28th May 2010 07:00
Formation Group PLC ("Formation" or "the Group")
Interim Results for the Six Months ended 28 February 2010
Formation Group PLC is now a predominately property development and management company providing professional services to its clients within this sector. These services include property development, architectural design and construction management.
HIGHLIGHTS
·; Revenue from continuing operations of £1.36 million (2009: £18.85m)
·; Operating loss from continuing operations of £0.87 million (2009: £2.05m profit) .Includes legal fee payments of £600k.
·; The Group continues to trade in line with management's expectations and the board remains confident of the Group's prospects for the remainder of the year
·; Cash position as at 28 February 2010 £2.45 m (31 August 2009 £15.15 m )
.
Chairman's Statement
I am pleased to report the Group's results for the six months ended 28 February 2010.
The last 6 month period has seen the implementation of the reorganisation plan with the sale of the loss making wealth management businesses previously announced and a cost reduction program relocating the groups head office to the Formation Design and Build offices in London. The Company is now focused on property development, architectural design and construction management services
I am pleased to confirm that a satisfactory agreement was reached regarding the Administration Order in relation to Heritable Bank PLC, first detailed within our Preliminary announcement in November 2008, which resulted in uncertainty over a contingent underwriting liability. The Group's current maximum liability under this arrangement is £11.6 m. We now own 50% of the Aldgate East Site having invested into a joint venture as previously disclosed. We have prudently put the value of this asset in the balance sheet at cost and I can report that negotiations are progressing regarding the funding to build out the Aldgate East development which when complete would extinguish the contingent liability.
Despite the general economic pressures prevailing at this time the board remains confident of the Group's prospects for the future. The board believes that it is necessary to focus on organic growth ahead of that afforded through potential debt funded acquisitions at this time but as the economy recovers the strategy will be revisited.
John Lawrence MBE
Non-Executive Chairman
28 May 2010
Chief Executive Officer's Report
Revenue for the period was £1.36 million from continuing operations (2009:£18.85 million) and operating loss from continuing operations were £0.87 million 2009:£2.05 million profit).
The reported loss accounts for legal fee payments of £0.6 million. We anticipate showing a material return on this expenditure in the next period's accounts.
In line with the Groups current dividend policy, no interim dividend is being declared. However the Directors will review the position at the time of the Preliminary results for the year ending 31 August 2010.
Formation Asset Management Limited
As reported in the August 2009 accounts, the company's income has been sold in a management buyout with payments continuing to be made as per the agreed terms of that sale. Deregulation from the FSA has been obtained and some litigation issues are being defended which are covered by the company's Professional Indemnity insurance policy
Formation Wealth Solutions Limited
As also reported in the August 2009 accounts, the company has been sold in a management buyout with payments continuing to be made as per the agreed terms of that sale.
Formation Design & Build Limited
The company has instigated various cost cutting measures including redundancies over the past year in response to the decline in market conditions and in particular the property market to which it remains exposed. Heritable Bank's demise and its consequences as reported last year, has particularly impacted the company's profitability this year.
The company retains a strong base of personnel and green shoots of recovery are currently emerging with strong evidence of imminent new project management appointments.
The company maintains a continuing involvement into No 1 Commercial Street with a view to recommencing construction works on site in order to protect and maximize the Groups participation in the purchasing of this site from Heritable Bank's administrators and settlement with the developments various creditors as has been extensively reported.
Formation Architectural Design Limited
The company's workload has declined due to the last two years poor property market conditions. Various cost cutting exercises including redundancies have been instigated to mitigate the effects of this slump.
Recent evidence of new planning application instructions however suggests that our various developer clients are commencing to adopt a more positive view of the property markets future. Current income covers costs and continuous monitoring is in place.
Risks and Uncertainties
It is important to the Board that we continue to provide all our shareholders with a balanced view of the business including its risks and uncertainties.
We have disclosed the material challenges we face within the body of this report. Whilst no business is immune to the vagaries of the current economic climate, our business has continued reason to be cautiously optimistic. The situation arising out of the demise of Heritable Banks and its impact on No 1 Commercial Street (Aldgate East) has cast uncertainties over our business. We however remain optimistic having financially contributed as part of a joint venture agreement in December 2009 to securing the sites release, and settlement with the various creditors to the project that the future development of this site looks more certain.
As a business we are prone to the economic climate and its impact on the property market. We constantly monitor this position and are capable of reacting with speed in order to mitigate our exposure, through overhead and staff cost savings as necessary, whilst always maintaining a strong nucleus.
As a business which is people centric, we remain aware of the need to continue to reward and recognize the often outstanding performance, loyalty and understanding our staff provide. We appreciate their acceptance of the difficult measures we have imposed over the year. We are not complacent in this area and our investment in our people and in the processes in place which assist them is testament to the importance we place on this key component of our business.
The risks associated with a majority shareholder has been well documented in previous reports and we acknowledge that such a high percentage of shares within the control of a single party has its challenges, particularly when considering the sentiment of institutional fund managers towards small cap businesses. It must be noted that in the recent poor economic environment we have benefited from various co operations and financial assistance provided by this majority shareholder.
Outlook
There have been many changes in the group structure over the recent past. We are now a project management and property based company. The future for this market is looking far more positive than that of recent years. We will continue to grow and evolve the business, with a clear view on its needs and our ability to prosper. Extracting the underlying shareholder value that lies within the Group is our foremost desire.
We have a cautiously optimistic view for the future borne out by
(i) Increasing order book (in excess of £560k in April/May)
(ii) Projected profits from the Group's anticipated participation through FG (Bristol) Limited in a mixed use property development/investment acquisition at 176-182 Church Road, St George , Bristol.
(iii) Projected profits from the Group's anticipated participation through FG (Bradford) Limited in a mixed use property development/investment at York House, Upper Piccadilly ,Bradford BD1 4 PB.
(iv) Material incomes anticipated over coming months from various litigation cases funded to date.
David Kennedy
Chief Executive Officer
28 May 2010
The interim accounts will be published on the company's website www.formationgroupplc.com
Consolidated statement of income
For the six months ended 28 February 2010
|
|
6 months ended |
|
6 months ended |
|
Year ended |
|
|
|
28 Feb. 2010 |
|
29 Feb. 2009 |
|
31 Aug. 2009 |
|
|
Note |
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
Continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
2 |
1,358 |
|
18,845 |
|
18,953 |
|
|
|
|
|
|
|
|
|
Cost of sales |
|
(137) |
|
(10,764) |
|
(15,911) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
1,221 |
|
8,081 |
|
3,042 |
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
(2,087) |
|
(6,035) |
|
(5,477) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) / profit from continuing operations |
2 |
(866) |
|
2,046 |
|
(2,435) |
|
|
|
|
|
|
|
|
|
Investment income |
|
26 |
|
52 |
|
4 |
|
Finance costs |
|
(142) |
|
(269) |
|
(486) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) / profit before taxation and exceptional items |
|
(982) |
|
1,829 |
|
(2,917) |
|
Exceptional Items |
7 |
3,399 |
|
- |
|
(17,824) |
|
|
|
|
|
|
|
|
|
Profit before taxation |
|
2,417 |
|
1,829 |
|
(20,741) |
|
|
|
|
|
|
|
|
|
Taxation |
4 |
275 |
|
(546) |
|
277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial period from continuing operations |
|
2,692 |
|
1,283 |
|
(20,464) |
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
|
|
Loss for the financial period from discontinued operations |
3 |
(162) |
|
- |
|
(6,307) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial period |
|
2,530 |
|
1,283 |
|
(26,771) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
Owners of parent |
|
2,530 |
|
1,261 |
|
(26,793) |
|
Minority interests |
|
- |
|
22 |
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,530 |
|
1,283 |
|
(26,771) |
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
From continuing operations |
|
|
|
|
|
|
|
Basic |
5 |
1.22p |
|
0.58p |
|
(9.56p) |
|
Diluted |
5 |
1.22p |
|
0.57p |
|
(9.56p) |
|
|
|
|
|
|
|
|
|
From discontinued operations |
|
|
|
|
|
|
|
Basic |
5 |
(0.07p) |
|
0.00p |
|
(2.96p) |
|
Diluted |
5 |
(0.07p) |
|
0.00p |
|
(2.96p) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing and discontinued operations |
|
|
|
|
|
|
|
Basic |
5 |
1.15p |
|
0.58p |
|
(12.52p) |
|
Diluted |
5 |
1.15p |
|
0.57p |
|
(12.52p) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of comprehensive income
For the six months ended 28 February 2010
|
|
6 months ended |
|
6 months ended |
|
Year ended |
||
|
|
28 Feb. 2010 |
|
29 Feb. 2009 |
|
31 Aug. 2009 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
||
|
|
£'000 |
|
£'000 |
|
£'000 |
||
|
|
|
|
|
|
|
||
Profit for the financial period |
|
2,530 |
|
1,283 |
|
(26,771) |
||
|
|
|
|
|
|
|
||
Other comprehensive income / (expense): |
|
|
|
|
|
|
||
Exchange (loss) / gain on foreign currency translation of foreign operations |
|
- |
|
103 |
|
44 |
||
|
|
|
|
|
|
|
||
Total comprehensive income / (expense) for the financial period |
|
2,530 |
|
1,386 |
|
(26,727) |
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Attributable to: |
|
|
|
|
|
|
||
Owners of the parent |
|
2,530 |
|
1,364 |
|
(26,749) |
||
Minority interests |
|
- |
|
22 |
|
22 |
||
|
|
|
|
|
|
|
||
|
|
2,530 |
|
1,386 |
|
(26,727) |
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Consolidated statement of financial position
As at 28 February 2010
|
|
28 Feb. 2010 |
|
29 Feb. 2009 |
|
31 Aug. 2009 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
Note |
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Goodwill |
|
10,805 |
|
47,268 |
|
10,805 |
Other intangible assets |
|
3 |
|
15 |
|
3 |
Property, plant and equipment |
|
54 |
|
307 |
|
73 |
Non-current financial assets |
|
- |
|
4,862 |
|
- |
Investments |
|
4,743 |
|
- |
|
- |
Deferred tax asset |
|
208 |
|
135 |
|
229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,813 |
|
52,587 |
|
11,110 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Inventories |
|
- |
|
1,021 |
|
22 |
Trade and other receivables |
|
2,548 |
|
9,252 |
|
2,140 |
Cash and cash equivalents |
|
2,446 |
|
2,764 |
|
15,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,994 |
|
13,037 |
|
17,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
20,807 |
|
65,624 |
|
28,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
(2,347) |
|
(8,180) |
|
(4,958) |
Current income tax liabilities |
|
- |
|
(1,626) |
|
(536) |
Obligations under finance leases |
|
- |
|
(9) |
|
- |
Bank overdrafts and loan |
|
- |
|
(4,250) |
|
(7,010) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,347) |
|
(14,065) |
|
(12,504) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current assets / (liabilities) |
|
2,647 |
|
(1,028) |
|
4,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
- |
|
(4,033) |
|
- |
Obligations under finance leases |
|
- |
|
(5) |
|
- |
Bank loans |
|
- |
|
(3,281) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
(7,319) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
(2,347) |
|
(21,384) |
|
(12,504) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
18,460 |
|
44,240 |
|
15,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
|
2,205 |
|
2,205 |
|
2,205 |
Share premium account |
|
2,106 |
|
2,106 |
|
2,106 |
Treasury shares |
|
(602) |
|
(102) |
|
(602) |
Capital redemption reserve |
|
61 |
|
61 |
|
61 |
Merger reserve |
|
11,265 |
|
20,326 |
|
11,265 |
Currency reserve |
|
94 |
|
153 |
|
94 |
Share option reserve |
|
63 |
|
395 |
|
55 |
Other reserve |
|
- |
|
(307) |
|
- |
Retained earnings |
|
3,268 |
|
19,403 |
|
738 |
|
|
|
|
|
|
|
Total equity attributable to the owners of the parent |
|
18,460 |
|
44,240 |
|
15,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
18,460 |
|
44,240 |
|
15,922 |
|
|
|
|
|
|
|
Consolidated statement of changes in equity
For the six months ended 28 February 2010
|
Called up share capital |
Share premium account |
Treasury shares |
Capital redemption reserve |
Merger reserve |
Share option reserve |
Currency reserve |
Other reserves |
Retained earnings |
Total equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 September 2008 |
2,205 |
2,106 |
(102) |
61 |
20,326 |
324 |
50 |
- |
18,142 |
43,112 |
|
|
|
|
|
|
|
|
|
|
|
Share based payment charge |
- |
- |
- |
- |
- |
71 |
- |
- |
- |
71 |
Movement in minority interest |
- |
- |
- |
- |
- |
- |
- |
(307) |
(22) |
(329) |
Transactions with owners |
- |
- |
- |
- |
- |
71 |
- |
(307) |
(22) |
(258) |
Profit for the financial period |
- |
- |
- |
- |
- |
- |
- |
- |
1,283 |
1,283 |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
- |
- |
- |
- |
- |
- |
103 |
- |
- |
103 |
Total comprehensive income for the year |
- |
- |
- |
- |
- |
- |
103 |
- |
1,283 |
1,386 |
|
|
|
|
|
|
|
|
|
|
|
Balance at 29 February 2009 |
2,205 |
2,106 |
(102) |
61 |
20,326 |
395 |
153 |
(307) |
19,403 |
44,240 |
|
|
|
|
|
|
|
|
|
|
|
Acquisition of own share capital |
- |
- |
(500) |
- |
- |
- |
- |
- |
- |
(500) |
Realisation of merger reserve on disposal of subsidiaries |
- |
- |
- |
- |
(9,061) |
- |
- |
- |
9,061 |
- |
Share based payment charge |
- |
- |
- |
- |
- |
83 |
- |
- |
- |
83 |
Deferred tax on share options |
- |
- |
- |
- |
- |
(95) |
- |
- |
- |
(95) |
Transfer to retained earnings |
- |
- |
- |
- |
- |
(328) |
- |
- |
328 |
-- |
Movement in minority interest |
- |
- |
- |
- |
- |
|
- |
307 |
- |
307 |
Transactions with owners |
- |
- |
(500) |
- |
- |
(340) |
|
307 |
9,389 |
(205) |
Loss for the financial period |
|
|
|
|
|
|
|
|
(28,054) |
(28,054) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
- |
- |
- |
- |
- |
- |
(59) |
- |
- |
(59) |
Total comprehensive income for the year |
|
|
|
|
|
|
(59) |
|
(28,054) |
(28,113) |
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 August 2009 |
2,205 |
2,106 |
(602) |
61 |
11,265 |
55 |
94 |
- |
738 |
15,922 |
|
|
|
|
|
|
|
|
|
|
|
Share based payment charge |
- |
- |
- |
- |
- |
8 |
- |
- |
- |
8 |
Movement in minority interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Transactions with owners |
- |
- |
- |
- |
- |
- |
- |
- |
- |
8 |
Profit for the financial period |
- |
- |
- |
- |
- |
- |
- |
- |
2,530 |
2,530 |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Total comprehensive income for the year |
- |
- |
- |
- |
- |
- |
|
- |
2,530 |
2,530 |
|
|
|
|
|
|
|
|
|
|
|
Balance at 28 February 2010 |
2,205 |
2,106 |
(602) |
61 |
11,265 |
63 |
94 |
- |
3,268 |
18,460 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of cashflows
For the six months ended 28 February 2010
|
|
6 months ended |
|
6 months ended |
|
Year ended |
|
|
28 Feb. 2010 |
|
29 Feb. 2009 |
|
31 Aug. 2009 |
|
Note |
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
Cash generated by operations |
6 |
(1,758) |
|
306 |
|
(38) |
Income taxes paid |
|
(316) |
|
(449) |
|
(1,239) |
Interest paid |
|
(142) |
|
(289) |
|
(432) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash outflow from operating activities |
|
(2,216) |
|
(432) |
|
(1,709) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
Interest received |
|
26 |
|
52 |
|
59 |
Proceeds on disposal of property, plant and equipment |
|
- |
|
1 |
|
1 |
Purchases of property, plant and equipment |
|
- |
|
(36) |
|
(89) |
Deferred consideration paid |
|
- |
|
(2,660) |
|
(3,310) |
Net proceeds on disposal of subsidiary companies |
|
- |
|
- |
|
16,477 |
Fees and costs relating to the disposal of subsidiaries |
|
- |
|
- |
|
(295) |
Cash disposed of with subsidiary companies |
|
- |
|
- |
|
(702) |
Investment In Joint Venture |
|
(3,500) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) / generated by investing activities |
|
(3,474) |
|
(2,643) |
|
12,141 |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Purchase of own shares |
|
- |
|
- |
|
(500) |
New loans |
|
- |
|
2,000 |
|
2,000 |
Loan repayments |
|
(7,010) |
|
(312) |
|
(833) |
Repayments of obligations under finance leases |
|
- |
|
(3) |
|
(17) |
|
|
|
|
|
|
|
Net cash (used in) / generated by financing activities |
|
(7,010) |
|
1,685 |
|
650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) / increase in cash and cash equivalents |
|
(12,700) |
|
(1,390) |
|
11,082 |
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
15,154 |
|
4,028 |
|
4,028 |
|
|
|
|
|
|
|
Effect of foreign exchange rate changes |
|
(8) |
|
126 |
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period |
|
2,446 |
|
2,764 |
|
15,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the Interim Information
For the six months ended 28 February 2010
1.Basis of preparation
The Group's interim results for the six months ended 28 February 2010 have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS). The accounting policies adopted are consistent with those adopted in the preparation of the annual financial statements for the year ended 31 August 2009. The comparative figures are an abridged version of the Group's full financial statements and, together with other financial information contained in these interim results, do not constitute statutory financial statements of the Group within the meaning of section 434 of the Companies Act 2006. Statutory financial statements for the year ended 31 August 2009 have been filed with the Registrar of Companies for England and Wales and have been reported on by the Group's auditors. The report of the auditors was not qualified and did not contain a statement under section 498 (2) or section 498 (3) of the Companies Act 2006.
2.Segment information
|
|
6 months ended |
|
|
6 months ended |
|
|
Year ended |
|
|
28 Feb. 2010 |
|
|
28 Feb. 2009 |
|
|
31 Aug. 2009 |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Audited) |
|
Revenue |
Loss |
|
Revenue |
Profit |
|
Revenue |
Profit from |
|
|
from continuing |
|
|
from continuing |
|
|
continuing |
|
|
operations |
|
|
operations |
|
|
operations |
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
£'000 |
£'000 |
By class of business: |
|
|
|
|
|
|
|
|
Management services |
- |
- |
|
3,963 |
1,942 |
|
- |
- |
Professional services |
1,358 |
229 |
|
14,882 |
935 |
|
18,953 |
(851) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,358 |
229 |
|
18,845 |
2,877 |
|
18,953 |
(851) |
|
|
|
|
|
|
|
|
|
Unallocated corporate expenses |
|
(1,095) |
|
|
(831) |
|
|
(1,584) |
|
|
|
|
|
|
|
|
|
Operating (loss) / profit from continuing operations |
|
(866) |
|
|
2,046 |
|
|
(2,435) |
3. Discontinued operations
The results of the discontinued operations which have been included in the consolidated income statement, were as follows:
|
|
6 months ended |
|
6 months ended |
|
Year ended |
|
|
28 Feb. 2010 |
|
28 Feb. 2009 |
|
31 Aug. 2009 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Loss from discontinued operations |
|
(162) |
|
- |
|
(6,307) |
|
|
|
|
|
|
|
Attributable tax expense |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
(162) |
|
- |
|
(6,307) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to discontinued operations |
|
(162) |
|
- |
|
(6,307) |
|
|
|
|
|
|
|
4. Taxation
The taxation charge at 28.0% of profit before taxation, is based on the estimated effective rate of tax on earnings for the full year ending 31 August 2010.
Notes to the Interim Information
For the six months ended 28 February 2010
5. Earnings per share
Earnings per share are based on the following profits and numbers of shares:
|
|
6 months ended |
|
6 months ended |
|
Year ended |
|
|
28 Feb. 2010 |
|
28 Feb. 2009 |
|
31 Aug. 2009 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Profit for the period: |
|
|
|
|
|
|
Basic and diluted earnings - continuing operations |
|
2,692 |
|
1,283 |
|
(20,464) |
Basic and diluted earnings - discontinued operations |
|
(162) |
|
- |
|
(6,329) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings - continuing and discontinued operations |
|
2,530 |
|
1,283 |
|
(26,793) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Number of |
|
Number of |
|
|
shares |
|
shares |
|
Shares |
|
|
'000 |
|
'000 |
|
'000 |
|
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
|
Basic |
|
220,515 |
|
220,515 |
|
214,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
220,515 |
|
224,827 |
|
214,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the Interim Information
For the six months ended 28 February 2010
6. Reconciliation of profit from operations to net cash from operations
|
|
6 months ended |
|
6 months ended |
|
Year ended |
|
|
28 Feb. 2010 |
|
28 Feb. 2009 |
|
31 Aug. 2009 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Operating profit for the year from continuing operations |
|
2,692 |
|
1,283 |
|
(2,435) |
Operating loss from disposal of discontinued operations |
|
(162) |
|
- |
|
2629 |
Taxation |
|
(338) |
|
546 |
|
1,223 |
Investment income |
|
(26) |
|
(52) |
|
(4) |
Finance costs |
|
142 |
|
269 |
|
486 |
Depreciation of property, plant and equipment |
|
19 |
|
58 |
|
111 |
Amortisation of intangible assets |
|
- |
|
4 |
|
7 |
Share option charge |
|
8 |
|
72 |
|
154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash flows before movements in working capital |
|
2,335 |
|
2,180 |
|
2,171 |
Decrease in inventories |
|
22 |
|
1,201 |
|
569 |
Increase in receivables |
|
(408) |
|
(2,274) |
|
(3,349) |
Decrease in payables |
|
(3,707) |
|
(801) |
|
571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (used in) / generated by operations |
|
(1,758) |
|
306 |
|
(38) |
|
|
|
|
|
|
|
7. Exceptional Items
Annual tests for impairment were carried out during the year ended 31 August 2009 and this resulted in an impairment charge relating to the subsidiaries, Formation Asset Management Limited and Formation Design & Build Limited. The Board also assessed the fair values of the investment in CFGIL and the trade receivable balance from Julius, a related party company, owned by a majority shareholder. This resulted in write down of the fair value during the year ended 31 August 2009..
During the period agreement was reached by Julius Properties Limited (JPL) with the Administrators of Heritable Bank Plc regarding the property development above Aldgate East Station. The agreement meant that the debt with JPL was considered recoverable and accordingly the provision written back to the consolidated statement of income .
|
|
6 months ended |
|
6 months ended |
|
Year ended |
|
|
28 Feb. 2010 |
|
28 Feb. 2009 |
|
31 Aug. 2009 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Impairment charge - Formation Asset Management Ltd |
|
- |
|
- |
|
(4,885) |
Impairment charge - Formation Design & Build Ltd |
|
- |
|
- |
|
(4,630) |
Impairment charge - CFGIL |
|
- |
|
- |
|
(4,862) |
Fair value adjustment of trade receivable |
|
3,399 |
|
- |
|
(3,447) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,399 |
|
- |
|
(17,824) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent review report to Formation Group plc
Introduction
We have been engaged by the company to review the financial information in the half-yearly financial report for the six months ended 28 February 2010 which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related notes 1 to 7. We have read the other information contained in the half yearly financial report which comprises only the Chairman's Statement and Chief Executive Officer's Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with guidance contained in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information performed by the Independent Auditor of the Entity'. Our review work has been undertaken so that we might state to the company those matters we are required to state to them in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusion we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The AIM rules of the London Stock Exchange require that the accounting policies and presentation applied to the interim figures are consistent with those which will be adopted in the annual accounts having regard to the accounting standards applicable for such accounts.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with the basis of preparation.
Our responsibility
Our responsibility is to express to the Company a conclusion on the financial information in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the financial information in the half-yearly financial report for the six months ended 28 February 2010 is not prepared, in all material respects, in accordance with the basis of accounting described in note 1.
Grant Thornton UK LLP
Registered Auditors
Manchester
28 May 2010
Related Shares:
FRM.L