11th Sep 2012 07:00
HAVELOCK EUROPA PLC
("Havelock" or the "Company")
Interim Results
Havelock Europa (HVE.L), the retail and educational interiors group, announces its results for the half year to 30 June 2012.
Financial highlights
·; Group revenue from continuing operations increased by 17% to £38.5m (2011: £32.9m)
·; Pre-tax loss from continuing operations before exceptional items reduced by £1.6m to £1.2m (2011: loss of £2.8m)
·; Group profit after tax of £7.3m (2011: loss of £1.1m) after adjusting to include exceptional £8.0m gain from sale of Print division
·; Group net debt decreased to £2.3m (December 2011: £13.7m)
Operational Highlights
·; Both Retail and Educational sectors contributed to revenue increase
·; New framework agreements signed in the period
·; Disposal of non-core Showcard Print business for a net consideration of £13.0m
·; Continued growth in activity levels outside the UK
Outlook
·; Continuing economic turmoil makes predictions difficult, but there are encouraging signs
·; New educational programmes delivering opportunities
·; Continued progress expected in the second half
Eric Prescott, Havelock CEO, said:
"Significant progress has been made across the Group and I am pleased to report that our focused efforts to control costs, increase efficiency and provide additional services to our customers has improved overall performance. Looking ahead, the markets will continue to remain challenging. However, we are in a much stronger position to deliver continued progress in the second half aided by an increased order book both in the UK and overseas."
Enquiries
Havelock Europa | 01383 820044 |
Eric Prescott, Chief Executive Grant Findlay, Finance Director
| |
Investec James Grace Keith Anderson
| 020 7597 4000
|
Cardew Group | 020 7930 0777 |
Rob Ballantyne
Shan Shan Willenbrock
Tom Horsman
The Company today has launched its new corporate website. The information required by AIM Rule 26 is available at this address: www.havelockeuropa.com
INTERIM STATEMENT
I am pleased to be able to report on a further improvement in the performance of our continuing operations in Retail and Educational Interiors for the six months to 30 June 2012. Our losses before exceptional items have reduced by £1.6m as a result of increased revenue and control of costs. At a Group level we are reporting a profit after tax of £7.3m following the exceptional £8.0m gain on the sale of Showcard Print which completed at the end of April 2012.
FINANCIAL REVIEW
Group revenue from continuing operations for the six months ended 30 June 2012 increased by 17% to £38.5m (2011: £32.9m). The loss from continuing operations before taxation and exceptional items was £1.2m (2011: loss of £2.8m). Including the results of the discontinued Showcard Print business and the £8.0m exceptional gain on its sale, the Group reported a profit after tax of £7.3m (2011: loss of £1.1m). Group earnings per share were 19.6p (2011: 3.0p loss) and from continuing operations there was a loss per share of 3.3p (2011: loss of 5.5p).
Group net debt decreased sharply to £2.3m (December 2011: £13.7m). This was principally due to the sale of Showcard Print for net proceeds of £13.0m. This was offset by a cash outflow of £1.1m caused by a seasonal increase in working capital reflecting the higher level of activity underway at the period end.
TRADING REVIEW
Interiors
Revenue in the Interiors business increased by 19% to £34.6m (2011: £29.1m) and losses reduced significantly to £0.1m (2011: loss of £1.3m). This reflected a recovery in retail, ongoing activity in education and a recovery in Direct to School sales. It remains the case that the second half of the year is the busier of the two halves reflecting retailers' deadlines and increased school activity during the holiday closure of educational premises.
Despite the market remaining competitive, margins at the gross level are being maintained due to greater efficiency in our operations. We renewed framework agreements with two of our principal customers during the period and in both cases were able to offer lower prices to secure higher volumes as the result of this increase in efficiency.
Overseas work continues to grow and we are reshaping our China based purchasing unit to enable us to service the growing number of UK based retailers who are opening sites in the country and the Far East.
Educational Supplies
Revenue in this segment increased by 2% to £3.9m (2011: £3.8m). This is the first increase for some years and reflects an easing of pressure in the Direct to School market. We continue to look at developing additional revenues in related supply areas and markets.
Discontinued activity of Point of Sale Printing
This division was sold during the period for net proceeds of £13.0m which generated an exceptional gain of £8.0m. This, together with the trading contribution for the four months until its sale at the end of April 2012, is shown as discontinued activity in the results. The Group continues to hold the long leasehold interest in the principal premises of this business which is let under a ten year lease. The board is considering options for this property which is held on the Group's balance sheet at a value of £1m.
DIVIDENDS
As previously announced, the Board does not propose to pay any dividend in 2012.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties are set out in the notes to this statement and remain unchanged from those set out in the Annual Report for 2011.
GOING CONCERN
The current economic conditions create uncertainty over the demand for the Group's products and services. The financial position of the Group, its cash flows and liquidity position are set out in the interim financial statement.
The Group operates under a bank facility which was renewed during the period and comprises a revolving credit and an overdraft facility. As set out in the notes, the Board expects to be able to comply with the conditions of the Group's bank facilities based on its forecasts.
The Directors, therefore, have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the annual report and accounts.
CURRENT TRADING
The markets that your company addresses continue to suffer from economic turmoil; consequently predicting future trading is not easy. However there are some encouraging signs resulting from recent efforts by the enhanced management team.
The continuing business showed a significantly reduced loss before taxation and exceptional items of £1.2m in the first half of the year compared to the same period last year mainly as a result of increased revenues and a continued focus on cost control. In addition, the level of order intake has grown at the same rate as revenue so the Group enters the second half with an increased order book in comparison with the equivalent period last year.
Overall the retail sector continues to be highly challenging; our efforts remain focussed on developing new customers and providing additional services to existing customers. Levels of activity overseas continue to rise and we expect to show an increase in the number of projects completed in 2012 compared to last year.
The educational sector has continued to be robust despite the run off of the Building School for the Future programme (BSF) which has provided significant revenue in the current period. New programmes are now delivering schemes which will to some extent offset the inevitable decline in BSF activity over the next few years.
Despite difficult economic conditions, your Board believes that the recovery of the Group is progressing satisfactorily and expects to see continued progress in the second half of the year.
BOARD
Malcolm Gourlay retired as Chairman following the AGM in June. Malcolm joined the board in 1999 and was appointed Chairman in 2004; with his extensive experience, he has guided the board through one of the most difficult periods for the UK economy in living memory. We are all grateful to Malcolm for his substantial contribution over the last few years and wish him a long and healthy retirement.
As previously noted, huge challenges continue particularly in the retail and educational markets that your Company addresses; I am very pleased therefore that Alastair Kerr has agreed to join the board as a non executive director; Alastair has extensive retailing experience which will provide valuable insight to our efforts to win new customers and develop our service to existing ones.
David MacLellan
Chairman
Consolidated Income Statement
for the six months ended 30 June 2012
six months ended 30 June 2012 ( unaudited) | six months ended 30 June 2011 ( unaudited) | |||||||
Continuing | Discontinued | Exceptional | Total | Continuing | Discontinued | Total | ||
operations | activities | costs | operations | Activities | ||||
Note | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Revenue | 3 | 38,490 | 6,201 | - | 44,691 | 32,933 | 10,006 | 42,939 |
Cost of sales | (33,600) | (4,096) | - | (37,696) | (29,524) | (6,786) | (36,310) | |
______ | ______ | ______ | _____ | ______ | ______ | ______ | ||
Gross profit | 4,890 | 2,105 | - | 6,995 | 3,409 | 3,220 | 6,629 | |
Administrative expenses | (5,645) | (1,363) | (333) | (7,341) | (5,587) | (1,953) | (7,540) | |
_______ | ______ | ______ | _______ | _______ | ______ | _______ | ||
Operating (loss)/profit | (755) | 742 | (333) | (346) | (2,178) | 1,267 | (911) | |
Finance costs | (429) | - | - | (429) | (622) | - | (622) | |
______ | ______ | ______ | ______ | ______ | ______ | ______ | ||
(Loss)/profit before income tax | (1,184) | 742 | (333) | (775) | (2,800) | 1,267 | (1,533) | |
Income tax credit/(charge) | 232 | (178) | 80 | 134 | 728 | (329) | 399 | |
_______ | ______ | ______ | ______ | _______ | ______ | ______ | ||
(Loss) / profit after income tax | (952) | 564 | (253) | (641) | (2,072) | 938 | (1,134) | |
Gain on disposal of discontinued activities net of tax | - | 7,966 | - | 7,966 | - | - | - | |
_______ | ______ | ______ | ______ | _______ | ______ | ______ | ||
(Loss)/profit for the period(attributable to equity holders of the parent) | (952) |
8,530 | (253) | 7,325 | (2,072) |
938 |
(1,134) | |
_______ | ______ | ______ | ______ | _______ | ______ | ______ | ||
Basic earnings/(loss) per share | 5 | 19.6p | (3.0p) | |||||
Diluted earnings/(loss) per share | 5 | 19.0p | (3.0p) | |||||
Basic loss per share - continuing operations | 5 | (3.3p) | (5.5p) | |||||
Diluted loss per share - continuing operations | 5 | (3.3p) | (5.5p) | |||||
for the year ended 31 December 2011
Continuing | Discontinued | Result | Exceptional | Total | ||
operations | activities | before | costs and | |||
exceptional | goodwill | |||||
costs and | impairment | |||||
goodwill | (note 4) | |||||
impairment | ||||||
Note | £000 | £000 | £000 | £000 | £000 | |
Revenue | 3 | 78,689 | 20,792 | 99,481 | - | 99,481 |
Cost of sales | (69,824) | (13,840) | (83,664) | (3,931) | (87,595) | |
_____ | ______ | ______ | ______ | _____ | ||
Gross profit/(loss) | 8,865 | 6,952 | 15,817 | (3,931) | 11,886 | |
Administrative expenses | (10,663) | (3,779) | (14,442) | ( 655) | (15,097) | |
_______ | ______ | _______ | ______ | _______ | ||
Operating (loss)/profit | (1,798) | 3,173 | 1,375 | ( 4,586) | (3,211) | |
Finance costs | (1,200) | - | (1,200) | (92) | (1,292) | |
______ | ______ | ______ | ______ | ______ | ||
(Loss)/profit before income tax | (2,998) | 3,173 | 175 | ( 4,678) | (4,503) | |
Income tax credit/(charge) | 715 | (840) | (125) | 292 | 167 | |
_______ | _______ | _______ | ______ | ______ | ||
(Loss)/profit for the year (attributable to equity holders of the parent) | (2,283) |
2,333 | 50 | (4,386) | (4,336) | |
_______ | ______ | ______ | ______ | ______ | ||
Basic loss per share | 5 | (11.6p) | ||||
Diluted loss per share | 5 | ( 11.6p) | ||||
Basic loss per share - continuing operations | 5 | (17.8p) | ||||
Diluted loss per share - continuing operations | 5 | (17.8p) |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the 6 months ended 30 June 2012
6 months ended 30.06.12 £000 (unaudited) |
6 months ended 30.06.11 £000 (unaudited) |
year ended 31.12.11 £000 | |
Profit/(loss) for the period/year | 7,325 | (1,134) | (4,336) |
Actuarial (loss)/gain on defined benefit pension plan | (283) | 71 | (1,590) |
Tax on items taken directly to equity | 27 | (48) | 338 |
Cash flow hedges: | |||
Effective portion of changes in fair value | - | 111 | 227 |
Net (expense)/income recognised directly in equity | (256) | 134 | (1,025) |
Total comprehensive income for the period | |||
(attributable to equity holders of the parent) | 7,069 | (1,000) | (5,361) |
CONDENSED CONSOLIDATED BALANCE SHEET
as at 30 June 2012
as at 30.06.12 £000 (unaudited) |
as at 30.06.11 £000 (unaudited) |
as at 31.12.11 £000 | ||
Note | ||||
Assets | ||||
Non-current assets | ||||
Property, plant and equipment | 7 | 5,754 | 9,994 | 6,520 |
Intangible assets | 8 | 8,043 | 12,046 | 8,194 |
Deferred tax asset | 2,382 | 2,332 | 2,231 | |
16,179 | 24,372 | 16,945 | ||
Current assets | ||||
Inventories | 12,755 | 13,139 | 7,874 | |
Assets classified as held for sale | - | - | 8,272 | |
Trade and other receivables | 18,643 | 18,711 | 17,410 | |
Cash and cash equivalents | 9 | 3,824 | 6,416 | 7,657 |
35,222 | 38,266 | 41,213 | ||
Total assets | 51,401 | 62,638 | 58,158 | |
Liabilities | ||||
Current liabilities | ||||
Interest-bearing loans and borrowings | 9 | - | (2,537) | (15,022) |
Derivative financial instruments | - | (116) | - | |
Liabilities classified as held for sale | - | - | (3,903) | |
Trade and other payables | (22,963) | (20,559) | (17,875) | |
(22,963) | (23,212) | (36,800) | ||
Non-current liabilities | ||||
Interest-bearing loans and borrowings | 9 | (6,087) | (21,046) | (6,307) |
Retirement benefit obligations | (4,313) | (2,801) | (4,087) | |
Deferred tax liabilities | (236) | (501) | (246) | |
(10,636) | (24,348) | (10,640) | ||
Total liabilities | (33,599) | (47,560) | (47,440) | |
Net assets | 17,802 | 15,078 | 10,718 | |
Equity | ||||
Issued share capital | 3,853 | 3,853 | 3,853 | |
Share premium | 7,013 | 7,013 | 7,013 | |
Other reserves | 3,178 | 3,062 | 3,178 | |
Revenue reserves | 3,758 | 1,150 | (3,326) | |
Total equity (attributable to equity holders of the parent) | 17,802 | 15,078 | 10,718 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the 6 months ended 30 June 2012
|
6 months ended 30.06.12 £000 (unaudited) |
6 months ended 30.06.11 £000 (unaudited) |
year ended 31.12.11 £000 |
Cash flows from operating activities |
|
|
|
Profit/(loss) for the period | 7,325 | (1,134) | (4,336) |
Adjustments for: | |||
Depreciation of property, plant and equipment | 368 | 856 | 1,580 |
Amortisation of intangible assets | 193 | 267 | 545 |
Loss on sale of property, plant and equipment | - | - | 164 |
(Gain)/loss on disposal of assets classified as held for sale | (7,966) | 48 | 61 |
Net financing costs (before exceptional items) | 429 | 622 | 1,200 |
IFRS 2 charge relating to equity settled plans | 15 | 6 | 7 |
Impairment of goodwill and intangible assets | - | - | 3,574 |
Income tax credit | (134) | (399) | (167) |
Operating cash flows before changes in working capital | |||
and provisions | 230 | 266 | 2,628 |
(Increase)/decrease in trade and other receivables | (462) | 7,045 | 3,118 |
(Increase)/decrease in inventories | (4,874) | (2,083) | 2,872 |
Increase/(decrease) in trade and other payables | 4,297 | (1,618) | (393) |
Movement relative to defined benefit pension scheme | (125) | (125) | (500) |
Cash (used in)/from operations | (934) | 3,485 | 7,725 |
Interest paid | (308) | (536) | (1,120) |
Net cash (used in)/from operating activities | (1,242) | 2,949 | 6,605 |
Cash flows from investing activities | |||
Proceeds from disposal of assets classified as held for sale, net of cash disposed of | 12,982 | 725 | 712 |
Acquisition of property, plant and equipment | (102) | (1,105) | (1,214) |
Acquisition of intangible assets | (80) | (48) | (87) |
Net cash inflow/(outflow) from investing activities | 12,800 | (428) | (589) |
| |||
Cash flows from financing activities | |||
Repayment of bank borrowings | (14,642) | (634) | (2,608) |
Repayment of finance lease liabilities | (749) | (301) | (581) |
Net cash outflow from financing activities | (15,391) | (935) | (3,189) |
Net (decrease)/increase in cash and cash equivalents | (3,833) | 1,586 | 2,827 |
Cash and cash equivalents at 1 January | 7,657 | 4,830 | 4,830 |
Cash and cash equivalents at end of period | 3,824 | 6,416 | 7,657 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the 6 months ended 30 June 2012
Share capital £000 | Share premium £000 | Merger Reserve £000 | Hedging Reserve £000 | Other Reserve £000 | Revenue Reserve £000 | Total £000 | |
Current interim period | |||||||
At 1 January 2012 | 3,853 | 7,013 | 2,184 | - | 994 | (3,326) | 10,718 |
Profit for the period | - | - | - | - | - | 7,325 | 7,325 |
Other comprehensive income for the period | - | - | - | - | - | (256) | (256) |
Movements relating to share-based payments | |||||||
and ESOP Trust | - | - | - | - | - | 15 | 15 |
At 30 June 2012 | 3,853 | 7,013 | 2,184 | - | 994 | 3,758 | 17,802 |
Previous interim period | |||||||
At 1 January 2011 | 3,853 | 7,013 | 2,184 | (227) | 994 | 2,255 | 16,072 |
Loss for the period | (1,134) | (1,134) | |||||
Other comprehensive income for the period | 111 | 23 | 134 | ||||
Movements relating to share-based payments | |||||||
and ESOP Trust | - | - | - | - | - | 6 | 6 |
At 30 June 2011 | 3,853 | 7,013 | 2,184 | (116) | 994 | 1,150 | 15,078 |
Prior year | |||||||
At 1 January 2011 | 3,853 | 7,013 | 2,184 | (227) | 994 | 2,255 | 16,072 |
Loss for the year | (4,336) | (4,336) | |||||
Other comprehensive income for the year | - | - | - | 227 | - | (1,252) | (1,025) |
Movements relating to share-based payments | |||||||
and ESOP Trust | - | - | - | - | - | 7 | 7 |
At 31 December 2011 | 3,853 | 7,013 | 2,184 | - | 994 | (3,326) | 10,718 |
NOTES TO THE FINANCIAL STATEMENTS
1. Basis of preparation
These interim financial statements represent the condensed consolidated financial information of the company and its subsidiaries (together referred to as "the Group") for the 6 months ended 30 June 2012. They have been prepared in accordance with the Disclosure and Transparency Rules of the UK's Financial Services Authority and the requirements of IAS 34 Interim Financial Reporting as adopted by the EU. The interim financial statements were approved by the Board of Directors on 11 September 2012. The interim financial statements do not include all of the information and disclosures required for full annual financial statements. They should be read in conjunction with the Annual Report 2011 which is available on request from the company's registered office or to download from www.havelockeuropa.com.
The financial information contained in this report in respect of the year ended 31 December 2011 has been extracted from the Annual Report 2011 which has been filed with the Registrar of Companies. The auditors report on these financial statements was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.
The interim statements have been prepared on a going concern basis. The reasons for this are outlined in the Chairman's Statement.
The interim financial statements are unaudited and have not been reviewed by the Company's auditor.
2. Significant accounting policies
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group as disclosed in its consolidated financial statements as at and for the year ended 31 December 2011. Although the group has adopted a number of new interpretations and amendments to existing standards in the period, the application of these has not had any impact on the net assets or results of the group. The amendment to IAS19 Employee Benefits is issued but not effective for the current financial year and has not been adopted early. The group is currently assessing the impact of this amendment.
3. Segmental reporting
Management information is presented to the main board (the chief operating decision maker) based upon business segments. There has been no change to the operating segments during the period. The reported segments are:
·; Interiors - design, manufacture and installation of interiors for schools, retail, financial services, hotels and other accommodation premises; | ||||
·; Educational Supplies - design, manufacture, supply and installation of teaching aids, display boards and fume cupboards for the education sector; the Educational Supplies segment includes the Supplies businesses: Teacherboards, Clean Air and Stage Systems. | ||||
·; The discontinued activities presented comprise the Point of Sale division which was sold during the period - (note 13)
| ||||
6 months ended 30.06.12 (unaudited) |
6 months ended 30.06.11 (unaudited) |
year ended 31.12.11 |
| |
£000 | £000 | £000 |
| |
Total revenue from external customers |
| |||
Interiors | 34,590 | 29,111 | 70,095 |
|
Educational Supplies | 3,900 | 3,822 | 8,594 |
|
Total revenue from external customers | 38,490 | 32,933 | 78,689 |
|
Inter-segment revenue |
| |||
Interiors | - | - | 1 |
|
Educational Supplies | 769 | 856 | 1,421 |
|
Total inter-segment revenue | 769 | 856 | 1,422 |
|
Total revenue |
| |||
Interiors | 34,590 | 29,111 | 70,096 |
|
Educational Supplies | 4,669 | 4,678 | 10,015 |
|
Total revenue | 39,259 | 33,789 | 80,111 |
|
Eliminate inter-segment revenue | (769) | (856) | (1,422) |
|
Discontinued activities | 6,201 | 10,006 | 20,792 |
|
Consolidated revenue | 44,691 | 42,939 | 99,481 |
|
| ||||
Segment result |
| |||
Interiors | (130) | (1,291) | (839) |
|
Educational Supplies | (10) | (39) | 271 |
|
Amortisation of intangibles (element relating to Educational Supplies segment) | (59) | (100) | (196) |
|
Total segment result from continuing operations | (199) | (1,430) | (764) |
|
Unallocated expenses (excluding exceptional costs) | (556) | (748) | (1,034) |
|
Loss from continuing operations | (755) | (2,178) | (1,798) |
|
Net financing costs (excluding exceptional finance costs) | (429) | (622) | (1,200) |
|
Loss before income tax, discontinued operations and exceptional costs | (1,184) | (2,800) | (2,998) |
|
Exceptional costs | (333) | - | (4,678) |
|
Loss before income tax and discontinued operations | (1,517) | (2,800) | (7,676) |
|
Income tax | 312 | 728 | 1,007 |
|
Discontinued activities, net of tax | 8,530 | 938 | 2,333 |
|
Profit/(loss) for the period/year | 7,325 | (1,134) | (4,336) |
|
Segment assets | |||
Interiors | 36,143 | 32,981 | 30,528 |
Educational Supplies | 7,259 | 10,776 | 6,891 |
Discontinued activities | - | 9,432 | 9,772 |
Unallocated | 7,999 | 9,449 | 10,967 |
Total assets | 51,401 | 62,638 | 58,158 |
4. Income tax
A credit for current taxation has been included at 24% (2011 26%), being the effective rate likely to be applied to the result for the full year to 31 December 2012.
A reduction in the rate from 25% to 24% (effective from 1 April 2012) was substantively enacted on 26 March 2012 and the deferred tax liability/asset has therefore been calculated based on the rate of 24%.
The Budget on 21 March 2012 announced that the UK corporation tax rate will reduce from 24% to 22% over a period of 2 years from 2012. It has not yet been possible to quantify the full anticipated effect of this rate reduction, although this will further reduce the company's future current tax charge and reduce the company's net deferred tax asset accordingly.
5. Earnings per share
The calculation of basic earnings per share and underlying earnings per share for the period ended 30 June 2012 is based on the profit attributable to ordinary shareholders as follows:
6 months ended 30.06.12 £000 (unaudited) |
6 months ended 30.06.11 £000 (unaudited) |
year ended 31.12.11 £000 |
6 months ended 30.06.12 EPS (pence) (unaudited) |
6 months ended 30.06.11 EPS (pence) (unaudited) |
year ended 31.12.11 EPS(pence) | |
Basic | 7,325 | (1,134) | (4,336) | 19.6 | (3.0) | (11.6) |
Adjusted for: | ||||||
Exceptional costs (net of associated tax credit) | 253 | - | 4,386 | 0.7 | - | 11.7 |
Adjusted | 7,578 | (1,134) | 50 | 20.3 | (3.0) | 0.1 |
Diluted basic earnings per share | 19.0 | (3.0) | (11.6) | |||
Diluted adjusted earnings per share | 19.7 | (3.0) | 0.1 |
Continuing operations:
6 months ended 30.06.12 £000 (unaudited) | 6 months ended 30.06.11 £000 (unaudited) | year ended 31.12.11 £000 | 6 months ended 30.06.12 EPS (pence) (unaudited) | 6 months ended 30.06.11 EPS (pence) (unaudited) | year ended 31.12.11 EPS(pence) | |
Basic | 7,325 | (1,134) | (4,336) | 19.6 | (3.0) | (11.6) |
Adjusted for: | ||||||
Discontinued activities | (8,530) | (938) | (2,333) | (22.9) | (2.5) | (6.2) |
(1,205) | (2,072) | (6,669) | (3.3) | (5.5) | (17.8) | |
Exceptional costs (net of associated tax credit) | 253 | - | 4,386 | 0.7 | - | 11.7 |
Adjusted | (952) | (2,072) | (2,283) | (2.6) | (5.5) | (6.1) |
Diluted basic loss per share | (3.3) | (5.5) | (17.8) | |||
Diluted adjusted loss per share | (2.6) | (5.5) | (6.1) |
The weighted average number of ordinary shares used in each calculation is as follows:
Basic earnings per share
6 months ended 30.06.12 (unaudited) | 6 months ended 30.06.11 (unaudited) | year ended 31.12.11 | |
In thousands of shares | |||
Issued ordinary shares at 1 January | 38,532 | 38,532 | 38,532 |
Effect of own shares held | (1,225) | (1,225) | (1,225) |
Weighted average number of ordinary shares for the period | 37,307 | 37,307 | 37,307 |
Diluted earnings per share
6 months ended 30.06.12 (unaudited) | 6 months ended 30.06.11 (unaudited) | year ended 31.12.11 | |
In thousands of shares | |||
Weighted average number of ordinary shares | 37,307 | 37,307 | 37,307 |
Effect of share options in issue | 1,150 | 631 | 587 |
Weighted average number of ordinary shares (diluted) for the period | 38,457 | 37,938 | 37,894 |
6. Equity dividends
No dividends have been declared or proposed for 2012.
7. Property, plant and equipment
| 6 months ended 30.06.12 £000 (unaudited) | 6 months ended 30.06.11 £000 (unaudited) | year ended 31.12.11 £000 |
Carrying amount | |||
At beginning of the period | 6,520 | 10,745 | 10,745 |
Additions at cost | 102 | 105 | 214 |
Disposals | - | - | (164) |
Transferred to assets held for sale | - | - | (2,695) |
Depreciation charge for the period | (368) | (856) | (1,580) |
Impairment | (500) | - | - |
At end of the period | 5,754 | 9,994 | 6,520 |
Contracts placed for future capital expenditure not provided in the financial statements amount to £26,000 (30 June 2011: £3,000,
31 December 2011: £95,000)
8. Intangible assets
6 months ended 30.06.12 £000 (unaudited) | 6 months ended 30.06.11 £000 (unaudited) | year ended 31.12.11 £000 | |
Carrying amount | |||
At beginning of the period | 8,194 | 12,265 | 12,265 |
Additions | 80 | 48 | 87 |
Transferred to assets held for sale | - | - | (39) |
Amortisation for the period | (193) | (267) | (545) |
Impairment | (38) | - | (3,574) |
At end of the period | 8,043 | 12,046 | 8,194 |
9. Analysis of net cash and financial liabilities
as at 30.06.12 £000 (unaudited) | as at 30.06.11 £000 (unaudited) | as at 31.12.11 £000 | |
Cash and cash equivalents per cash flow | 3,824 | 6,416 | 7,657 |
Secured bank loans | - | (2,000) | (14,500) |
Finance lease obligations | - | (537) | (522) |
Current financial liabilities (excluding bank overdrafts) | - | (2,537) | (15,022) |
Secured bank loans | (6,087) | (20,554) | (6,080) |
Finance lease obligations | - | (492) | (227) |
Non-current financial liabilities | (6,087) | (21,046) | (6,307) |
Net cash and financial liabilities | (2,263) | (17,167) | (13,672) |
10. Related parties
Transactions with key management personnel
Group key management personnel receive compensation in the form of salaries and short-term benefits, post-employment benefits and share-based payments. Group key management received total compensation of £572,000 for the six months ended 30 June 2012 (six months ended 30 June 2011: £ 864,000). This included no compensation for loss of office (six months ended 30 June 2011: £90,000).
11. Pension liabilities
During the period, the pension deficit, net of deferred tax, increased to £3.3 million (December 2011: £3.1 million) as a result of a decrease in the value of the fund's investments and an increase in its liabilities.
12. Exceptional costs
An analysis of exceptional costs is as follows: |
6 months ended 30.06.12 (unaudited) |
year ended 31.12.11 |
£000 | £000 | |
Re-organisation of central functions | 333 | - |
Re-organisation of Interiors business | - | 640 |
Other restructuring costs | - | 372 |
Impairment of intangible assets | - | 191 |
Goodwill impairment | - | 3,383 |
333 | 4,586 | |
Charged to financing costs | - | 92 |
Total exceptional costs | 333 | 4,678 |
13. Discontinued operations
On 26 April 2012, the Group sold the Showcard Print business which comprised the Point of Sale Division. Showcard Print was classified as held for sale at 31 December 2011. Comparatives have been restated accordingly. The results of the discontinued activity are shown in the income statement.
Cash flows from discontinued operation
6 months ended 30.06.12 £000 (unaudited) |
6 months ended 30.06.11 £000 (unaudited) |
year ended 31.12.11 £000 | |
Net cash from operating activities | 1,331 | 2,672 | 3,835 |
Net cash from investing activities | - | (288) | (288) |
Net cash from discontinued operation | 1,331 | 2,384 | 3,547 |
Effect of disposal on the financial position of the Group
6 months ended 30.06.12 £000 (unaudited) | |
Property, plant and equipment | (2,730) |
Inventories | (303) |
Receivables | (4,457) |
Cash | (2,407) |
Payables | 3,268 |
Net identifiable assets and liabilities | (6,629) |
Consideration received, satisfied in cash | 16,269 |
Expenses of sale | (987) |
Net proceeds | 15,282 |
Expenses of sale accrued | 107 |
Cash disposed of | (2,407) |
Net cash inflow in respect of disposals | 12,982 |
Net proceeds | 15,282 |
Net identifiable assets and liabilities | (6,667) |
Impairment of property, plant and equipment | (500) |
Bank loan arrangement fees written off | (149) |
Gain on disposal | 7,966 |
14. Principal risks and uncertainties
The principal risks and uncertainties facing the group for the remainder of 2012 are shown below and have not changed from those disclosed in the Annual report for 2011.
The Group's loan facilities contain covenants as to EBITDA, asset cover and cash performance. These covenants are tested quarterly and failure to meet these constitutes an event of default under the facility agreement, giving the Bank the right to require immediate repayment of all amounts loaned. The Group's financial forecasts show that these covenants can be met. However, any material disruption to operational and financial performance could result in a shortfall against the standard of performance required. The Group addresses this risk by detailed monitoring of financial performance and the expected outcome for each measurement period.
The Group's businesses have a strong seasonal element, with a peak of activity in the middle and second half of the year. This could result in peak output requirements exceeding the available capacity. The Group manages this risk by detailed and regular capacity planning reviews, with additional shifts and early production being planned.
In the current economic climate, there is less certainty for all businesses about future trading. This is particularly true in the retail sector, where customers may change their plans and programmes at short notice. The Group manages this risk by reviewing trading outlook more frequently, including the review of weekly order intake figures.
The Retail Interiors business operates in a highly competitive market and deals with major customers which increasingly employ procurement strategies designed to ensure that all purchases, and not just those of stock items, are acquired at the lowest possible cost. The business is addressing this risk by seeking production cost savings including, where appropriate, procurement from lower cost overseas suppliers.
The Educational Interiors business is involved as a supplier to major construction projects which can be subject to time delays and slippage caused by both commercial and weather-related issues. The business addresses this risk by building allowance for slippage into its production forecasts and budgets.
The Retail and Educational Interiors businesses work as sub-contractors under industry standard written contracts. The risks involved in working under such contracts are controlled by the employment of qualified and knowledgeable contract managers and quantity surveyors.
The largest element of working capital employed by the Group is trade receivables. These are subject to credit risk and, as a consequence, the Group employs credit insurance to cover the risk on most of its commercial debtors. However, in addition to debt owed by the public sector and local government, the Group bears the credit risk on a proportion of receivables where its credit insurers are unwilling to provide cover. At present, credit insurers continue to be prudent with the amount of cover they are willing to provide and consequently the level of uninsured debtors has increased. The Group's procedures require that material uninsured credit limits are approved by the Board. The Group also monitors the credit status of its major customers.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
·; the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union;
·; the interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
Eric Prescott Grant Findlay
Chief Executive Finance Director
11 September 2012
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