused on selecting only those investments that we believe will enable increased shareholder value to be generated.

Lord Kalms

Chairman

18 September 2008

For further information, please contact:

Jonathan Lander, Chief Executive Officer

Volvere plc + 44 (0) 20 7979 7596

Tom Hulme

Landsbanki Securities (UK) Limited + 44 (0) 20 7426 9000

 

 

 

Chief Executive's Statement

Introduction

The 2008 first-half performance of all our trading businesses has been very encouraging. The financial performance of each of the Group's businesses is set out in detail in the Financial Review below.

Certification Services

Revenue in our Certification Services businesses (which principally certify products that are used in potentially explosive atmospheres and environmentally sensitive applications) increased by 17% compared to the prior period. We are particularly pleased with this performance, which builds upon growth achieved for the whole of 2007 of 20%. We reorganised the management of this segment at the end of 2007 and this has resulted in improvements in extending existing, and developing new, service offerings. As we reported in our 2007 full year results in June, the strength of the oil and gas sector in particular has underpinned the results in the explosive atmospheres business and we are in the process of developing the international aspects of this business further.

Security solutions

Following the underperformance of this business in 2007 it is pleasing to report an improvement during the first half of this year. Whilst the overall absolute financial returns have been small, we are steadily improving market penetration of the SiraView CCTV viewer and developing surveillance solutions for clients. The outlook for the remainder of 2008 and 2009 is dependent principally on the winning of follow-on project work for assignments coming to the end of their initial phases.

Acquisitions and Future Strategy

We have seen increased distressed deal flow in 2008, particularly in the last three months, from across a range of sectors. We remain committed to identifying attractive investment opportunities and utilising the Group's significant cash pursuant to its investing strategy.

 

Jonathan Lander

Chief Executive

18 September 2008

  Financial Review

This Financial Review covers the Group's performance during the period ended 30 June 2008. It should be read in conjunction with the Chairman's and Chief Executive's statements.

Revenue and operating performance

Detailed information about the Group's segments is set out in note 1 to this interim report and this should be read in conjunction with this financial review. Certification Services represents the activities of Sira Certification; Investing Activities are the activities of NMT Group PLC, the Group's 95%-owned subsidiary and Management Services represents the activities of the Group's management and central services functions. Safety and Risk Consulting comprised the activities of Vectra Group, which was sold during November 2007, and have therefore been classified as discontinued. Revenue and operating performances for each segment are summarised in Table 1 below:

 

 

 

 

TABLE 1	REVENUE (Note 1)			ADJUSTED PROFIT/(LOSS) FROM OPERATIONS (Note 2)
SEGMENT	6 months to  30 June 2008	6 months to  30 June 2007	12 months to 31 December 2007	6months to  30 June 2008	6months to 30 June 2007	12months to 31 December 2007
	£'000	£'000	£'000	£'000	£'000	£'000
Continuing
Certification Services	2,048	1,746	3,621	349	238	560
Security Solutions	216	21	174	17	(127)	(145)
Investing Activities	-	-	-	(46)	(30)	(57)
Management Services	30	-	-	(478)	(429)	(924)
Total Continuing	2,294	1,767	3,795	(158)	(348)	(566)
Discontinued
Safety & Risk Consulting	-	5,419	9,352	-	236	362
Total before amortisation of intangible assets and realisation of negative goodwill	2,294	7,186	13,147	(158)	(112)	(204)
Amortisation of intangible assets	-	-	-	(120)	(120)	(241)
Realisation of negative goodwill	-	-	-	-	93	93
TOTAL	2,294	7,186	13,147	(278)	(139)	(352)

Note 1: Revenue is external revenue exclusive of intra-group sales.

Note 2: Segment adjusted profit/(loss) from operations is stated before amortisation of intangibles, intra-group charges and realisation of negative goodwill. In addition, for the purposes of the 2007 comparative information, the Group has allocated the 2007 central service costs between the continuing Management Services and discontinued Safety & Risk Consulting segments.

During the first half of 2008 our Certification Services businesses increased revenues by 17% to £2.05m (2007: £1.75m). As a result principally of the increase in revenues, the contribution to Group overheads (before finance costs and amortisation of intangible assets) increased 47% to £0.35m (2007: £0.24m).

Security Solutions revenue increased following the successful launch of the SiraView digital CCTV viewing software and the progress made on increasing work from development projects for the security services. The increase in revenues resulted in a small profit being achieved, compared to a loss in the prior period.

The Group continues to minimise central costs where possible and has resized the central services team following the disposal of Vectra in 2007. The existing central services team will be able to absorb modest future growth in the Group's activities whether by organic or acquisitive growth.

Amortisation of intangible assets relates to the acquisition of the business and assets of Sira Test and Certification Limited in 2005, the cost of which is being amortised over 5 years. Negative goodwill realised in 2007 relates to the Group's increase in its investment in NMT during that year.

  Risk factors

The Company and Group face a number of specific business risks that could affect the Company's or Group's success. The Company invests in distressed businesses, which by their nature, often carry a higher degree of risk than those that are not distressed. The Group's businesses are principally engaged in the provision of services that are dependent on the continued employment of the Group's employees and availability of suitable profitable workload.

Key performance indicators

The Group uses key performance indicators suitable for the nature and size of the Group's business. This is primarily monthly reports of profitability, levels of working capital and workload. Order intake and chargeable staff utilisation is monitored weekly and reported monthly.

Corporate governance

The Board gives careful consideration to the principles of corporate governance as set out in the Combined Code on Corporate Governance issued by the Financial Reporting Council in June 2006 (the "Revised Combined Code"). However, the Company is small and it is the opinion of the Directors that not all the provisions of the Revised Combined Code are relevant or desirable for a company of Volvere's size.

The Company has established an Audit Committee and a Remuneration Committee with formal terms of reference and which comprise the Chairman and Non-Executive Directors. The Board meets regularly and has ultimate responsibility for the management of the Company.

Earnings per share

The basic and diluted earnings per ordinary share were respectively 0.176p and 0.175p (30 June 2007: 0.036p and 0.035p, 31 December 2007: 57.74p and 57.05p). During the period the Group continued the operation of a share option scheme in which all staff are entitled to participate, subject to certain conditions.

Amortisation of intangible assets

An amount of £120,000 was charged to profit and loss (30 June 2007: £120,000, 31 December 2007: £241,000) in respect of the amortisation of the Group's intangible assets.

Cash management

Cash balances at the period end totalled £11,632,000 (30 June 2007: £6,443,000, 31 December 2007: £11,738,000). The increase compared to the prior comparable period reflects principally the sale in November 2007 of Vectra Group for £6m in cash (before expenses).

Hedging

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

Dividends

In accordance with the policy set out in the prospectus on admission to AIM, the Board does not currently intend to recommend payment of a dividend and prefers to retain profits as they arise for investment in future opportunities.

Nick Lander

Chief Financial & Operating Officer

18 September 2008

  Consolidated income statement

Unaudited interim results for the six months ended 30 June 2008

		Continuing Operations 6 months to 30 June 2008	Continuing Operations 6 months to 30 June 2007	Discontinued Operations 6 months to 30 June 2007	Total 6 months to 30 June 2007	Continuing Operations 12 months to 31 December 2007	Discontinued operations 12 months to 31 December 2007	Total 2007
		£'000	£'000	£'000	£'000	£'000	£'000	£'000
Revenue		2,294	1,767	5,419	7,186	3,795	9,352	13,147
Cost of sales		(681)	(549)	(2,945)	(3,494)	(1,180)	(5,105)	(6,285)
Gross profit		1,613	1,218	2,474	3,692	2,615	4,247	6,862
Administrative expenses
Before goodwill and amortisation		(1,771)	(1,566)	(2,238)	(3,804)	(3,181)	(3,885)	(7,066)
Amortisation of intangible assets		(120)	(120)	-	(120)	(241)	-	(241)
Realisation of negative goodwill		-	93	-	93	93	-	93
Administrative expenses		(1,891)	(1,593)	(2,238)	(3,831)	(3,329)	(3,885)	(7,214)
(Loss)/profit from operations		(278)	(375)	236	(139)	(714)	362	(352)
Profit on sale of investment		8	-	-	-	-	-	-
Finance costs		(8)	(10)	(12)	(22)	(41)	(12)	(53)
Finance income		289	164	1	165	391	-	391
(Loss)/profit before tax		11	(221)	225	4	(364)	350	(14)
Tax expense			-	-	-	-	-	-
Post-tax gain on disposal of discontinued operation		-	-	-	-	-	3,270	3,270
(Loss)/profit for the year		11	(221)	225	4	(364)	3,620	3,256
Attributable to:
- Equity holders of the parent		10			2			3,251
- Minority interest		1			2			5
		11			4			3,256
Earnings per share
- Basic (pence)		0.176p			0.036p			57.74p
- Diluted (pence)		0.175p			0.035p			57.05p

 

There are no recognised gains or losses other than the result for the current and preceding periods. Accordingly no statement of recognised income and expenses is given.

Notes:

 

The comparative figures for the 12 months to 31 December 2007 have been prepared under IFRS. The do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The unqualified audited accounts for the 12 months ended 31 December 2007 have been filed with the Registrar of Companies and did not contain statements under section 237(2) or (3) of the Companies Act 1985.

  Consolidated statement of changes in equity

Unaudited interim results for the six months ended 30 June 2008

	Share capital £'000	Share premium £'000	Share option reserve £'000	Retained earnings £'000	Total £'000
Changes in equity
Balance at 1 January 2008	50	3,586	15	6,887	10,538
Profit for the period & total recognised income and expense for the period	-	-	-	10	10
Equity share options issued/cancelled	-	-	4	3	7
Balance at 30 June 2008	50	3,586	19	6,900	10,555
Balance at 1 January 2007	50	3,313	75	3,575	7,013
Profit for the period & total recognised income and expense for the period	-	-	-	2	2
Issue of share capital	-	271	-	-	271
Equity share options issued/cancelled	-	-	8	-	8
Balance at 30 June 2007	50	3,584	83	3,577	7,294
Balance at 1 January 2007	50	3,313	75	3,575	7,013
Profit for the year & total recognised income and expense for the year	-	-	-	3,251	3,251
Issue of share capital	-	273	-	-	273
Equity share options issued/cancelled	-	-	(60)	61	1
Balance at 31 December 2007	50	3,586	15	6,887	10,538

  Consolidated balance sheet

Unaudited interim results for the six months ended 30 June 2008

		30 June 2008	30 June 2007	31 December 2007
		£'000	£'000	£'000
Assets
Non-current assets
Intangible assets		597	837	716
Available for sale investments		-	-	48
Property, plant & equipment		225	330	203
Total non-current assets		822	1,167	967
Current assets
Trade and other receivables		1,365	5,058	1,474
Cash and cash equivalents		11,632	6,443	11,738
Total current assets		12,997	11,501	13,212
Total assets		13,819	12,668	14,179
Liabilities
Current liabilities
Trade and other payables		(2,592)	(4,584)	(2,938)
Other financial liabilities		(120)	(150)	(120)
Total current liabilities		(2,712)	(4,734)	(3,058)
Non-current liabilities
Financial liabilities		(270)	(360)	(300)
Total non-current liabilities		(270)	(360)	(300)
Total liabilities		(2,982)	(5,094)	(3,358)
TOTAL NET ASSETS		10,837	7,574	10,821
Capital and reserves attributable to equity holders of the company
Share capital		50	50	50
Share premium account		3,586	3,584	3,586
Share option reserve		19	83	15
Retained earnings		6,900	3,577	6,887
		10,555	7,294	10,538
Minority interest		282	280	283
TOTAL EQUITY		10,837	7,574	10,821

  Consolidated cash flow statement

Unaudited interim results for the six months ended 30 June 2008

		6 months to 30 June 2008	6 months to 30 June 2008	6 months to 30 June 2007	6 months to 30 June 2007	12 months to 31 December 2007	12 months to 31 December 2007
		£'000	£'000	£'000	£'000	£'000	£'000
Operating activities
Net loss from ordinary activities		(278)		(139)		(352)
Adjustments for:
Depreciation		37		66		133
Realisation of negative goodwill		-		(93)		(93)
Amortisation of intangible assets		120		120		241
Share based payment expenses		7		8		1
Operating cashflows before changes in working capital and provisions			(114)		(38)		(70)
Decrease/(increase) in trade and other receivables		148		(337)		(24)
(Decrease)/increase in trade and other payables		(350)		304		994
Operating cashflows from working capital movements			(202)		(33)		970
Investing activities
Acquisition of subsidiary, net of cash acquired		-		(5)		(39)
Disposal of subsidiary, net of cash disposed		-		-		4,431
Purchases of property, plant and equipment		(60)		(104)		(228)
Sales of property, plant and equipment		-		-		-
Interest received		251		165		396
Purchase of available for sale investments		-		-		(49)
Disposal of available for sale investments		57		-		-
			248		56		4,511
Financing activities
Repayment of bank borrowings		(30)		(60)		(150)
Interest paid		(8)		(22)		(63)
			(38)		(82)		(213)
Increase in cash and cash equivalents			(106)		(97)		5,198
Cash and cash equivalents at beginning of period			11,738		6,540		6,540
Cash and cash equivalents at end of period			11,632		6,443		11,738

1 Segment information

The Group's primary reporting format for reporting segment information is business segments. The Group's activities are currently organised into four segments: Certification Services, Security Solutions, Investing Activities and Management Services. All revenue arose from these segments. During 2007 the Safety & Risk Consulting segment ceased to exist following the disposal of the Group's activities in this area. Segment information is presented below.

	Period ended 30 June 2008
			Business Segments
		Safety & Risk Consulting  £'000	Certification Services £'000	Security Solutions £'000	Investing Activities £'000	Management Services £'000	Eliminations £'000	Total £'000
	Revenue
	External	-	2,048	216	-	30	-	2,294
	Inter-segment	-	5	-	-	184	(189)	-
	Total	-	2,053	216	-	214	(189)	2,294
	Segment result (note (a))
	Continuing operations (note (b))	-	349	17	(46)	(478)	-	(158)
	Discontinued operations (note (b))	-	-	-	-	-	-	-
	Total	-	349	17	(46)	(478)	-	(158)
	Loss from operations before goodwill and amortisation of intangible assets							(158)
	Amortisation of intangible assets							(120)
	Negative goodwill released to income							-
	Net financing income							281
	Profit on ordinary activities before tax							3
	Gain on disposal of fixed asset investment							8
	Profit for the period							11

	Period ended 30 June 2008
			Business Segments
		Safety & Risk Consulting  £'000	Certification Services £'000	Security Solutions £'000	Investing Activities £'000	Management Services £'000	Eliminations £'000	Total £'000
	Balance sheet (note (c))
	Assets	-	2,163	147	5,970	5,539	-	13,819
	Liabilities	-	(2,173)	(132)	(89)	(588)	-	(2,982)
	Net assets/(liabilities)	-	(10)	15	5,881	4,951	-	10,837
	Other
	Capital expenditure	-	31	10	-	19	-	60
	Depreciation	-	(29)	(3)	-	(5)	-	(37)
	Amortisation	-	(120)	-	-	-	-	(120)
	Realisation of negative goodwill	-	-	-	-	-	-	-

 

	Period ended 30 June 2007
			Business Segments
		Safety & Risk Consulting  £'000	Certification Services £'000	Security Solutions £'000	Investing Activities £'000	Management Services £'000	Eliminations £'000	Total £'000
	Revenue
	External	5,419	1,746	21	-	-	-	7,186
	Inter-segment	-	-	-	-	409	(409)	-
	Total	5,419	1,746	21	-	409	(409)	7,186
	Segment result (note (a))
	Continuing operations (note (b))	-	238	(127)	(30)	(429)	-	(348)
	Discontinued operations (note (b))	236	-	-	-	-	-	236
	Total	236	238	(127)	(30)	(429)	-	(112)
	Loss from operations before goodwill and amortisation of intangible assets							(112)
	Amortisation of intangible assets							(120)
	Negative goodwill released to income							93
	Net financing income							143
	Profit on ordinary activities before tax and for the period							4

	Period ended 30 June 2007
			Business Segments
		Safety & Risk Consulting  £'000	Certification Services £'000	Security Solutions £'000	Investing Activities £'000	Management Services £'000	Eliminations £'000	Total £'000
	Balance sheet (note (c))
	Assets	4,090	2,314	10	5,862	392	-	12,668
	Liabilities	(2,432)	(2,193)	(27)	(65)	(377)	-	(5,094)
	Net assets/(liabilities)	1,658	121	(17)	5,797	15	-	7,574
	Other
	Capital expenditure	58	40	5	-	-	-	103
	Depreciation	(39)	(23)	(3)	-	(1)	-	(66)
	Amortisation	-	(120)	-	-	-	-	(120)
	Realisation of negative goodwill	-	-	-	-	93	-	93

 

	Year ended 31 December 2007
			Business Segments
		Safety & Risk Consulting  £'000	Certification Services £'000	Security Solutions £'000	Investing Activities £'000	Management Services £'000	Eliminations £'000	Total £'000
	Revenue
	External	9,352	3,621	174	-	-	-	13,147
	Inter-segment	-	22	-	-	949	(971)	-
	Total	9,352	3,643	174	-	949	(971)	13,147
	Segment result (note (a))
	Continuing operations (note (b))	-	560	(145)	(57)	(924)	-	(566)
	Discontinued operations (note (b))	362	-	-	-	-	-	362
	Total	362	560	(145)	(57)	(924)	-	(204)
	Loss from operations before goodwill and amortisation of intangible assets							(204)
	Amortisation of intangible assets							(241)
	Negative goodwill released to income							93
	Net financing income							338
	Loss on ordinary activities before tax							(14)
	Gain on disposal of discontinued operation							3,270
	Profit for the year							3,256

	Year ended 31 December 2007
			Business Segments
		Safety & Risk Consulting  £'000	Certification Services £'000	Security Solutions £'000	Investing Activities £'000	Management Services £'000	Eliminations £'000	Total £'000
	Balance sheet (note (c))
	Assets	-	2,506	78	5,986	5,609	-	14,179
	Liabilities	-	(2,249)	(40)	(57)	(1,012)	-	(3,358)
	Net assets	-	257	38	5,929	4,597	-	10,821
	Other
	Capital expenditure	111	101	5	-	11	-	228
	Depreciation	75	50	5	-	3	-	133
	Amortisation	-	241	-	-	-	-	241
	Realisation of negative goodwill	-	-	-	(93)	-	-	(93)

Note (a): The segment result has been stated before tax, interest, amortisation of intangible assets and Group management charges. Comparative results have been stated as discontinued where the segment activities have been classified as such in the period ended 30 June 2008.

Note (b): The Group has a central services function that provides financial, IT and HR services to Group companies. In order to present segmental and continuing/discontinued information for 2007 more meaningfully, the Group has allocated the 2007 central service costs between the continuing Management Services and discontinued Safety & Risk Consulting segments.

Note (c): Segment assets and liabilities have been stated excluding inter-segment balances.  

The Group's secondary reporting format for reporting segment information is geographic segments.

		External revenue by location of customers			Total assets by location of assets
		6 months to 30 June  2008	6 months to 30 June  2007	Year ended 31 December 2007	6 months to 30 June  2008	6 months to 30 June  2007	Year ended 31 December 2007
		£'000	£'000	£'000	£'000	£'000	£'000
	UK	1,663	5,490	10,484	13,819	11,620	14,179
	Rest of Europe	129	897	1,552	-	410	-
	USA	369	399	248	-	-	-
	Other	133	400	863	-	638	-
		2,294	7,186	13,147	13,819	12,668	14,179

		External revenue by location of customers			Total assets by location of assets
		6 months to 30 June  2008	6 months to 30 June  2007	Year ended 31 December 2007	6 months to 30 June  2008	6 months to 30 June  2007	Year ended 31 December 2007
		£'000	£'000	£'000	£'000	£'000	£'000
	Continuing operations
	UK	1,663	1,301	2,770	13,819	8,578	14,179
	Rest of Europe	129	172	555	-	-	-
	USA	369	207	248	-	-	-
	Other	133	87	222	-	-	-
		2,294	1,767	3,795	13,819	8,578	14,179

	Discontinued operations
	UK	-	4,189	7,714	-	3,042	-
	Rest of Europe	-	725	997	-	410	-
	USA	-	192	-	-	-	-
	Other	-	313	641	-	638	-
		-	5,419	9,352	-	4,090	-

 

		Capital expenditure by location of assets
		6 months to 30 June  2008	6 months to 30 June  2007	Year ended 31 December 2007
		£'000	£'000	£'000
	UK	60	99	228
	Rest of Europe	-	4	-
	USA	-	-	-
	Other	-	-	-
		60	103	228

		Capital expenditure by location of assets
		6 months to 30 June  2008	6 months to 30 June  2007	Year ended 31 December 2007
		£'000	£'000	£'000
	Continuing operations
	UK	60	45	117
	Rest of Europe	-	-	-
	USA	-	-	-
	Other	-	-	-
		60	45	117

	Discontinued operations
	UK	-	54	111
	Rest of Europe	-	4	-
	USA	-	-	-
	Other	-	-	-
		-	58	111

Information on discontinued operations is contained in note 2.

2 Discontinued operations

In November 2007, the Group sold Vectra Group Limited and its subsidiary undertakings, which represented the Group's Safety & Risk Consulting segment.

3 Earnings per share

		6 months to 30 June 2008 £'000	6 months to 30 June 2007 £'000	Year ended 31 December 2007 £'000
	Numerator
	Profit for the year attributable to equity holders	10	2	3,251
	Earnings used in basic EPS and DEPS	10	2	3,251
	Denominator
	Weighted average number of shares used in basic EPS	5,675,232	5,583,626	5,631,925
	Effects of:
	- employee share incentive schemes	22,896	119,485	68,165
	- employee share options	-	-	-
	Weighted average number of shares used in diluted EPS	5,698,128	5,703,111	5,700,090

 

Certain employee share options have been excluded from the calculation above as their exercise price is greater than the weighted average share price during the period and therefore it would not be advantageous for the holders to exercise them.

The following options have been excluded:

		30 June 2008 No.	30 June 2007 No.	31 December 2007 No.
	Employee share options	99,920	214,401	36,720

4 Reserves

		Share capital £'000	Share premium account £'000	Share option reserve £'000	Retained earnings £'000
	At 1 January 2008	50	3,586	15	6,887
	Premium on shares issued	-	-	-	-
	Options lapsed/revalued	-	-	(3)	3
	Share-based payment expense	-	-	7	-
	Profit for the period	-	-	-	10
	At 30 June 2008	50	3,586	19	6,900

5 Changes in shareholders' equity

		30 June 2008 £'000	30 June 2007 £'000	31 December 2007 £'000
	Total recognised income and expense	10	2	3,251
	Ordinary shares issued as consideration shares	-	271	273
	Ordinary shares purchased for cancellation	-	-	-
	Share-based payment expense	7	8	1
		17	281	3,525
	Capital and reserves attributable to equity holders of the parent at the beginning of the period	10,538	7,013	7,013
	Capital and reserves attributable to equity  holders of the parent at the end of the period	10,555	7,294	10,538
	Minority interest	282	280	283
	Total equity	10,837	7,574	10,821

6 Minority interest

The minority interest of £282,000 relates to the share of NMT Group PLC net assets attributable to those shares not held by the Group at 30 June 2008.

7 Dividend

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2008.

ENDIR BRGDCDXBGGIR