30th Sep 2009 15:07
Mavinwood Plc
("Mavinwood" or "the Company")
Interim results for the six months ended 30 June 2009
Financial highlights 2009 2008
Continuing operations:
Revenue £9.3m £11.7m
Operating profit before amortisation and impairment of intangible
assets and exceptional items (EBITA) £0.5m £0.7m
Operating (loss)/profit £(0.6)m £0.5m
Loss before tax £(2.5)m £(1.0)m
Basic loss per share from continuing operations (0.43)p (0.23)p
Adjusted loss before tax* £(0.7)m £(0.8)m
Adjusted fully diluted loss per share* (0.04)p (0.18)p
Total basic loss per share (0.59)p (0.18)p
* before discontinued operations, amortisation and impairment of intangible assets and exceptional items
Charles Skinner, Chief Executive, commented;
'Following the disposal of the majority of its Emergency Repair businesses the Company is now focussed on Document Handling. Our two document storage businesses, Restore and Wansdyke, and our document scanning business, DCS, are profitable and well regarded in their markets.
The disposal proceeds on the Emergency Repair businesses moves us towards a net debt level more appropriate for a business of our size. After a difficult 12 months the Company now has a clear strategy to focus on the very attractive document storage sector which provides good cash-flow and stability of earnings.'
Enquiries:
Mavinwood plc
Charles Skinner, Chief Executive 07966 234075
Collins Stewart
Adrian Hadden 020 7523 8353
Threadneedle PR
John Coles 020 7653 9848
CHIEF EXECUTIVE'S REVIEW
SUMMARY
In June 2009, a new management team was appointed whose immediate focus was to dispose of the Emergency Repair businesses and renegotiate the Company's bank facilities. Both of these have been largely completed and the focus will now be on the Company's Document Handling activities. These businesses have proved robust both in light of the overall economic conditions and the difficulties which the Mavinwood (the 'Group') has experienced.
Our exit from the Emergency Repairs activities has been achieved by:
the sale of ANSA Holdings Limited, Independent Inspections Limited, and Home and Comforts Limited which was completed on 29 June 2009
the run-off of the principal contract of ANSA Building Services, which is expected to result in the closure of the business by the end of this year
entering negotiations for the possible sale of Peter Cox Limited, a national provider of damp and waterproofing, timber preservation and wall stabilisation for property.
Our Document Handling activities comprise two document storage businesses, Restore and Wansdyke, and a document scanning business, DCS. We are currently integrating the two document storage businesses and we believe these make a firm foundation on which to expand our presence in this attractive market.
On 29 July 2009, we announced that we had refinanced our existing debt through a £19.5m facility from Lloyds TSB Bank plc. The additional requirement that the Company raise a minimum of £5.1m in cash by 30 September 2009 has today been effected by means of subordinated loans from Geraldton Services Inc, the Company's principal shareholder.
RESULTS
In these results, the Document Handling division and ABS have been classified as continuing operations. Peter Cox Limited, the remaining company in the Emergency Repair division, has been classified as held for resale.
Revenue from continuing operations in the six months ended 30 June 2009 was £9.3 million (2008: £11.7 million), with loss before tax of £2.5 million (2008: loss £1.0 million) and basic loss per ordinary share of 0.43p (2008: 0.23p).
The operating loss from continuing operations before amortisation and impairment of intangible assets and exceptional items was £661,000 (2008 loss: £757,000). The basic loss per ordinary share for continuing operations was 0.43p (2008: 0.23p).
LOSS BEFORE TAX
The loss before tax for the six months ended 30 June 2009 for continuing operations was £2,482,000 (2008: £963,000). However, the Directors believe that an adjusted measure of loss before tax and loss per share provides shareholders with a more appropriate representation of the underlying earnings derived from the Group's business. The items adjusted for in arriving at that underlying level are as follows:
|
Six months ended 30 June 2009 |
Six months ended 30 June 2008 |
Year ended 31 December 2008 |
|||
|
Continuing operations |
£'000 |
£'000 |
£'000 |
||
|
Document Handling |
2,042 |
2,577 |
4,736 |
||
|
Emergency Repair |
(794) |
(129) |
(475) |
||
|
Central costs |
(762) |
(1,764) |
(1,138) |
||
|
Impairment of intangible assets |
- |
- |
(6,893) |
||
|
Exceptional items - provision for onerous lease costs |
(952) |
- |
(824) |
||
|
Amortisation of intangible assets |
(119) |
(206) |
(240) |
||
|
Operating (loss)/profit |
(585) |
478 |
(4,834) |
||
|
Net finance costs |
(1,147) |
(1,442) |
(3,033) |
||
|
Exceptional items - finance arrangement fee |
(750) |
- |
- |
||
|
Loss before tax |
(2,482) |
(964) |
(7,867) |
||
|
Impairment of intangible assets |
- |
- |
6,893 |
||
|
Exceptional items - total |
1,702 |
- |
824 |
||
|
Amortisation of intangible assets |
119 |
206 |
240 |
||
|
Adjusted (loss)/profit before tax - continuing operations |
(661) |
(758) |
90 |
DOCUMENT HANDLING
The market for the physical storage of archives continues to grow well in excess of GDP, with especially strong growth in sectors such as professional services.
The recession has reduced business activity and we saw some softening in the volume of retrievals of boxes and files in the first half of the year. However, this has been offset by continued good organic growth from existing customers and some new contract wins.
The financial summary for the Document Handling division is set out below:
|
Six months ended 30 June 2009 |
Six months ended 30 June 2008 |
Year ended 31 December 2008 |
|||||
|
£'000 |
£'000 |
£'000 |
|||||
|
Revenue |
Restore and Wansdyke |
4,904 |
4,944 |
10,148 |
|||
|
DCS |
2,120 |
2,607 |
4,582 |
||||
|
Total |
7,024 |
7,551 |
14,730 |
||||
|
Operating profit |
Restore and Wansdyke |
1,361 |
1,629 |
3,492 |
|||
|
DCS |
681 |
948 |
1,244 |
||||
|
Total |
2,042 |
2,577 |
4,736 |
Restore and Wansdyke
Restore and Wansdyke serve a wide range of customers, including law firms, corporates of varying sizes, financial services companies, councils and health trusts. Our customers are mostly based in London and the South across to Bristol and South Wales. The majority of sales relate to the storage and retrieval of archive boxes, individual files and other material such as magnetic media and film.
Scanning of documents on a selective basis is also offered to clients. Shredding or pulping of documents at the end of their useful lives is currently outsourced, although this would form a logical product extension.
We operate a combination of freehold and leasehold sites at Wansdyke and Restore respectively. Due to the absence of rental charges, the return on sales at Wansdyke is higher than at Restore. We have significant spare capacity which could be utilised at Wansdyke's underground storage facilities near Bath. This gives us the scope to grow revenues without a corresponding increase in rental costs (typically the largest expense in this industry), and thereby increase operating margins further.
There is also scope for improved performance in these businesses from the integration programme currently underway.
Document Control Services (DCS)
DCS scans and indexes documents with high intellectual property content. The business has a blue chip customer base with a strong focus on infrastructure. The quality of the service enables DCS to achieve margins above those typical in the industry. DCS is highly complementary to our document storage activities, although the project-driven nature of its activities results in a less consistent earnings pattern than that achieved in document storage.
EMERGENCY REPAIR
As noted above, we are in the process of exiting from this sector.
We sold the ANSA and Independent businesses, which comprised the majority of the Emergency Repair division, to the incumbent management team backed by Lloyds TSB Development Capital Limited (LDC). Cash proceeds received on completion of the sale were £18.05m before expenses. A further sum of up to £1.5m has been paid into an escrow account and will be released to Mavinwood depending on the EBITA performance of the businesses sold during the year ending 31 December 2009.
We will cease the operations of ABS by 31 December 2009.
Peter Cox Limited continues to be held for sale. It operates independently of our other activities and has coped well with the very tough trading environment it has experienced over the period.
CENTRAL COSTS
Central costs for the six month period have reduced from £1,764,000 to £762,000. Further cost reductions to reduce head office costs below £1m a year are expected in the second half of 2009 and into 2010.
INTEREST
Net interest payable amounted to £1,147,000 (2008: £1,442,000). In addition to the interest cost, the underwriting fee of £750,000 and cost of the short term loan facility (of which £2.0m was drawn down at 30 June 2009) provided by our principal shareholder has been included in finance costs. As previously announced these arrangements were extended to 30 September 2009, at an additional cost of £150,000. This extension provided the Group with the flexibility to refinance the debt. As announced on 29 July 2009, the Company entered into a facility agreement with Lloyds TSB Bank plc. The new facility agreement provides three-year amortising facilities of up to £19.5m and will provide the Company with term, revolving credit and overdraft facilities.
The facility documents contain covenants, representations and warranties and events of default which are standard for these types of facilities. We have today announced that we have reached agreement with Lloyds to amend the facility agreement dated 29 July 2009 that Mavinwood entered into with Lloyds TSB Bank plc (the "Lloyds Facility"). In connection with the amendment of the Lloyds Facility Mavinwood has entered into subordinated loan facilities with Geraldton Services Inc. totalling £5.1m. The amended Lloyds Facility also requires a minimum equity injection by 31 December 2009 of an amount equal to (i) the subordinated loans (including rolled-up interest) plus (ii) the previously announced fee of £900,000 payable to Geraldton Services Inc. in connection with their equity underwriting commitment. Geraldton's underwriting commitment has been varied to reflect the above.
(LOSS)/EARNINGS PER SHARE (EPS)
|
Six months ended 30 June 2009 |
Restated Six months ended 30 June 2008 |
Year ended 31 December 2008 |
|||||
|
Loss per share from continuing operations (pence) |
|||||||
|
Basic |
(0.43)p |
(0.23)p |
(1.48)p |
||||
|
Diluted |
(0.43)p |
(0.23)p |
(1.48)p |
||||
|
Adjusted (loss)/earnings per share from continuing operations (pence)* |
|||||||
|
Basic |
(0.04)p |
(0.18)p |
0.23p |
||||
|
Diluted |
(0.04)p |
(0.18)p |
0.21p |
||||
*before impairment and amortisation of intangible assets and exceptional items.
Basic EPS is (0.43)p, compared to (0.23)p in 2008. Basic EPS adjusted as above was (0.04)p (2008: (0.18)p). Assuming the exercise of all options and awards under the LTIP in 2009 at an average price of 2.5p (2008: 15.0p), the fully diluted adjusted EPS becomes (0.04)p (2008: (0.18)p).
DIVIDENDS
The Board does not recommend declaring an interim dividend (2008: Nil).
CASH FLOW
The net cash inflow from continuing operations before capital expenditure was £441,000 (2008: £1,468,000). This inflow is after taking account of a working capital outflow of £0.4m.
Capital expenditure for the period totalled £1,014,000 (2008: £701,000) compared to depreciation of £680,000 (2008: £471,000). Significant expenditure comprised the fitting out of empty space in the underground storage areas at Wansdyke and installing the industry standard IT system at Restore and Wansdyke.
BOARD
On 8 June Sir William Wells, Andrew Wilson and I were appointed to the Board and Philip Reid and Bob Guthrie stepped down as non-executive directors. On completion of the sale of ANSA and Independent on 26 June 2009, Steve Watkins resigned from the Board. On 31 July 2009, Kevin Mahoney and Mike Vincent also resigned from the Board.
OUTLOOK
Current trading continues to be steady in document storage with significant opportunities to increase volumes and margins. Document scanning has recently experienced a delay in the execution of several major contracts which has reduced turnover below expected levels. We have addressed this with cost-cutting measures, but this will not hamper our ability to execute the work when it returns to more normal levels.
We have a clear strategy to develop our Document Handling activities, particularly in the area of document storage. This is an attractive sector with strong cash flow and stability of earnings, which is likely to see a consolidation of the number of operators over the next few years.
Charles Skinner
Chief Executive Officer 30 September 2009
Condensed Consolidated Interim Income Statement
for the six months ended 30 June 2009
|
Unaudited |
Unaudited Restated |
||||||
|
Six months ended |
Six months ended |
Year ended |
|||||
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
|||||
|
Note |
£'000 |
£'000 |
£'000 |
||||
|
Continuing operations |
|||||||
|
Revenue |
2 |
9,304 |
11,727 |
22,336 |
|||
|
Cost of sales |
(5,601) |
(7,620) |
(13,390) |
||||
|
Gross profit |
3,703 |
4,107 |
8,946 |
||||
|
Administrative expenses |
(3,336) |
(3,629) |
(6,063) |
||||
|
Impairment of intangible assets |
- |
- |
(6,893) |
||||
|
Exceptional items |
2 |
(952) |
- |
(824) |
|||
|
Total operating costs |
(4,288) |
(3,629) |
(13,780) |
||||
|
Operating (loss)/profit |
(585) |
478 |
(4,834) |
||||
|
Investment income |
- |
57 |
6 |
||||
|
Finance costs |
(1,147) |
(1,499) |
(3,039) |
||||
|
Exceptional items |
2 |
(750) |
- |
- |
|||
|
Total finance costs |
(1,897) |
(1,442) |
(3,033) |
||||
|
Loss before tax |
(2,482) |
(964) |
(7,867) |
||||
|
Income tax credit/(expense) |
3 |
480 |
(80) |
999 |
|||
|
Loss from continuing operations |
(2,002) |
(1,044) |
(6,868) |
||||
|
Discontinued operations (Loss)/profit from discontinued operations |
5 |
(732) |
196 |
(28,068) |
|||
|
Loss for the period |
(2,734) |
(848) |
(34,936) |
||||
|
Attributable to |
|||||||
|
Equity holders of the Company |
(2,734) |
(848) |
(34,936) |
||||
|
Loss per share (pence) |
|||||||
|
Basic |
4 |
(0.59)p |
(0.18)p |
(7.52)p |
|||
|
Diluted |
4 |
(0.59)p |
(0.18)p |
(7.52)p |
|||
|
Loss per share from continuing operations (pence) |
|||||||
|
Basic |
4 |
(0.43)p |
(0.23)p |
(1.48)p |
|||
|
Diluted |
4 |
(0.43)p |
(0.23)p |
(1.48)p |
|||
Consolidated Statement of Changes in Shareholders' Equity
for the six months ended 30 June 2009
|
Share capital |
Share premium |
Share based payments reserve |
Retained (loss)/ earnings |
Total equity |
|||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
|
Balance at 1 January 2008 |
512 |
41,951 |
2,994 |
5,156 |
50,613 |
||||
|
Loss for the period |
- |
- |
- |
(847) |
(847) |
||||
|
Total recognised income and expenditure |
512 |
41,951 |
2,994 |
4,309 |
49,766 |
||||
|
Issue of shares during the period |
4 |
483 |
- |
- |
487 |
||||
|
Issue costs |
- |
(38) |
- |
- |
(38) |
||||
|
Share based payments charge |
- |
- |
960 |
- |
960 |
||||
|
Awards under the LTIP exercised |
- |
- |
(86) |
- |
(86) |
||||
|
Balance at 30 June 2008 |
516 |
42,396 |
3,868 |
4,309 |
51,089 |
||||
|
Loss for the period |
- |
- |
- |
(34,089) |
(34,089) |
||||
|
Total recognised income and expenditure |
516 |
42,396 |
3,868 |
(29,780) |
17,000 |
||||
|
Share based payments credit |
- |
- |
(1,799) |
- |
(1,799) |
||||
|
Balance at 31 December 2008 |
516 |
42,396 |
2,069 |
(29,780) |
15,201 |
||||
|
Loss for the period - continuing |
- |
- |
- |
(2,002) |
(2,002) |
||||
|
Loss for the period - discontinuing |
- |
- |
- |
(732) |
(732) |
||||
|
Balance at 30 June 2009 |
516 |
42,396 |
2,069 |
(32,514) |
12,467 |
Condensed Consolidated Interim Balance Sheet
at 30 June 2009
|
Unaudited |
Unaudited |
|||||
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
||||
|
Note |
£'000 |
£'000 |
£'000 |
|||
|
Assets |
||||||
|
Non-current assets |
||||||
|
Intangible assets |
21,832 |
70,348 |
21,846 |
|||
|
Property, plant and equipment |
11,329 |
11,383 |
10,864 |
|||
|
Investments |
- |
507 |
- |
|||
|
Deferred tax asset |
48 |
- |
21 |
|||
|
33,209 |
82,238 |
32,731 |
||||
|
Current assets |
||||||
|
Inventories |
66 |
506 |
131 |
|||
|
Trade and other receivables |
5,378 |
18,731 |
7,529 |
|||
|
Cash and cash equivalents |
1,517 |
449 |
575 |
|||
|
6,961 |
19,686 |
8,235 |
||||
|
Assets held for sale 5 |
4,614 |
5,736 |
35,115 |
|||
|
Total assets |
44,784 |
107,660 |
76,081 |
|||
|
Liabilities |
||||||
|
Current liabilities |
||||||
|
Trade and other payables |
(5,988) |
(10,539) |
(4,939) |
|||
|
Bank overdrafts and loans |
(10,898) |
(7,560) |
(11,006) |
|||
|
Current tax liabilities |
- |
(957) |
(20) |
|||
|
Other financial liabilities |
- |
(23) |
(3) |
|||
|
Provisions 5 |
(313) |
(1,578) |
(171) |
|||
|
(17,199) |
(20,657) |
(16,139) |
||||
|
Liabilities directly associated with assets classified as held for sale 6 |
(2,302) |
(5,504) |
(15,981) |
|||
|
Net current (liabilities)/assets |
(7,926) |
(739) |
11,230 |
|||
|
Non-current liabilities |
||||||
|
Bank loans |
(8,442) |
(26,170) |
(24,708) |
|||
|
Deferred tax liability |
(3,261) |
(4,240) |
(3,338) |
|||
|
Provisions 5 |
(1,113) |
- |
(714) |
|||
|
(12,816) |
(30,410) |
(28,760) |
||||
|
Net assets |
12,467 |
51,089 |
15,201 |
|||
|
Shareholders equity |
||||||
|
Called up share capital |
516 |
516 |
516 |
|||
|
Share premium account |
42,396 |
42,396 |
42,396 |
|||
|
Share based payments reserve |
2,069 |
3,868 |
2,069 |
|||
|
Retained (loss)/earnings |
(32,514) |
4,309 |
(29,780) |
|||
|
Attributable to equity holders of the Company |
12,467 |
51,089 |
15,201 |
|||
Condensed Consolidated Interim Statement of Cash Flows
for the six months ended 30 June 2009
|
Unaudited |
Unaudited Restated |
|||||
|
Six months ended |
Six months ended |
Year ended |
||||
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
||||
|
£'000 |
£'000 |
£'000 |
||||
|
Cash inflow from operating activities |
||||||
|
Continuing operations |
||||||
|
Loss for the period |
(2,002) |
(1,044) |
(6,868) |
|||
|
Depreciation of property, plant and equipment |
342 |
211 |
460 |
|||
|
Amortisation of intangible assets |
119 |
206 |
240 |
|||
|
Impairment of intangible assets |
- |
- |
6,893 |
|||
|
Finance costs recognised in profit and loss |
1,897 |
1,441 |
3,033 |
|||
|
Income tax (credit)/expense recognised in profit and loss |
(480) |
412 |
(999) |
|||
|
Share based payments charge/(credit) |
- |
842 |
(533) |
|||
|
Operating exceptional items |
952 |
- |
824 |
|||
|
Gain on disposal of property, plant and equipment |
- |
- |
1 |
|||
|
Movement in working capital |
||||||
|
Increase in inventories |
(9) |
(293) |
(114) |
|||
|
Increase in trade and other receivables |
(1,280) |
(94) |
(2,980) |
|||
|
Increase/(decrease) in trade and other payables |
902 |
(213) |
1,833 |
|||
|
Net cash generated from continuing operations |
441 |
1,468 |
1,790 |
|||
|
Discontinued operations |
||||||
|
Loss for the period |
(732) |
(15) |
(28,068) |
|||
|
Depreciation of property, plant and equipment |
338 |
260 |
631 |
|||
|
Amortisation of intangible assets |
- |
- |
78 |
|||
|
Impairment of intangible assets |
1,576 |
335 |
27,493 |
|||
|
Finance costs recognised in profit and loss |
- |
- |
(51) |
|||
|
Income tax expense recognised in profit and loss |
45 |
276 |
236 |
|||
|
Share based payments charge/(credit) |
- |
118 |
(306) |
|||
|
(Loss)/profit on disposal |
(741) |
466 |
318 |
|||
|
Gain/(loss) on disposal of property, plant and equipment |
13 |
- |
(34) |
|||
|
Movement in working capital |
||||||
|
(Increase)/decrease in inventories |
(8) |
4 |
142 |
|||
|
Decrease/(increase) in trade and other receivables |
84 |
(273) |
1,315 |
|||
|
(Decrease)/increase in trade and other payables |
(463) |
(338) |
3,090 |
|||
|
Net cash generated from discontinued operations |
112 |
833 |
4,844 |
|||
|
Net cash generated from operations |
553 |
2,301 |
6,634 |
Condensed Consolidated Interim Statement of Cash Flows (continued)
for the six months ended 30 June 2008
|
Unaudited |
Unaudited Restated |
|||||
|
Six months ended |
Six months ended |
Year ended |
||||
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
||||
|
£'000 |
£'000 |
£'000 |
||||
|
Net cash generated from operations |
553 |
2,301 |
6,634 |
|||
|
Net finance costs |
(1,147) |
(1,248) |
(3,049) |
|||
|
Income taxes paid |
269 |
(1,176) |
(1,547) |
|||
|
Net cash (used by)/generated from operating activities |
(325) |
(123) |
2,038 |
|||
|
Cash flows from investing activities |
||||||
|
Purchases of property, plant and equipment |
(1,014) |
(701) |
(2,726) |
|||
|
Contingent consideration |
(61) |
(1,539) |
(3,102) |
|||
|
Cash consideration paid |
- |
- |
(400) |
|||
|
Loan note receipts |
43 |
28 |
150 |
|||
|
Sale/(acquisition) of subsidiary, net of costs and cash disposed/(acquired) |
17,945 |
(400) |
- |
|||
|
Cash flows used in investing activities |
16,913 |
(2,612) |
(6,078) |
|||
|
Cash flows from financing activities |
||||||
|
Proceeds from share issue |
- |
388 |
449 |
|||
|
Repayment of borrowings |
(16,200) |
(1,000) |
(4,000) |
|||
|
Repayment of indebtedness |
- |
- |
8,000 |
|||
|
New bank loans raised |
- |
2,500 |
- |
|||
|
Deferred financing costs |
(274) |
(18) |
(106) |
|||
|
Increase in bank overdrafts |
931 |
223 |
138 |
|||
|
Finance lease principal repayments |
- |
(22) |
(102) |
|||
|
Net cash generated in financing activities |
(15,543) |
2,071 |
4,379 |
|||
|
Net decrease in cash and cash equivalents |
1,045 |
(664) |
339 |
|||
|
Cash and cash equivalents at start of period |
575 |
1,108 |
1,108 |
|||
|
Less: Net cash and cash equivalents included in discontinued operations |
(103) |
5 |
(872) |
|||
|
Cash and cash equivalents at the end of period |
1,517 |
449 |
575 |
|||
Notes to the Consolidated Interim report
for the six months ended 30 June 2009
1 Basis of preparation
The unaudited interim financial information for the half year ended 30 June 2009, which has been approved by the Board of Directors on 29 September 2009, has been prepared based on the accounting policies consistent with those used in the financial statements for the year ended 31 December 2008 and those expected to be applied in the financial statements for the year ended 31 December 2009.
The results and cash flows for the period ended 30 June 2008 have been restated to show the impact of discontinued operations.
The interim report for the six months ended 30 June 2009 does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The results for the year ended 31 December 2008 have been extracted from the financial statements for the year ended 31 December 2008 which have been filed with the Registrar of Companies. The auditors' report contained therein, was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985.
2 Segmental information
|
Unaudited |
Unaudited |
Unaudited |
|||
|
Six months ended |
Six months ended |
Year ended |
|||
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
|||
|
£'000 |
£'000 |
£'000 |
|||
|
|
|
|
|
||
|
Revenue |
|||||
|
The revenue was derived from the Group's principal activities in the UK as follows: |
|||||
|
Emergency Repair |
2,280 |
4,176 |
7,606 |
||
|
Document Handling |
7,024 |
7,551 |
14,730 |
||
|
|
9,304 |
11,727 |
22,336 |
||
|
Results |
|||||
|
The profit after tax was derived from the Group's principal activities in the UK as follows: |
|||||
|
Emergency Repair |
(794) |
(129) |
(475) |
||
|
Document Handling |
2,042 |
2,577 |
4,736 |
||
|
Central costs |
(762) |
(1,764) |
(1,138) |
||
|
Impairment of intangible fixed assets |
- |
- |
(6,893) |
||
|
Exceptional items - operating costs |
(952) |
- |
(824) |
||
|
Amortisation of intangible assets |
(119) |
(206) |
(240) |
||
|
Operating (loss)/profit |
(585) |
478 |
(4,834) |
||
|
Net finance cost |
(1,147) |
(1,442) |
(3,033) |
||
|
Exceptional items - finance costs |
(750) |
- |
- |
||
|
Loss before tax |
(2,482) |
(964) |
(7,867) |
||
|
Income tax credit/(expense) |
480 |
(80) |
999 |
||
|
Loss after tax |
(2,002) |
(1,044) |
(6,868) |
The operating exceptional item of £952,000 relates to a provision for onerous lease costs in respect of properties retained by the group following the disposal of ANSA and Independent Inspections Limited. Included within finance costs is a fee of £750,000 in connection with Geraldton Services Inc making available to the Company a short-term loan and underwrite facility for the period ended 30 June 2009.
|
Discontinued operations |
|||||
|
Emergency Repair |
148 |
1,394 |
1,263 |
||
|
Share based payments credit |
- |
- |
306 |
||
|
Impairment of intangible assets |
(1,576) |
(335) |
(27,493) |
||
|
Amortisation of intangible assets |
- |
- |
(78) |
||
|
Profit on/(provision for loss on) disposal (note 6) |
741 |
(466) |
(1,881) |
||
|
Operating (loss)/profit |
(687) |
593 |
(27,883) |
||
|
Net finance income |
- |
- |
51 |
||
|
Profit/(loss) before tax |
(687) |
593 |
(27,832) |
||
|
Income tax expense |
(45) |
(397) |
(236) |
||
|
(Loss)/profit from discontinued operations |
(732) |
196 |
(28,068) |
|
Unaudited |
Unaudited |
||||
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
|||
|
£'000 |
£'000 |
£'000 |
|||
|
|
|
|
|
||
|
Segmental assets: |
|||||
|
Emergency Repair |
216 |
70,198 |
3,163 |
||
|
Document Handling |
39,194 |
37,344 |
38,018 |
||
|
Central |
760 |
118 |
(215) |
||
|
Discontinued operations |
4,614 |
- |
35,115 |
||
|
Total |
44,784 |
107,660 |
76,081 |
||
|
Segmental liabilities: |
|||||
|
Emergency Repair |
93 |
(14,509) |
(3,307) |
||
|
Document Handling |
(4,551) |
(6,143) |
(4,900) |
||
|
Central |
(25,557) |
(35,919) |
(36,692) |
||
|
Discontinued operations |
(2,302) |
- |
(15,981) |
||
|
Total |
(32,317) |
(56,571) |
(60,880) |
||
|
Segmental net assets: |
|||||
|
Emergency Repair |
309 |
55,689 |
(144) |
||
|
Document Handling |
34,643 |
31,201 |
33,118 |
||
|
Central |
(24,797) |
(35,801) |
(36,907) |
||
|
Discontinued operations |
2,312 |
- |
19,134 |
||
|
Total |
12,467 |
51,089 |
15,201 |
||
|
Property, plant and equipment additions |
1,014 |
701 |
2,726 |
||
|
Depreciation of property, plant and equipment and amortisation of intangible assets |
799 |
677 |
1,409 |
3 Tax
The underlying tax charge is based on the expected effective tax rate for the full year to 31 December 2009 and is calculated as 28.5% on profit before tax.
4 (Loss)/earnings per ordinary share
Basic (loss)/earnings per share have been calculated on the (loss)/profit after tax for the period and the weighted average number of ordinary shares in issue during the period.
Adjusted (loss)/earnings per share are before amortisation and impairment of intangible assets and exceptional items and have been presented in addition to the basic earnings per share since, in the opinion of the Directors, this provides shareholders with a more appropriate representation of the underlying earnings derived from the Group's businesses.
|
Unaudited |
Unaudited |
||||
|
Six months ended |
Six months ended |
Year ended |
|||
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
|||
|
No. of shares |
No. of shares |
No. of shares |
|||
|
Weighted average number of shares in issue |
466,271,145 |
463,302,426 |
464,794,897 |
||
|
Loss for the period |
(2,734) |
(848) |
(34,936) |
||
|
Total basic loss per ordinary share |
(0.59)p |
(0.18)p |
(7.52)p |
||
|
£'000 |
£'000 |
£'000 |
|||
|
Loss after taxation on ordinary activities from continuing operations |
(2,002) |
(1,044) |
(6,868) |
||
|
Adjustments |
|||||
|
Impairment of intangible assets |
- |
- |
6,893 |
||
|
Exceptional items |
1,702 |
- |
824 |
||
|
Amortisation of intangible assets |
119 |
206 |
240 |
||
|
Adjusted (loss)/ earnings - continuing operations |
(181) |
(838) |
1,089 |
||
|
Basic loss per ordinary share from continuing operations |
(0.43)p |
(0.23)p |
(1.48)p |
||
|
Adjusted basic (loss)/earnings per ordinary share (before amortisation and impairment of intangible assets and exceptional items) from continuing operations |
(0.04)p |
(0.18)p |
0.23p |
|
No. of shares |
No. of shares |
No. of shares |
|||
|
Weighted average number of Shares in issue |
466,271,145 |
463,302,426 |
464,794,897 |
||
|
Share and LTIPs |
39,814,026 |
66,775,923 |
50,863,370 |
||
|
Weighted average fully diluted number of shares in issue |
506,085,171 |
530,078,349 |
515,658,267 |
||
|
Total fully diluted loss earnings per ordinary share |
(0.59)p |
(0.18)p |
(7.52)p |
||
|
Fully diluted loss per ordinary share from continuing operations |
(0.43)p |
(0.23)p |
(1.48)p |
||
|
Adjusted fully diluted (loss)/earnings per ordinary share from continuing operations |
(0.04)p |
(0.18)p |
0.21p |
The diluted earnings per share are the basic earnings per share adjusted for the dilutive effect of the conversion into fully paid shares of the outstanding share options and awards under the LTIP. They are also adjusted for the conversion of the A shares into ordinary shares at the average price for the period of 2.5p (30 June 2008: 15.0p; 31 December 2008: 11.4p).
5 Provisions
|
Unaudited |
Unaudited |
||||
|
30 June 2009 |
30 June 2008 |
31December 2008 |
|||
|
£'000 |
£'000 |
£'000 |
|||
|
Onerous lease provision |
|||||
|
Balance at 1 January |
824 |
- |
- |
||
|
Charge for the period |
602 |
- |
824 |
||
|
1,426 |
- |
824 |
|||
|
Contingent consideration |
|||||
|
Balance at 1 January |
61 |
3,042 |
3,042 |
||
|
Settled in the period |
(61) |
(1,539) |
(3,102) |
||
|
Notional interest on contingent consideration |
- |
75 |
121 |
||
|
- |
1,578 |
61 |
|||
|
1,426 |
1,578 |
885 |
|||
|
Provisions are analysed as follow: |
|||||
|
Current |
313 |
1,578 |
171 |
||
|
Non current |
1,113 |
- |
714 |
||
|
Total |
1,426 |
1,578 |
885 |
6 Discontinued operations
The Group sold the ANSA and Independent businesses on 26 June 2009. Peter Cox continues to be classified as held for sale at 30 June 2009. The consideration for the sale was £18.05m. A further £1.5m has been paid into an escrow account and will be released to Mavinwood depending on the EBITA performance of the businesses sold during the year ending 31 December 2009.
Mono Services Limited ('Mono') was sold on 27 September 2008. Mono had 2 business streams; social housing contracts, which have been treated as discontinued operations; and insurance repair, which was transferred to ANSA Building Services Limited, and is being treated as a continuing operation until its anticipated closure by 31 December 2009.
The results for the year attributable to discontinued operations were as follows:
|
Unaudited |
Unaudited |
||||
|
Six months ended 30 June 2009 |
Six months ended 30 June 2008 |
Year ended 31December 2008 |
|||
|
£'000 |
£'000 |
£'000 |
|||
|
Revenue |
19,684 |
21,115 |
50,565 |
||
|
Operating profit |
232 |
1,863 |
753 |
||
|
Profit before tax for the year |
148 |
1,863 |
1,542 |
||
|
Taxation |
(45) |
(397) |
(236) |
||
|
Profit/(loss) on disposal of division |
741 |
(466) |
(318) |
||
|
Impairment of intangible assets |
(1,576) |
- |
(27,493) |
||
|
Loss on disposal of Mono Services Limited (includes disposal of goodwill of £335,000) |
- |
(804) |
(1,563) |
||
|
(732) |
196 |
(28,068) |
An analysis of the net assets held for resale at 30 June 2009 is as follows:
|
£'000 |
|||
|
Property, plant and equipment |
326 |
||
|
Inventories |
77 |
||
|
Trade and other receivables |
4,108 |
||
|
Cash and cash equivalents |
103 |
||
|
Assets held for sale |
4,614 |
||
|
Trade and other payables |
2,302 |
||
|
Liabilities held for sale |
2,302 |
||
|
Net assets classified as held for resale |
2,312 |
Adjustments have been made to the asset value in respect of this company in order that it is held at its estimated realisable value at 30 June 2009.
The Interim Report is available from Mavinwood's offices at 33 St. James's Square London SW1Y 4JS and on the Mavinwood website at www.mavinwoodplc.com.
ENDS
Related Shares:
Restore