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Interim results for the period ended 30 September 2012

5th Dec 2012 07:00

5 December 2012 ENSOR HOLDINGS PLC ("Ensor" the "Group" or the "Company") Interim results for the period ended 30 September 2012

Chairman's Statement

* Operating profit: up 100% to £1.2 million * Earnings per share: doubled to 2.8p * Interim dividend: increased by 45% to 0.4p per share

In our announcement of results for the financial year to March 2012, I cautiously anticipated steady progress. I am delighted to report that the Group generated operating profits for the six months to the end of September 2012 of £1,215,000 - a 100% increase over the same period last year (2011: £607,000) - on sales of £16.2 million (2011: £11.1 million).

These very pleasing results include the first full contribution by Technocover which has continued to improve since the acquisition of the company in January this year. The results for our other established businesses have been in line with our expectations, holding up well during an economically flat period. There are some signs of improvements in the economy as we start the second half of our financial year, but we are not relying on these signs and continue to work hard to maintain a `tight ship'.

Financial costs have increased to £146,000 (2011: £58,000), principally in relation to the Technocover acquisition, resulting in a Group pre-tax profit of £1,069,000 (2011: £549,000).

Last time I reported to shareholders, I let you know that we had agreed the sale of our tools business, CMS Tools, to a management buyout. We informed the market in October that the sale was not completed and CMS remains a fully contributing Group company. A robust plan has been agreed which we believe will see CMS making good profits for the Group, now and in the future.

Group cash flows continue to be excellent with cash of £1,219,000 being generated from operations. During the half year we have financed a pension scheme enhanced transfer value exercise, paid dividends, repaid loans and furthered our capital expenditure plans whilst reducing our gearing to 28% (2011: 34%).

The enhanced transfer value exercise which we have undertaken for our pension scheme has been very successful. To date, based on March 2012 values, the exercise has removed 65% of the scheme's deferred pension liabilities, for a cash cost to the company of about £750,000.

Steady but slow movement towards full planning permission at Brackley continues, as does work to realise value at our other land holdings. These land assets hold real value for us but there is no urgency or immediate need to dispose of them. We will sell only when there is an improved market, we are ready and are able to achieve an acceptable deal.

As I have said before, we intend to grow our dividend payments to our shareholders, when prudent to do so. I am pleased therefore to let you know that the Board is proposing to pay a net interim dividend of 0.4p per share. This is a 45% increase on last year (2011: 0.275p) and will be paid on 25 January 2013 to shareholders registered on 28 December 2012.

As I am constantly reminded when I travel around our Group, we have a team of very talented people working hard to produce these very good results. It is to everyone within Ensor that I say thank you very much for your continued efforts.

K A Harrison TDChairman5 December 2012Enquiries:Ensor Holdings PLCRoger Harrison / Marcus Chadwick0161 945 5953Westhouse Securities LimitedRichard Baty / Paul Gillam020 7601 6100Condensed Consolidated Income Statementfor the six months ended 30 September 2012 Note Unaudited Unaudited Audited 6 months 6 months 12 months 30/9/12 30/9/11 31/3/12 £'000 £'000 Restated £'000 Revenue 16,240 11,132 24,677 Cost of sales (12,063) (8,423) (18,200) ----------- ----------- ----------- Gross profit 4,177 2,709 6,477 Administrative expenses (2,962) (2,102) (5,017) ----------- ----------- ----------- Operating profit before impairment 1,215 607 1,460 charge Goodwill impairment charge 2 - - (1,014) ----------- ----------- ----------- Profit before financial expenses 1,215 607 446 Financial costs (146) (58) (164) ----------- ----------- ----------- Profit before tax 1,069 549 282 Income tax expense 3 (229) (135) (210) ----------- ----------- ----------- Profit for the period attributable 840 414 72 to equity shareholders ====== ====== ====== Earnings per share 4 Basic and fully diluted 2.8p 1.4p 0.3p ====== ====== ====== Dividends per share 5 Dividends paid 0.525p 0.350p 0.625p Dividends proposed 0.400p 0.275p 0.525p ====== ====== ======

Condensed Consolidated Statement of Comprehensive Income for the six months ended 30 September 2012

Profit for the period 840 414 72 Other comprehensive income:

Actuarial loss and related deferred tax (114) - (258)

Revaluation of land and buildings - - 140 ----------- ----------- ----------- Total comprehensive income attributable 726 414 (46) to equity shareholders ====== ====== ======Condensed Consolidated Statement of Financial Positionat 30 September 2012 Unaudited Unaudited Audited 30/9/12 30/9/11 31/3/12 £'000 £'000 £'000 ASSETS Non-current assets Property, plant & equipment 6,837 4,056 6,753 Intangible assets 3,105 2,438 2,771 Deferred tax asset 654 778 806 ----------- ----------- ----------- Total non-current assets 10,596 7,272 10,330 ----------- ----------- ----------- Current assets Assets held for sale - 542 138 Assets of disposal group classified - - 1,031as held for sale Inventories 2,907 2,610 3,005 Trade and other receivables 7,426 5,029 6,508 Cash and cash equivalents - 463 - ----------- ----------- ----------- Total current assets 10,333 8,644 10,682 ----------- ----------- ----------- Total assets 20,929 15,916 21,012 ====== ====== ====== LIABILITIES Non-current liabilities

Retirement benefit obligations (2,723) (3,036) (3,223)

Borrowings (905) - (1,007) Other creditors (886) (14) (897) Deferred tax (92) - (65) ----------- ----------- ----------- Total non-current liabilities (4,606) (3,050) (5,192) ----------- ----------- ----------- Current liabilities Borrowings (1,519) - (1,706) Liabilities of disposal group - - (223)classified as held for sale Trade and other payables (6,279) (4,456) (5,933) ----------- ----------- ----------- Total current liabilities (7,798) (4,456) (7,862) ----------- ----------- ----------- Total liabilities (12,404) (7,506) (13,054) ====== ====== ====== NET ASSETS 8,525 8,410 7,958 ====== ====== ====== Equity Share capital 3,062 3,062 3,062 Share premium 557 505 557 Treasury shares (79) (152) (79) Revaluation reserve 140 - 140 Retained earnings 4,845 4,995 4,278 ----------- ----------- ----------- Total equity attributable to equity 8,525 8,410 7,958shareholders ====== ====== ======

Condensed Consolidated Statement of Changes in Equity for the six months ended 30 September 2012

Attributable to equity shareholders of the parent

Issued Share Treasury Revaluation Retained Total Capital Premium Shares Reserve Earnings Equity £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 April 3,062 557 (79) 140 4,278 7,958 2012 Total - - - - 726 726 comprehensive income Dividend paid - - - - (159) (159) ----------- ----------- ----------- ------------- ----------- ----------- Balance at 30 3,062 557 (79) 140 4,845 8,525 September 2012 ====== ====== ====== ======= ====== ====== Balance at 1 April 2,945 470 - - 4,686 8,101 2011 Issue of equity 117 35 - - - 152 shares Purchase of - - (152) - - (152) treasury shares Total - - - - 414 414 comprehensive income Dividend paid - - - - (105) (105) ----------- ----------- ----------- ------------- ----------- ----------- Balance at 30 3,062 505 (152) - 4,995 8,410 September 2011 ====== ====== ====== ======= ====== ====== Balance at 1 April 2,945 470 - - 4,686 8,101 2011 Issue of equity 117 35 - - - 152 shares Purchase of - - (152) - - (152) treasury shares Sale of treasury - 52 73 - (35) 90 shares Total - - - 140 (186) (46) comprehensive income Dividend paid - - - - (187) (187) ----------- ----------- ----------- ------------- ----------- ----------- Balance at 31 3,062 557 (79) 140 4,278 7,958 March 2012 ====== ====== ====== ======= ====== ====== Condensed Consolidated Cash Flow Statementfor the six months ended 30 September 2012 Unaudited Unaudited Audited 6 months 6 months 12 months 30/9/12 30/9/11 31/3/12 £'000 £'000 £'000 Cash flows from operating activities Profit for the period 840 414 72 attributable to equity shareholders Depreciation charge 256 131 309 Financial costs 146 58 164 Income tax expense 229 135 210 Profit on disposal of property, (16) (12) (38) plant & equipment Amortisation of intangible asset 16 - - Cost of enhanced transfer 26 - - exercise Impairment of goodwill of - - 1,014 discontinued operation _______ _______ _______ Operating cash flow before 1,497 726 1,731 changes in working capital Decrease/(increase) in 314 (218) (462) inventories (Increase)/decrease in (536) (431) 268 receivables (Decrease)/increase in payables (56) 477 (2,064) _______ _______ _______ Cash generated from/(absorbed by) 1,219 554 (527) operations Interest paid (90) (58) (164) Income taxes received/( paid) 10 - (104) _______ _______ _______ Net cash generated from/(absorbed 1,139 496 (795) by) operating activities ----------- ----------- ----------- Cash flows from investing activities Proceeds from disposal of 10 29 88 property, plant & equipment Proceeds from disposal of assets 150 - - held for sale Acquisition of property, plant & (263) (92) (293) equipment ----------- ----------- ----------- Net cash absorbed by investing (103) (63) (205) activities ----------- ----------- ----------- Cash flows from financing activities Equity dividends paid (159) (105) (187) Issue of shares - - 152 Purchase of treasury shares - - (152) Proceeds from sale of own shares - - 90 Amounts repaid in respect of (27) (2) (3) finance leases Pension fund enhanced transfer (561) - - values paid Loan repayments (419) - (92) ----------- ----------- ----------- Net cash absorbed by financing (1,166) (107) (192) activities ----------- ----------- ----------- Net (decrease)/(increase) in cash (130) 326 (1,192) and equivalents Cash and cash equivalents at (1,055) 137 137 beginning of period ----------- ----------- ----------- Cash and cash equivalents at end (1,185) 463 (1,055) of period ====== ====== ======

Notes to the Interim Report

1. Basis of preparation

The unaudited results for the six months have been prepared in accordance with International Financial Reporting Standards ("IFRS") and do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The interim report has not been prepared in accordance with IAS 34, "Interim Financial Reporting" in that it does not contain full disclosure of accounting policies and does not detail compliance with other standards. These disclosures are dealt with in the Group's annual report.

The statutory accounts for the year ended 31 March 2012, prepared under IFRS, have been delivered to the Registrar of Companies and received an unqualified audit report.

2. Goodwill impairment charge

At 31 March 2012 there was an agreement in place for the sale of a subsidiary business, CMS Tools, to the management of the company. The sale was considered to be highly probable and so, in accordance with IFRS, the operation was treated as held for sale in the Statement of Financial Position at that date. The result of the operation, including an impairment of goodwill charged in anticipation of the disposal, was treated as a discontinued operation in the Income Statement for the year ended 31 March 2012.

Subsequently, the sale was aborted and in accordance with IFRS, the operation is no longer treated as held for sale. The Income Statement for the year ended 31 March 2012 has been restated, with the result of the company now included in continuing operations. However, IFRS dictates that the impairment of goodwill which was recognised in this period must not be reversed or restated. Therefore the comparative figures for the year ended 31 March 2012 include this impairment charge as a separate item.

3. Income tax expense

The income tax expense is calculated using the estimated tax rate for the year ended 31 March 2013.

4. Earnings per share

The calculation of earnings per share for the period is based on the profit for the period divided by the weighted average number of ordinary shares in issue, being 30,295,976 (6 months to 30 September 2011 - 29,781,819 and year ended 31 March 2012 - 29,888,168). The fully diluted loss per share is based upon the weighted average of 30,370,576 shares (6 months to 30 September 2011 - 30,618,074 and year ended 31 March 2012 - 30,002,190). The dilution is due to subsisting share options.

XLON

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