30th Aug 2012 07:00
30 August 2012
STYLES & WOOD GROUP PLC
("Styles&Wood", "S&W" or the "Group")
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2012
Styles & Wood Group plc, a leading UK provider of property support services to major retailers, banks and commercial organisations, announces its interim results for the six months ended 30 June 2012.
Financial Highlights
·; Revenue: £40.6m (H1 2011: £40.3m)
·; Gross margin: 8.8% (H1 2011: 7.9%)
·; Operating profit: £0.2m (H1 2011: Loss of £0.1m)
·; Underlying* profit before tax: £0.1m (H1 2011: Loss of £0.2m)
·; Loss before tax: £0.5m (H1 2011: Loss of £0.9m)
·; Net cash**: £3.2m (H1 2011: £2.0m)
·; Underlying* earnings per share: 0.1p (H1 2011: Underlying loss per share 0.2p)
* Underlying profit excludes non-recurring items and notional interest on preference shares
** Net cash excludes preference share capital accounted for as debt
Operational Highlights
·; Order book continues to strengthen with 2012 weighted pipeline over 5% ahead of prior year
·; Unexecuted secured workload for delivery in 2012/2013 is more than 10% ahead of prior year
·; A balanced workload from projects, frameworks and professional services during first half of the year
·; Continued leading position on banking frameworks with Barclays, Lloyds Banking Group and The Royal Bank of Scotland
·; Successful diversification into public and commercial sectors evidenced through hospital and
Free School refurbishment contracts, Local Authority strategic asset management projects and office rationalisation schemes
·; Design & build solutions successfully implemented in high end retail projects
·; New London office delivered a strong performance demonstrating the relevance of our service offer in the London market
Tony Lenehan, CEO commented:
"While the wider current economic environment remains particularly challenging our ability to focus on aligning our interests with the business needs of our customers has been reflected in our encouraging first half performance. At the same time the Group has been able to diversify to provide a more resilient model and encouraging progress has been made in securing sustainable business interest in new sectors. This emphasises the transferrable nature of our core skills sets. Our improved results, with both increased profit and margin, demonstrate the efficiencies of our new organisational structure, hard work of our teams and a selective approach to market opportunities. With our growing order book and strong balance sheet, the Group is well positioned to build on its progress in the traditionally stronger second half of the year."
Enquiries:
Styles & Wood Group PLC Tel: 0161 926 6000
Tony Lenehan, CEO
Philip Lanigan, FD
FTI Consulting Tel: 0207 831 3113
Oliver Winters/Georgina Bonham
Shore Capital and Corporate Limited Tel: 0207 408 4090
Pascal Keane/Edward Mansfield
Chief Executive Officer's Review
Overview
I am pleased to report that the Group has delivered improved results relative to the same period last year. Whilst revenue is marginally ahead of 2011, following the slow start to the year that we previously reported, the Group has again delivered an increase in profitability for the period. The improvements are a reflection of our strategic approach to new business opportunity and a more evenly balanced workload between projects, frameworks and professional services over the first six months. There has been further investment in our people and systems, including our new operating platform which, together with our increased presence in the London market, reinforces our commitment to deliver future growth.
Group results
The Group's revenue for the six months to 30 June 2012 was £40.6m compared with £40.2m in 2011 against a backdrop of price pressure within the market place. Gross margin of 8.8% for the period continues a positive trend (H1 2011: 7.4%). The mix of workload between projects and frameworks has delivered an improvement in net cash which was £3.2m at 30 June 2012 (30 June 2011: £2.0m). Improving cost structure, procurement strategies and delivery methods has brought improved value for our customers. A keen focus on cost control and overhead efficiencies has supported this performance with operating profit increased to £0.2m H1 2012 from £0.1m in H1 2011.
Net finance costs (excluding notional interest on preference shares) were £0.2m (H1 2011: £0.3m) reflecting the improved cash position of the Group and realising the impact of the term loan repayment made in August 2011. Together with the contribution from our joint venture in Dubai, the Group reported an underlying profit before tax of £0.1m in the first half of 2012 (H1 2011: underlying loss of £0.2m).
There were no non-recurring items in the first half of 2012 (H1 2011: £0.2m), and after charging £0.6m of notional interest on preference shares (H1 2011: £0.5m) the Group made a loss before tax of £0.5m (H1 2011: loss of £0.9m).
Results by segment
We reviewed our reporting segments in early 2012 and have focussed in the period on increasing the proportion of our work from contracting projects, which has contributed to an improvement in the net cash position for the business. The balance of our workload comprises more predictable income streams from framework allocation and professional services. It is intended that these property support services segments will form the basis for future reporting.
Sector performance
Banking
Banking frameworks represented 40% of the Group's total revenue in the six months ending 30 June 2012 (H1 2011: 44%). This is demonstrative of the slower than anticipated allocation of workload for the first half of the year. As a consequence there will be a heavy programme weighting for the second half. Our design & build service offer for the refurbishment, reformat and refresh of facilities continues to differentiate the Group's offer to blue chip customers such as LBG, Barclays and RBS where continued investment in customer facing operations and office rationalisation provides continuing business opportunities.
Retail
The Group continues to provide a broad range of property based support services to the retail sector. Our strategic partnership with Tesco for the provision of iSite web based property related business systems has expanded further and we now provide support on an international basis. Our experience in space planning and optimisation, alongside project and programme delivery will allow us to target further opportunity with the major national food retailers as they continue to invest in format improvements. High end retail continues to deliver business opportunities and we are delighted to have successfully delivered BMW's new flagship showrooms on Park Lane in central London prior to the start of the London 2012 Olympics.
Commercial
Our skill sets, honed in retail, are transferrable to other sectors and where capital investment in new build is constrained, the requirement to make more from existing office space becomes acute. In the first half of 2012 we have successfully secured and developed office refurbishment projects for Deloitte, PwC and HSBC Pension Fund.
Public and community
Substantial reductions in public sector expenditure plans create a necessity to rationalise existing property portfolios to support organisational change. In 2012 the Group has secured and completed refurbishment projects for healthcare trusts, educational bodies and local authorities which have additionally been supported by our property management systems and design capabilities. New framework wins include building refurbishment for the Intellectual Property Office and social housing through the Procure Plus community enterprise.
Cash flow
At 30 June 2012 the Group had net cash of £3.2m (30 June 2011: £2.0m, 31 December 2011: £6.7m).
During the first half of the year, the Group used £4.3m of cash in operations (2011: £5.2m) reflecting the reduced workload in the first half of 2012 compared to the second half of 2011 which is a continuing seasonal pattern for our business. The Group benefited from the return of £1.1m of cash collateral in relation to performance bonds which expired in the first half of the year and from positive cash flows on projects.
Banking facilities
The Group's £4.8m bank facilities comprise a multi option facility including overdraft, revolving credit facility and a bond and guarantee facility. At 30 June 2012 £0.8m of the facility had been used for the issue of performance bonds with the remainder of the facility undrawn.
Taxation
The effective tax rate for the first half of 2012, excluding the impact of non-deductible notional interest on preference shares, is 25% (year ended 31 December 2012: 26.1%).
Dividend
The Board is not declaring an interim dividend for the period (2012: nil) and will continue to review its dividend policy as the Group's results improve.
Strategy
The Styles&Wood property support services offer centres on an ability to successfully develop and deliver projects and programmes for the refurbishment, fit out and design & build of end user properties. This offer is characterised by an agile and innovative approach to working together with our customers to meet their changing needs and challenging requirements. These core skills are complemented by value adding service lines including architectural detail design, business process engineering and property management systems.
The Group has adopted a selective approach to new business opportunities which objectively considers the case for investment, differentiation of service line, win themes and conversion planning. Our marketplace focus is geared to four specific sectors where we are able to define opportunity for sustainable profitable growth:
§ Banking
§ Retail
§ Commercial
§ Public and Community
The skillsets the Group has developed are transferable and relevant for all four sectors.
A new organisational structure is now in place which provides ownership and clarity for relationship management and a scalable platform for growth. Functional support to operational activity is provided through a matrix structure which additionally promotes overhead efficiency, best practice and economies of scale. The diversification associated with the sectors identified introduces a significant degree of resilience to our business model which is a key driver given the challenges associated with the current macroeconomic environment.
The Group continues to develop its offer in international markets through its joint venture in Dubai which provided a positive contribution in the first half of 2012 on increased revenues.
Risks and Performance Management
The key risk areas, associated uncertainties and related performance indicators remain unchanged from those set out in the Annual report and Financial Statements for the year ended 31 December 2011 and are as follows:
Financial Performance
Maintaining profitability is fundamental to ensuring the stability of the business. Controls in place to address this challenge include planned management intervention through progress review meetings for individual material projects and specific accounts.
KPIs
- monthly revenue, benchmarked against current budget and prior year
- gross profit margin, measured for individual projects and programmes
- net cash balances, controlled through adherence to working capital targets
Operational Excellence
The Group's corporate responsibility commitments embrace demanding health and safety and environmental improvement targets. Delivering our services safely and environmentally responsible on time consistently to a high standard will preserve our reputation and promote stability.
KPIs
- accident frequency rate, year on year improvement
- waste to landfill, year on year improvement
- H&S audit scores, framework for continuous improvement
People Engagement
People remain our principal asset. The recruitment, retention and development of the right people, who are committed to the Group's strategy is fundamental to the success of the business.
KPIs
- personal development plans, measured completion ratio against targets
- flexible benefits, annual take-up improvement targets
- employee survey, progressive improvement for specified feedback areas
Market Place
A strategic focus on specific sectors enables the development of an in-depth understanding of the associated discrete risk profiles. Diversification into adjacent markets, for which our skillsets are transferable, can then be achieved in a controlled structured manner.
KPIs
- order book, monthly performance measured relative to plan and prior year
- framework arrangements, order book resilience and predictable income streams
Outlook
Market
Declining economic output for the third quarter in succession presents a significant challenge and reinforces the considerable levels of uncertainty in the markets in which the Group operates. Current economic forecasts for 2013 and 2014 show marginal growth in construction of 0.1% and 1.4% respectively. This underscores the necessity to pursue diversification into sectors with sustainable business opportunities. The transferrable nature of the Styles&Wood core service line skills sets provides a measure of resilience in this respect.
Banking
The major UK high street banking institutions remain focussed on improving customer relationships and their associated retail offer including branch refurbishment, refit and remodelling programmes. The committed capital investment plans have a three to five year horizon which through framework arrangements provides sustainable sources of income.
Retail
High end and major food retail segments continue to be characterised by significant investment programmes in property. A selective approach to specific opportunities for particular customers affords the best potential for growth in this area. The Group's ability to differentiate its service offering by integrating service lines creates positive win themes.
Public and community
The comprehensive nature of the major reductions in both central and local government capital spending programmes have entailed a significant positive shift in requirement for a more strategic approach to asset management. This becomes manifest in a requirement for the refresh, refurbishment and remodelling of existing buildings to support collocation and organisational rationalisation which plays to the Group's skill set.
Pipeline
An improved work mix for the first half of 2012 has created a stronger balance sheet and better positioned the Group for a significant increase in workload in the second half of the year. Our frameworks provide predictable, sustainable income streams and well organised and managed projects deliver positive cash. New work opportunity for 2013 is being discretely targeted to more evenly balance future years' weighting in order to realise further cost efficiencies and cash flow improvements.
Our weighted sightline for 2012 is currently tracking over 5% ahead of 2011 and the unexecuted order book for work to be delivered in 2012/13 is similarly showing an improvement of more than 10% over prior year.
Tony Lenehan
Chief Executive Officer, Styles & Wood Group PLC
Responsibility statement
The Directors confirm that this condensed consolidated interim financial information has been prepared in accordance with IAS34 as adopted by the European Union and that the interim management report contained herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
·; an indication of important events that have occurred during the first six months 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 financial year; and
·; material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report
The Directors of Styles & Wood Group plc are listed in the Annual Report for the year ended 31 December 2011. There have been no changes to the Board since 31 December 2011.
By order of the Board
Tony Lenehan Philip Lanigan
30 August 2012 30 August 2012
Chief Executive Officer Group Finance Director
Consolidated Income Statement | Unaudited | Unaudited | Audited | |||||||||
For the six months ended 30 June 2012 | 6 months ended | 6 months ended | Year ended | |||||||||
30 June 2012 | 30 June 2011 | 31 December 2011 | ||||||||||
Notes | Underlying | Non-recurring items and preference share accounting (note 7) | Total | Underlying | Non-recurring items and preference share accounting (note 7) | Total | Underlying | Non-recurring items and preference share accounting (note 7) | Total
| |||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||
Continuing operations | ||||||||||||
Revenue | 6 | 40,603 | - | 40,603 | 40,290 | - | 40,290 | 101,011 | - | 101,011 | ||
Cost of sales | (37,017) | - | (37,017) | (37,090) | - | (37,090) | (92,687) | - | (92,687) | |||
Gross profit | 3,586 | - | 3,586 | 3,200 | - | 3,200 | 8,324 | - | 8,324 | |||
Administrative expenses | (3,386) | - | (3,386) | (3,083) | (220) | (3,303) | (6,126) | (310) | (6,625) | |||
Operating profit/(loss) | 6,7 | 200 | - | 200 | 117 | (220) | (103) | 2,198 | (310) | 1,888 | ||
Finance costs | 8 | (179) | (562) | (741) | (295) | (501) | (796) | (495) | (1,031) | (1,526) | ||
Finance income | 8 | 6 | - | 6 | 20 | - | 20 | 31 | - | 31 | ||
Share of results of joint venture | 18 | 29 | - | 29 | - | - | - | 86 | - | 86 | ||
Profit/(loss) before taxation | 56 | (562) | (506) | (158) | (721) | (879) | 1,820 | (1,341) | 479 | |||
Taxation | 9 | (14) | - | (14) | 44 | 58 | 102 | (477) | 82 | (395) | ||
Profit/(loss) for the period attributable to equity shareholders |
42 |
(562) | (520) |
(114) |
(663) |
(777) |
1,343 |
(1,259) | 84 | |||
Basic and diluted earnings/(loss) per share, expressed in pence per share | 10 |
0.1p |
(0.9)p | (0.8)p |
(0.2)p |
(1.1)p | (1.3p) |
2.1p |
(2.0)p | 0.1p | ||
There is no difference between the profit/(loss) for the period and the total comprehensive income for the period. Accordingly no separate statement of comprehensive income has been presented.
Underlying results are shown before charging non-recurring expenses (note 7) and accounting for notional interest on preference shares (note 14).
Consolidated Statement of Changes in Equity | ||||||||||||
For the six months ended 30 June 2012 | ||||||||||||
Unaudited | ||||||||||||
Notes | Ordinary share capital | Preference share capital | Share premium | Reverse acquisition reserve |
Retained earnings |
|
Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||||
At 1 January 2011 |
20,456 |
6,662 | 16,300 |
(66,665) |
16,709 |
(6,538) | ||||||
Comprehensive income | ||||||||||||
Loss for the period | - | - | - | - | (777) | (777) | ||||||
Total comprehensive income |
- |
- |
- |
- |
(777) |
(777) | ||||||
Transactions with owners | 20,456 | 6,662 | 16,300 | (66,665) | 15,932 | (7,315) | ||||||
Share option scheme |
- |
- |
- |
- |
42 |
42 | ||||||
Preference share notional interest | 14 |
- | (501) | - |
- |
501 |
- | |||||
Total transactions with owners |
- |
(501) | - |
- |
543 |
42 | ||||||
At 30 June 2011 | 20,456 | 6,161 | 16,300 | (66,665) | 16,477 | (7,271) | ||||||
Comprehensive income | ||||||||||||
Profit for the period | - | - | - | - | 859 | 859 | ||||||
Total comprehensive income | - | - | - |
- |
859 |
859 | ||||||
Transactions with owners | ||||||||||||
Share option scheme - value of awards | - | - | - |
- |
39 |
39 | ||||||
Share option scheme - tax on share awards | - | - | - |
- |
(79) |
(79) | ||||||
Preference share notional interest | 14 | - | (530) | - |
- |
530 |
- | |||||
Total transactions with owners | - | (530) | - |
- |
490 |
(40) | ||||||
At 31 December 2011 |
20,456 |
5,631 | 16,300 |
(66,665) |
17,826 |
(6,452) | ||||||
Comprehensive income | ||||||||||||
Loss for the period | - | - | - | - | (520) | (520) | ||||||
Total comprehensive income | - | - | - |
- |
(520) |
(520) | ||||||
Transactions with owners | ||||||||||||
Share option scheme | - | - | - |
- |
42 |
42 | ||||||
Preference share notional interest | 14 | - | (562) | - |
- |
562 |
- | |||||
Total transactions with owners | - | (562) | - |
- |
604 |
42 | ||||||
At 30 June 2012 | 20,456 | 5,069 | 16,300 | (66,665) | 17,910 | (6,930) |
Consolidated Balance Sheet | ||||||
As at 30 June 2012 | Unaudited | Unaudited | Audited | |||
30 June | 30 June | 31 December | ||||
Notes | 2012 | 2011 | 2011 | |||
£'000 | £'000 | £'000 | ||||
Non current assets | ||||||
Intangible assets - software | 296 | 57 | 279 | |||
Property, plant and equipment | 449 | 349 | 330 | |||
Deferred tax asset | 9 | 246 | 470 | 254 | ||
991 | 876 | 863 | ||||
Current assets | ||||||
Trade and other receivables | 27,156 | 21,560 | 25,563 | |||
Amounts owed by joint venture | 18 | 1,141 | 1,145 | 1,167 | ||
Cash and cash equivalents | 13 | 3,178 | 6,850 | 6,656 | ||
Other financial assets: cash collateral | 16 | - | 1,144 | 1,101 | ||
31,475 | 30,699 | 34,487 | ||||
Current liabilities | ||||||
Trade and other payables | (28,818) | (25,153) | (31,792) | |||
Financial liabilities: bank borrowings | 12 | - | (761) | - | ||
Current tax liabilities | (647) | (432) | (641) | |||
(29,465) | (26,346) | (32,433) | ||||
Net current assets | 2,010 | 4,353 | 2,054 | |||
Total assets less current liabilities | 3,001 | 5,229 | 2,917 | |||
Non current liabilities | ||||||
Financial liabilities: bank borrowings | 12 | - | (3,661) | - | ||
Financial liabilities: preference shares | 14 | (9,931) | (8,839) | (9,369) | ||
(9,931) | (12,500) | (9,369) | ||||
Net liabilities | (6,930) | (7,271) | (6,452) | |||
Shareholders' equity | ||||||
Ordinary share capital | 20,456 | 20,456 | 20,456 | |||
Preference share capital | 14 | 5,069 | 6,161 | 5,631 | ||
Share premium | 16,300 | 16,300 | 16,300 | |||
Reverse acquisition reserve | (66,665) | (66,665) | (66,665) | |||
Retained earnings | 17,910 | 16,477 | 17,826 | |||
Total shareholders' deficit | (6,930) | (7,271) | (6,452) | |||
Consolidated Statement of Cash Flows | ||||||
For the six months ended 30 June 2012 | ||||||
Unaudited | Unaudited | Audited | ||||
6 months ended | 6 months ended | Year ended | ||||
30 June | 30 June | 31 December | ||||
Notes | 2012 | 2011 | 2011 | |||
£'000 | £'000 | £'000 | ||||
Cash (used in)/generated from operations | 15 | (4,322) | (5,126) | 46 | ||
Income taxes paid | - | - | (150) | |||
Net cash used in operating activities | (4,322) | (5,126) | (104) | |||
Cash flows used in investing activities | ||||||
Purchase of property, plant and equipment | (208) | (88) | (150) | |||
Purchase of intangible assets - software | (55) | (22) | (268) | |||
Amounts returned from joint ventures |
55 |
279 | 343 | |||
Net cash (used in)/generated from investing activities |
(208) |
169 | (75) | |||
Cash flows used in financing activities | ||||||
Interest received | 6 | 17 | 31 | |||
Interest paid | (29) | (133) | (170) | |||
Repayment of borrowings | - | (1,000) | (5,900) | |||
Prepaid debt issue costs | - | - | (59) | |||
Other bank fees and charges | (26) | (49) | (82) | |||
Cash collateral deposits returned | 1,101 | 217 | 260 | |||
Net cash generated from/(used in) financing activities |
1,052 |
(948) | (5,920) | |||
Net decrease in cash and cash equivalents |
(3,478) |
(5,905) | (6,099) | |||
Cash and cash equivalents at beginning of period | 6,656 | 12,755 | 12,755 | |||
Cash and cash equivalents at end of period | 13 |
3,178 |
6,850 | 6,656 | ||
Notes to the interim financial information
1. General information
Styles & Wood Group plc ("the Company") is a public limited company incorporated and domiciled in the United Kingdom and listed on the London Stock Exchange. Styles & Wood Group plc and its subsidiaries (together "the Group") provide property services to banking, retail, leisure, commercial and public organisations within the UK. The Group has a joint venture in Dubai providing property services to the local market. The address of Styles & Wood Group plc's registered office is Aspect House, Manchester Road, Altrincham, Cheshire, WA14 5PG.
This condensed consolidated financial information was approved for issue on 30 August 2012.
This condensed consolidated interim financial information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The interim results to 30 June 2012 and comparative results to 30 June 2011 are neither audited nor reviewed by the auditors. The financial information for the full preceding year is based on the statutory accounts for the year ended 31 December 2011 which have been delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph nor any statement under section 498 of the Companies Act 2006.
2. Basis of preparation
This condensed consolidated interim financial information for the six months ended 30 June 2012 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS34 "Interim financial reporting" as adopted by the European Union. The interim results should be read in conjunction with the annual report and financial statements for the year ended 31 December 2011 which are available from the group's website www.stylesandwood.co.uk.
The Group meets its day to day working capital requirements through its bank facilities. The group's current forecasts and projections, which take account of reasonably possible changes in trading conditions, show that the Group should be able to operate within the level of its current facilities, details of which can be found in note 12. Therefore the Group continues to adopt the going concern basis in preparing the consolidated interim financial information.
3. Accounting policies
The accounting policies, methods of computation and presentation followed are consistent with those applied in the annual report and financial statements which are prepared in accordance with IFRS as adopted by the European Union, except as described below:
·; Taxes on income in the interim periods are accrued using the tax rate that would be applicable to total expected annual earnings.
·; Segmental reporting disclosures have been amended to fall in line with the Group's new management reporting and are results are now disclosed for the following operating segments. Comparative disclosures have been restated accordingly.
Contracting Services
o Projects: Styles & Wood fulfils the role of Principal Contractor for projects with typical project values ranging from less than £100,000 to over £10m. Projects range from minor refresh to comprehensive refurbishment, shell fit-out, acquisition conversion, or complex structural re-configuration and renewable solutions.
Professional Services
o Frameworks: Formal framework agreements with contractors and suppliers create the ideal forum for sharing best practice in planning, procurement and delivery. Styles & Wood delivers major roll-out programmes for its framework customers and has been actively providing collaborative services to many of these customers through systems developed and refined in over a decade of Partnering and formal Framework Agreements.
o Design: Design provides outsourced design and development services including architectural services, space planning, retail initiative design and models & standards work.
o iSite: iSite provides clients with technology based property information solutions that store, manage and communicate critical data relating to their property portfolio and associated property activities. This data can include design models, supplier allocations as well as project specific data.
There are no new IFRSs or IFRICs that are effective for the first time for this interim period that would be expected to have a material impact on this group.
4. Estimates
The preparation of interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing this condensed consolidated interim financial information, the significant judgements made by management in applying the group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2011.
5. Financial risk management
The Group's operations and financial instruments expose it to a variety of financial risks. This interim financial information does not contain all financial risk management information and should be read in conjunction with the annual report and financial statements.
There have been no changes in the financial risk management policies or risks since the annual report for the year ended 31 December 2011 was published.
6. Revenue and profit from business segments
6 months ended 30 June 2012 | ||||||
CONTRACTING SERVICES | PROFESSIONAL SERVICES | |||||
Unaudited | Projects | Frameworks | Design |
iSite | Unallocated | Group |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Revenue | 16,370 | 22,052 | 1,443 | 738 | - | 40,603 |
Segment result | 307 | 1,862 | 260 | 65 | (2,294) | 200 |
Finance costs | (741) | |||||
Finance income | 6 | |||||
Share of results of joint venture | 29 | |||||
Loss before taxation | (506) | |||||
Taxation | (14) | |||||
Loss for the period from continuing operations | (520) |
6 months ended 30 June 2011 | ||||||
CONTRACTING SERVICES | PROFESSIONAL SERVICES | |||||
Unaudited | Projects | Frameworks | Design |
iSite | Unallocated | Group |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Revenue | 10,238 | 28,038 | 1,228 | 786 | - | 40,290 |
Underlying segment result | 87 | 1,481 | 216 | 183 | (1,850) | 117 |
Non-recurring items (note 7) | - | - | - | - | (220) | (220) |
Segment result | 87 | 1,481 | 216 | 183 | (2,070) | (103) |
Finance costs | (796) | |||||
Finance income | 20 | |||||
Share of results of joint venture | - | |||||
Loss before taxation | (879) | |||||
Taxation | 102 | |||||
Loss for the period from continuing operations | (777) |
Year ended 31 December 2011 | ||||||
CONTRACTING SERVICES | PROFESSIONAL SERVICES | |||||
Audited | Projects | Frameworks | Design |
iSite | Unallocated | Group |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Revenue | 33,238 | 63,962 | 2,351 | 1,460 | - | 101,011 |
Underlying segment result | 1,220 | 4,350 | 295 | 278 | (3,945) | 2,198 |
Non-recurring items (note 7) | - | - | - | - | (310) | (310) |
Segment result | 1,220 | 4,350 | 295 | 278 | (4,255) | 1,888 |
Finance costs | (1,526) | |||||
Finance income | 31 | |||||
Share of results of joint venture | 86 | |||||
Profit before tax | 479 | |||||
Taxation | (395) | |||||
Profit for the period from continuing operations | 84 |
Operating segments are reported in a manner consistent with the internal reporting to the Board of Directors (the chief operating decision maker) which is used to assess performance and make strategic decisions.
Unallocated segment result reflects expenses relating to the Company rather than the ongoing trade of the Group and includes administrative overheads, share option expenses, fees for professional advisers and senior management and directors' remuneration.
The Group's results include the following items:
Unaudited | Unaudited | Audited | ||||
6 months ended | 6 months ended | Year ended | ||||
30 June | 30 June | 31 December | ||||
Note | 2012 | 2011 | 2011 | |||
£'000 | £'000 | £'000 | ||||
Charged to administrative items: | ||||||
Restructuring, redundancy and related costs | (a) | - | (220) | (310) | ||
Total charged to operating (loss)/profit | - | (220) | (310) | |||
Charges to finance expense: | ||||||
Notional interest on preference shares | Note 14 | (562) | (501) | (1,031) | ||
Total charged to finance expense | (562) | (501) | (1,031) | |||
Total non-recurring items before tax | (562) | (721) | (1,341) | |||
Tax on non-recurring items | (b) | - | 58 | 82 | ||
Total non-recurring items after tax | (562) | (663) | (1,259) |
(a) Costs in 2011 relate to the restructuring of the business to flatten the management structure and re-organisation of the Group's Service & Development team to integrate business development into the operational team. There are no such restructuring costs in 2012.
(b) Tax on non-recurring items reflects the non-deductibility of the notional preference share interest (note 14).
8. Finance costs
Unaudited | Unaudited | Audited | ||||
6 months ended | 6 months ended | Year ended | ||||
30 June | 30 June | 31 December | ||||
2012 | 2011 | 2011 | ||||
£'000 | £'000 | £'000 | ||||
Interest expense: | ||||||
Interest on bank borrowings | 29 | 133 | 170 | |||
Fees on bank facilities | 14 | 42 | 75 | |||
Interest payable on other borrowings | - | - | - | |||
Amortisation of debt issue costs | 136 | 120 | 250 | |||
Notional interest on preference shares (note 14) | 562 | 501 | 1,031 | |||
Total interest payable and similar charges | 741 | 796 | 1,526 | |||
Interest income: | ||||||
Interest receivable | (6) | (20) | (31) | |||
Total interest receivable | (6) | (20) | (31) |
9. Taxation
Income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate for the full financial year.
Unaudited | Unaudited | Audited | ||||
6 months ended | 6 months ended | Year ended | ||||
30 June | 30 June | 31 December | ||||
2012 | 2011 | 2011 | ||||
£'000 | £'000 | £'000 | ||||
Taxation comprises: | ||||||
Current tax | 6 | - | 360 | |||
Deferred tax | 8 | (102) | 35 | |||
14 | (102) | 395 | ||||
A future reduction in the rate of Corporation Tax by a further 1% to 23% from 1 April 2013 has not yet been enacted and hence deferred tax is calculated based on the current statutory rate of 24%. The impact of future reductions will not have a material effect on the deferred tax asset.
10. Earnings per share
Details of the earnings and the number of shares used in the calculation are set out below:
Six months ended 30 June 2012 | Underlying | Non-recurring items and preference share accounting | Total
| |||
Profit/(loss) attributable to equity holders of the Group (£'000) | 42 | (562) | (520) | |||
Weighted average number of shares in issue | 61,823,831 | 61,823,831 | 61,823,831 | |||
Basic and diluted earnings/(loss) per share (pence per share) |
0.1p |
(0.9)p |
(0.8)p | |||
Six months ended 30 June 2011 | Underlying | Non-recurring items and preference share accounting | Total
| |||
Loss attributable to equity holders of the Group (£'000) | (114) | (663) | (777) | |||
Weighted average number of shares in issue | 61,823,831 | 61,823,831 | 61,823,831 | |||
Basic and diluted earnings/(loss) per share (pence per share) |
(0.2)p |
(1.1)p |
(1.3)p | |||
Year ended 31 December 2011 | Underlying | Non-recurring items and preference share accounting | Total
| |||
Profit/(loss) attributable to equity holders of the Group (£'000) | 1,343 | (1,259) | 84 | |||
Weighted average number of shares in issue | 61,823,831 | 61,823,831 | 61,823,831 | |||
Basic and diluted earnings/(loss) per share (pence per share) |
2.1p |
(2.0)p | 0.1p | |||
The Company has in issue 15,000,000 convertible preference shares which are convertible into 16,000,000 ordinary shares. These shares are not currently dilutive. Share options in issue within the Group are not considered to be dilutive.
11. Dividend
The Board does not consider it appropriate to pay an interim dividend (2011: nil).
12. Financial liabilities: bank borrowings
Unaudited | Unaudited | Audited | ||||
30 June | 30 June | 31 December | ||||
2012 | 2011 | 2011 | ||||
£'000 | £'000 | £'000 | ||||
Current | - | 1,000 | - | |||
Less: unamortised issue costs | - | (239) | - | |||
- | 761 | - | ||||
Non current | - | 3,900 | - | |||
Less: unamortised issue costs | - | (239) | - | |||
- | 3,661 | - | ||||
Total bank borrowings | - | 4,422 | - |
The term loan in existence at 30 June 2011 was repaid in full on 28 August 2011. The Group's current banking facility comprises a £4.8m multi-option loan facility, including a revolving credit, overdraft and guarantee facility. This facility will be available until June 2013 and will reduce to £4.4m at 31 December 2012. At 30 June 2012 £743,000 had been utilised to provide performance bonds only (31 December 2011: £616,000 for performance bonds only).
Issue costs in respect of the facilities have been prepaid and are being amortised over the life of the facilities.
13. Net cash
Net cash excludes preference share capital of £9.9m (30 June 2011: £8.8m, 31 December 2011 £9.4m) included within non-current liabilities due to the nature of the conversion rights attached to those shares.
Unaudited | Unaudited | Audited | ||||
6 months ended 30 June | 6 months ended 30 June | Year ended 31 December | ||||
2012 | 2011 | 2011 | ||||
(restated) | ||||||
Net cash comprises: | £'000 | £'000 | £'000 | |||
Term loan | - | (4,900) | - | |||
Add: | ||||||
Cash at bank and in hand | 3,178 | 6,850 | 6,656 | |||
Net cash | 3,178 | 1,950 | 6,656 |
Included within net cash at 30 June 2011 was unamortised debt issued costs of £478,000. Amounts have been restated to exclude these costs which are now included in prepayments (31 December 2011: included in prepayments).
14. Preference share capital
Unaudited | Unaudited | Audited | ||||
30 June | 30 June | 31 December | ||||
2012 | 2011 | 2011 | ||||
£ | £ | £ | ||||
Preference share capital | ||||||
15,000,000 convertible preference shares of £1 each |
15,000,000 |
15,000,000 | 15,000,000 | |||
Less: amounts classified as liabilities | (9,931,000) | (8,839,000) | (9,369,000) | |||
Total issued and fully paid share capital |
5,069,000 |
6,161,000 | 5,631,000 |
The 15,000,000 convertible, redeemable preference shares are held by the Group's bankers, Royal Bank of Scotland plc. The conversion rights allow the holder to convert the 15,000,000 preference shares into 16,000,000 ordinary shares at a price of 93.75p per share, in increasing tranches from 31 December 2013 to 31 December 2019. The shares carry a cash coupon of 3% from 1 September 2012 and, unless converted by the holder, are redeemable in increasing tranches from 31 December 2013.
Due to the conversion rights attached to the preference shares International Accounting Standards require them to be accounted for by separating the liability and equity components based on their respective fair value on issue. Subsequent to issue the liability component is measured at amortised cost and a notional interest charge, which is greater than the cash coupon payable on the shares, is made to the income statement. The difference between the imputed notional interest charge and the actual cash coupon is then credited to the profit and loss reserve, reducing the equity component.
As no cash coupon is payable in respect of the six months ended 30 June 2012 (year ended 31 December 2011: nil) the full £562,000 of notional interest has been credited back to reserves (six months ended 30 June 2011: full £501,000, year ended 31 December 2011: full £1,031,000).
15. Notes to the cash flow statement
Unaudited | Audited | Audited | ||||
6 months ended | 6 months ended | Year ended | ||||
30 June | 30 June | 31 December | ||||
2012 | 2011 | 2011 | ||||
£'000 | £'000 | £'000 | ||||
(Loss)/profit before tax for the period | (506) | (879) | 479 | |||
Adjustments for: | ||||||
Finance costs | 741 | 796 | 1,526 | |||
Finance income | (6) | (20) | (31) | |||
Depreciation and amortisation | 126 | 119 | 224 | |||
Share option scheme | 42 | 42 | 81 | |||
Share of profit of joint venture | (29) | - | (86) | |||
Operating cash flows before movement in working capital | 368 | 58 | 2,193 | |||
Changes in working capital: | ||||||
Increase in trade and other receivables | (1,729) | (759) | (4,355) | |||
Decrease in trade and other payables | (2,961) | (4,425) | (2,208) | |||
Cash (used in)/generated from operations | (4,322) | (5,126) | 46 | |||
16. Contingencies
The Group takes out performance bonds in the ordinary course of business. The aggregate amount of such bonds outstanding at 30 June 2012 was £743,000 (30 June 2011: £1,144,000, 31 December 2011: £1,717,000). The aggregate amount of bonds outstanding at 30 June 2012 on projects where practical completion has been achieved was £241,000 (30 June 2011: £1,144,000, 31 December 2011: £810,000).
Of the total amount of bonds £nil (30 June 2011: £1,144,000, 31 December 2011 £1,101,000) are provided by a surety who is holding an equal amount of cash collateral.
It is not anticipated that any material liabilities will arise from the contingencies. The Group has no capital commitments.
17. Related party transactions
The executive and non-executive directors are considered to be the key management personnel of the Group. Their aggregate remuneration for the period was as follows:
Unaudited | Unaudited | Audited | ||||
6 months ended | 6 months ended | Year ended | ||||
30 June | 30 June | 31 December | ||||
2012 | 2011 | 2011 | ||||
£'000 | £'000 | £'000 | ||||
Salaries, fees and short term benefits | 265 | 276 | 549 | |||
Pension contributions | 34 | 34 | 68 | |||
299 | 310 | 617 | ||||
In the six months ended 30 June 2012 the Group paid fees of £17,813 to Rickitt Mitchell & Partners Limited, corporate finance advisers to the Group, in respect of Paul Mitchell's services as a non-executive director (six months ended 30 June 2011: £18,750, year ended 31 December 2011: £37,500).
The following transactions have taken place between the Group and entities over which Paul Bell, who has a 35% shareholding in the Company and who is a director of the Group's trading subsidiary Styles & Wood Limited, has significant influence and are therefore considered to be related parties. All transactions were undertaken in the ordinary course of business.
Unaudited | Unaudited | Audited | ||||
6 months ended | 6 months ended | Year ended | ||||
30 June | 30 June | 31 December | ||||
2012 | 2011 | 2011 | ||||
£'000 | £'000 | £'000 | ||||
Sales made to related parties | - | 210 | 210 | |||
Purchases from related parties | 398 | 49 | 597 | |||
Balances owed by related parties at the balance sheet date | - | 220 | - | |||
Balances owed to related parties at the balance sheet date | 28 | - | 36 | |||
18. Joint ventures
The Group has a 49% investment in Dutco Styles & Wood LLC, a company registered in Dubai. The investment is held by Styles & Wood Limited and the terms of the joint venture agreement entitle Styles & Wood Ltd to jointly control the entity and to a 50% share of the profits of the joint venture.
Unaudited | Unaudited | Audited | ||||
6 months ended | 6 months ended | Year ended | ||||
30 June | 30 June | 31 December | ||||
2012 | 2011 | 2011 | ||||
£'000 | £'000 | £'000 | ||||
Net book amount | ||||||
At 1 January | 1,167 | 1,424 | 1,424 | |||
Share of profit in the period | 29 | - | 86 | |||
Working capital loan repaid | (55) | (279) | (343) | |||
At 30 June/31 December | 1,141 | 1,145 | 1,167 | |||
Related Shares:
Styles & Wood Group