9th Jun 2009 09:01
Mavinwood Plc
("Mavinwood" or "the Company")
Preliminary results for the year ended 31 December 2008
|
Financial key points
|
2008
|
2007
|
|
|
|
|
|
Continuing operations:
|
|
|
|
|
|
|
|
Revenue
|
£22.3m
|
£23.2m
|
|
|
|
|
|
Earnings before interest,
|
|
|
|
tax, exceptional items, amortisation and impairment
|
|
|
|
of intangible assets and share based payments charge (EBITA)
|
£2.6m
|
£3.7m
|
|
|
|
|
|
Operating (loss)/profit
|
£(7.0)m
|
£1.9m
|
|
|
|
|
|
Loss before tax
|
£(10.1)m
|
£(0.6)m
|
|
|
|
|
|
Basic loss per share from continuing operations
|
(1.95)p
|
(0.31)p
|
|
|
|
|
|
Adjusted profit after tax*
|
£0.7m
|
£0.8m
|
|
|
|
|
|
Adjusted fully diluted earnings per share*
|
0.13p
|
0.15p
|
|
|
|
|
|
|
|
|
|
Basic (loss) /earnings per share
|
(8.08)p
|
0.56p
|
* before discontinued operations, exceptional items, amortisation and impairment of intangible assets, share based payments charge and notional interest on contingent consideration
Enquiries:
Mavinwood plc
Charles Skinner, Chief Executive 07966 234075
Mike Vincent, Finance Director 020 7661 9651
Collins Stewart
Adrian Hadden 020 7523 8353
Threadneedle PR
John Coles 020 7653 9848
EXECUTIVE DIRECTOR'S REVIEW
RESULTS
Revenue for continuing operations in 2008 was £22,336,000 (2007: 23,156,000) and the loss before tax from continuing operations was £10,082,000 after impairment of intangible assets of £6,893,000 (2007: £nil). The loss from continuing operations before amortisation and impairment of intangible assets, exceptional items, share based payments charge and notional interest on contingent consideration was £322,000 (see Profit before tax section for analysis) (2007 profit: £1,296,000). The basic loss per ordinary share for continuing operations was 1.95p (2007: 0.31p).
The Mavinwood Group comprises two divisions, Emergency Repair and Document Handling. At 31 December 2008, the Emergency Repair division (excluding Ansa Building Services Limited, 'ABS') has been classified as held for resale. The Document Handling division and ABS have been classified as continuing operations.
PROFIT BEFORE TAX
The loss before tax for the year ended 31 December 2008 for continuing operations was £10,082,000 (2007: £618,000). However, the Directors believe that an adjusted measure of (loss)/profit before tax and earnings per share provides shareholders with a more appropriate representation of the underlying earnings derived from the Mavinwood Group's business. The items adjusted for in arriving at that underlying level are as follows:
|
2008 |
2007 |
||
|
£'000 |
£'000 |
||
|
Emergency Repair |
(475) |
1,327 |
|
|
Document Handling |
4,736 |
3,886 |
|
|
Central costs |
(1,671) |
(1,483) |
|
|
Share based payments charge |
(1,682) |
(1,658) |
|
|
Impairment of intangible fixed assets |
(6,893) |
- |
|
|
Exceptional items |
(824) |
- |
|
|
Amortisation of intangible fixed assets |
(240) |
(194) |
|
|
Operating (loss)/profit |
(7,049) |
1,878 |
|
|
Net finance costs |
(3,033) |
(2,496) |
|
|
Loss before tax |
(10,082) |
(618) |
|
|
Share based payments charge |
1,682 |
1,658 |
|
|
Impairment of intangible assets - ABS |
6,893 |
- |
|
|
Exceptional items |
824 |
- |
|
|
Amortisation of intangible assets |
240 |
194 |
|
|
Notional interest on contingent consideration |
121 |
62 |
|
|
Adjusted (loss)/profit before tax - continuing operations |
(322) |
1,296 |
EMERGENCY REPAIR
The major event in 2008 has been the weak performance of our Emergency Repair division.
In September 2008 we sold Mono Services Limited for £0.4m at a loss of £1.6m. This business comprised a number of social housing building fabric repair contracts. At this point, we retained the insurance building fabric contract and placed it in a subsidiary renamed ANSA Building Services limited (ABS). The performance of ABS has continued to disappoint in 2009 with weak volumes and we will be exiting from this business by 31 December 2009. At 31 December 2008, ABS has been classified as part of continuing operations.
The weak performance of the remainder of the division was due mostly to losing a large drainage contract with one major insurer. We took the decision to seek a buyer for the Emergency Repair division and entered into a full auction process towards the end of 2008. As a result of this, the division (with the exception of ABS) has been classified as held for sale at 31 December 2008. Peter Cox operates a nationwide network of branches providing damp control, timber preservation and masonry stabilisation services for private, public sector and commercial property, principally housing. The company increased its service offerings and extended activities in the public and commercial sectors in response to the reducing activities in the private housing transaction market. Sales in 2008 were £16.7m and operating profit was £0.7m. At 31 December 2008, Peter Cox has been written down to its attributable realisable value.
POST BALANCE SHEET EVENTS
We announced today that we have exchanged contracts for the sale of both the Ansa and Independent businesses to the incumbent management team backed by Lloyds TSB Development Capital Limited (LDC). Cash proceeds are £19.55m before expenses estimated at £0.7m.
The sale has meant that we have had to write down the attributable goodwill on the Emergency Repair business significantly and present the assets as assets held for re-sale in the December 2008 balance sheet. The carrying value of ANSA and Independent at 31 December 2008 reflects the realisable value from the transaction announced today. The net cash proceeds from the sale of ANSA and Independent will be used to pay down debt. Full details of the transaction are given in the circular to shareholders being posted today. Changes to the composition of the Board were announced on 8 June 2009.
As announced on 12 February 2009 we have put in place a back stop position whereby our principal shareholder has underwritten an equity issue of up to £10m on 30 June 2009. In addition, our principal shareholder agreed to make available to the company a short term loan facility of £2.5m. These arrangements have now been extended to 30 September 2009, assuming the sale is completed at a cost of £0.15m. This extension provides the Group with the flexibility either to refinance with another bank or reduce the debt by other disposals by 30 September, before the need to issue any equity arises.
DOCUMENT HANDLING
|
Year ended 31 December 2008 |
Year ended 31 December 2007 |
||||||
|
£'000 |
£'000 |
||||||
|
Revenue |
Restore and Wansdyke |
10,148 |
8,934 |
||||
|
DCS |
* |
4,582 |
3,022 |
||||
|
Total |
14,730 |
11,956 |
|||||
|
EBITA** |
Restore and Wansdyke |
3,492 |
2,808 |
||||
|
DCS |
* |
1,244 |
1,078 |
||||
|
Total |
4,736 |
3,886 |
|||||
|
* DCS 9 months in 2007 |
|||||||
|
** excluding share based payments charge |
|||||||
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 are the storage and retrieval of archive boxes but also 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.
The key customer satisfaction measures are:
% accuracy in retrieving items
% of items retrieved in accordance with terms of service, such as same day or next day delivery
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 that at Restore.
Wansdyke's sales grew strongly in 2008, by 14%. We are gradually filling up our underground storage facilities near Bath and we estimate we have enough spare space for the medium term expansion for the business through to 2013.
Restore's sales grew by 13% albeit with some lower margin business.
DOCUMENT CONTROL SERVICES (DCS)
DCS is a quality national operation, scanning and indexing documents with high intellectual property content. The business has a blue chip customer base including Network Rail, Highways Agency, The Crown Estate, oil and gas companies, city councils and property companies. DCS made a very strong contribution the first half of 2008 although it did suffer in the last quarter from some deferral of projects into 2009.
DOCUMENT HANDLING SUMMARY
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. Overall, on a true like for like basis comparing each business with a comparable period of trading in 2007, sales advanced by 16% and operating profit by 17%.
Inevitably, the recession is reducing business and business activity and we are seeing some softening in the volume of retrievals of boxes and files. However, this is being offset by continued good organic growth from existing customers and some new contract wins.
CENTRAL COSTS
Central costs have increased from £1,483,000 to £1,671,000.
TAX
The amortisation and impairment of intangible assets, the notional interest on the contingent consideration and the share based payments charge do not attract any tax relief. However, the underlying tax rate during 2008 was 28.5%, as a percentage of adjusted profit before taxation. (2007: 30.4%).
EARNINGS PER SHARE (EPS)
|
Year ended 31 December 2008 |
Restated Year ended 31 December 2007 |
||||||
|
Loss per share from continuing operations (pence) |
|||||||
|
Basic |
(1.95)p |
(0.31p) |
|||||
|
Diluted |
(1.95)p |
(0.31p) |
|||||
|
Adjusted earnings per share from continuing operations (pence) |
|||||||
|
Basic |
0.15p |
0.17p |
|||||
|
Diluted |
0.13p |
0.15p |
|||||
Basic EPS is (8.08)p, which compares with 0.56p in 2007. Basic EPS adjusted as above was 0.15p (2007: 0.17p). Assuming the exercise of all options and awards under the LTIP in 2008 at an average price of 11.4p plus the conversion of the convertible A shares (2007: 18.4p), the fully diluted adjusted EPS becomes 0.13p (2007:0.15p).
DIVIDENDS
Mavinwood intends to re-invest profits in the business and the Board do not recommend declaring a dividend (2007: Nil).
SHARE ISSUES
New equity was issued on two occasions in 2008. 0.5 million shares were issued on exercise of awards under the LTIP to the previous head of Document Handling who retired due to ill health in late 2007. 3.3 million shares were allotted at 12.0p per share on 5 June 2008 as part funding of the contingent consideration for DCS.
BALANCE SHEET
Net assets decreased to £15.2m mainly as a result of the write-down of goodwill relating to our Emergency Repair division and sale of Mono Services Limited as described earlier and also reflecting the loss for the year plus the share issues. Goodwill and intangibles on the retained business at 31 December 2008 was £21.8m (2007: retained business £29.2m, discontinued operations £41.4m).
Property, plant and equipment totalled £10.9m (2007: £12.2m) principally comprising the freehold underground storage facilities at Wansdyke, but also computer systems, storage racking and vehicles.
Operating working capital from continuing operations (excluding cash) amounted to a net £1.8m at 31 December 2008. Net debt at 31 December 2008 totalled £35.1m (2007: £30.9m) after deferred financing costs of £0.3m (2007: £0.3m).
CASH FLOW
The net cash inflow from continuing operations before capital expenditure was £1,790,000 (2007: £569,000). This inflow is after taking account of an outflow of £1.3m on working capital. Capital expenditure on the continuing business totalled £1,056,000 (2007: £1,397,000) compared to depreciation of £460,000 (2007: £513,000). Significant expenditure comprised the fitting out of empty space in the underground storage areas at Wansdyke and installing new racking at both Restore and Wansdyke.
Deferred and contingent consideration in respect of the acquisitions of Peter Cox and DCS respectively of £3.5m was paid in the year.
BOARD
There were no changes to the Board in the year to 31 December 2008.
OUTLOOK
This has been a very mixed year for our two divisions. Document Handling has continued to grow significantly with operating profit up by 17%. Emergency Repair has however suffered in a difficult market as insurance companies have reacted to the developing 'credit crunch' by reducing prices.
Document handling continues to expand and we will be focussing on the business going forward.
Kevin Mahoney
Executive Director 9 June 2009
Consolidated Income Statement
for the year ended 31 December 2008
|
Unaudited |
Unaudited Restated |
||||||
|
Year ended |
Year ended |
||||||
|
31 December 2008 |
31 December 2007 |
||||||
|
£'000 |
£'000 |
||||||
|
Continuing operations |
|||||||
|
Revenue |
22,336 |
23,156 |
|||||
|
Cost of sales |
(13,390) |
(13,405) |
|||||
|
Gross profit |
8,946 |
9,751 |
|||||
|
Administrative expenses |
(8,278) |
(7,873) |
|||||
|
Exceptional items |
(824) |
- |
|||||
|
Impairment of Intangible assets |
(6,893) |
- |
|||||
|
Operating (loss)/profit |
(7,049) |
1,878 |
|||||
|
Investment income |
6 |
25 |
|||||
|
Finance costs |
(3,039) |
(2,521) |
|||||
|
Loss before tax |
(10,082) |
(618) |
|||||
|
Income tax credit/(expense) |
999 |
(823) |
|||||
|
Loss from continuing operations |
(9,083) |
(1,441) |
|||||
|
Discontinued operations (Loss)/profit from discontinued operations |
(28,472) |
4,025 |
|||||
|
(Loss) /profit for the year |
(37,555) |
2,584 |
|||||
|
Attributable to |
|||||||
|
Equity holders of the Company |
(37,555) |
2,584 |
|||||
|
(Loss)/earnings per share (pence) |
|||||||
|
Basic |
(8.08)p |
0.56p |
|||||
|
Diluted |
(8.08)p |
0.48p |
|||||
|
Loss per share from continuing operations (pence) |
|||||||
|
Basic |
(1.95)p |
(0.31p) |
|||||
|
Diluted |
(1.95)p |
(0.31p) |
|||||
Statement of Changes in Shareholders' Equity
for the year ended 31 December 2008
|
Share capital |
Share premium |
Share based payments reserve |
Retained earnings |
Total equity |
|||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
|
Balance at 1 January 2007 |
503 |
40,060 |
1,102 |
2,572 |
44,237 |
||||
|
Profit for the year |
- |
- |
- |
2,584 |
2,584 |
||||
|
503 |
40,060 |
1,102 |
5,156 |
46821 |
|||||
|
Issue of shares during the year |
5 |
995 |
- |
- |
1,000 |
||||
|
Contingent consideration |
4 |
896 |
900 |
||||||
|
Share based payments charge |
- |
- |
1,892 |
- |
1,892 |
||||
|
Balance at 31 December 2007 |
512 |
41,951 |
2,994 |
5,156 |
50,613 |
||||
|
Balance at 1 January 2008 |
512 |
41,951 |
2,994 |
5,156 |
50,613 |
||||
|
Loss for the year |
- |
- |
- |
(37,555) |
(37,555) |
||||
|
512 |
41,951 |
2,994 |
(32,399) |
13,058 |
|||||
|
Issue of shares during the year |
4 |
483 |
- |
- |
487 |
||||
|
Issue costs |
- |
(38) |
- |
- |
(38) |
||||
|
Share based payments charge |
- |
- |
1,780 |
- |
1,780 |
||||
|
Awards under the LTIP exercised |
- |
- |
(86) |
- |
(86) |
||||
|
Balance at 31 December 2008 |
516 |
42,396 |
4,688 |
(32,399) |
15,201 |
Consolidated Balance Sheet
at 31 December 2008
|
Unaudited |
||||||
|
31 December 2008 |
31 December 2007 |
|||||
|
£'000 |
£'000 |
|||||
|
Assets |
||||||
|
Non-current assets |
||||||
|
Intangible assets |
21,818 |
70,634 |
||||
|
Property, plant and equipment |
10,892 |
12,220 |
||||
|
Investments |
- |
556 |
||||
|
Deferred tax asset |
21 |
179 |
||||
|
32,731 |
83,589 |
|||||
|
Current assets |
||||||
|
Inventories |
131 |
381 |
||||
|
Trade and other receivables |
7,529 |
23,140 |
||||
|
Cash and cash equivalents |
575 |
1,108 |
||||
|
8,235 |
24,629 |
|||||
|
Assets held for sale |
35,115 |
- |
||||
|
Total assets |
76,081 |
108,218 |
||||
|
Liabilities |
||||||
|
Current liabilities |
||||||
|
Trade and other payables |
(4,939) |
(15,554) |
||||
|
Bank overdrafts and loans |
(35,714) |
(4,337) |
||||
|
Current tax liabilities |
(20) |
(1,229) |
||||
|
Other financial liabilities |
(3) |
(45) |
||||
|
Provisions |
(171) |
(3,698) |
||||
|
(40,847) |
(24,863) |
|||||
|
Liabilities directly associated with assets classified as held for sale |
(15,981) |
- |
||||
|
Net current liabilities |
(13,478) |
(234) |
||||
|
Non-current liabilities |
||||||
|
Bank loans |
- |
(27,643) |
||||
|
Deferred tax liability |
(3,338) |
(5,099) |
||||
|
Provisions |
(714) |
- |
||||
|
(4,052) |
(32,742) |
|||||
|
Net assets |
15,201 |
50,613 |
||||
|
Shareholders equity |
||||||
|
Called up share capital |
516 |
512 |
||||
|
Share premium account |
42,396 |
41,951 |
||||
|
Share based payments reserve |
4,688 |
2,994 |
||||
|
Retained earnings |
(32,399) |
5,156 |
||||
|
Attributable to equity holders of the Company |
15,201 |
50,613 |
||||
Consolidated Statement of Cash Flows
for the year ended 31 December 2008
|
Unaudited |
Unaudited Restated |
|||||
|
Year ended |
Year ended |
|||||
|
31 December 2008 |
31 December 2007 |
|||||
|
£'000 |
£'000 |
|||||
|
Cash inflow from operating activities |
||||||
|
Continuing operations |
||||||
|
Loss for the year |
(9,083) |
(1,441) |
||||
|
Depreciation of property, plant and equipment |
460 |
515 |
||||
|
Amortisation of intangible assets |
240 |
194 |
||||
|
Impairment of intangible assets |
6,893 |
- |
||||
|
Finance costs recognised in profit and loss |
3,033 |
2,496 |
||||
|
Income tax expense recognised in profit and loss |
(999) |
827 |
||||
|
Share based payments charge |
1,682 |
1,658 |
||||
|
Exceptional items |
824 |
- |
||||
|
Gain on disposal of property, plant and equipment |
1 |
- |
||||
|
Movement in working capital |
||||||
|
Change in inventories |
(114) |
15 |
||||
|
Change in trade and other receivables |
(2,980) |
(4,267) |
||||
|
Change in trade and other payables |
1,833 |
572 |
||||
|
Net cash generated from continuing operations |
1,790 |
569 |
||||
|
Discontinued operations |
||||||
|
(Loss)/profit for the period |
(28,472) |
4,025 |
||||
|
Depreciation of property, plant and equipment |
631 |
328 |
||||
|
Amortisation of intangible assets |
78 |
94 |
||||
|
Impairment of intangible assets |
27,493 |
- |
||||
|
Finance costs recognised in profit and loss |
(51) |
(124) |
||||
|
Income tax expense recognised in profit and loss |
236 |
1,636 |
||||
|
Share based payments charge |
98 |
234 |
||||
|
Loss on disposal of division |
318 |
- |
||||
|
Gain on disposal of property, plant and equipment |
(34) |
(33) |
||||
|
Movement in working capital |
||||||
|
Change in inventories |
142 |
(3) |
||||
|
Change in trade and other receivables |
1,315 |
(1,678) |
||||
|
Change in trade and other payables |
3,090 |
739 |
||||
|
Net cash generated from discontinued operations |
4,844 |
5,218 |
||||
|
Net cash generated from operations |
6,634 |
5,787 |
Consolidated Statement of Cash Flows (continued)
for the year ended 31 December 2008
|
Unaudited |
Unaudited Restated |
|||||
|
Year ended |
Year ended |
|||||
|
31 December 2008 |
31 December 2007 |
|||||
|
£'000 |
£'000 |
|||||
|
Net cash generated from operations |
6,634 |
5,787 |
||||
|
Net finance costs |
(3,049) |
(1,575) |
||||
|
Income taxes paid |
(1,547) |
(2,782) |
||||
|
Net cash generated from operating activities |
2,038 |
1,430 |
||||
|
Cash flows from investing activities |
||||||
|
Purchases of property, plant and equipment |
(2,726) |
(2,582) |
||||
|
Proceeds from share issues |
449 |
- |
||||
|
Contingent consideration |
(3,502) |
(106) |
||||
|
Loan note receipts |
150 |
- |
||||
|
Acquisition of subsidiary, net of cash acquired |
- |
(6,988) |
||||
|
Cash flows used in investing activities |
(5,629) |
(9,676) |
||||
|
Cash flows from financing activities |
||||||
|
Repayment of borrowings |
(4,000) |
(2,000) |
||||
|
Drawdown/(repayment)of indebtedness |
8,000 |
(4,794) |
||||
|
New bank loans raised |
- |
14,300 |
||||
|
Deferred financing costs |
(106) |
(192) |
||||
|
Increase in bank overdrafts |
138 |
337 |
||||
|
Finance lease principal repayments |
(102) |
(147) |
||||
|
Net cash generated in financing activities |
3,930 |
7,504 |
||||
|
Net increase/(decrease) in cash and cash equivalents |
339 |
(742) |
||||
|
Cash and cash equivalents at start of period |
1,108 |
1,850 |
||||
|
Less: Net cash and cash equivalents included in discontinued operations |
(872) |
- |
||||
|
Cash and cash equivalents at the end of year |
575 |
1,108 |
||||
Notes to the Preliminary Announcement
for the year ended 31 December 2008
1 Basis of preparation
Mavinwood plc and its subsidiaries specifically focus on Emergency Repair and Document Handling. The Group operates in the UK. During the year, the Company took the decision to dispose of the Emergency Repair division. The Company is a public limited company incorporated and domiciled in the United Kingdom.
These financial statements were authorised for issue by the board of directors on 9 June 2009.
The financial information has been prepared using the recognition and measurement principles of International Financial Reporting Standards ('IFRS'), as adopted in the European Union and as applied in accordance with the provisions of the Companies Act 1985.
The financial information is presented in pounds sterling, prepared on a historical cost basis and, unless otherwise stated, rounded to the nearest thousand. The financial information set out in this announcement is abridged and does not constitute statutory accounts for the year ended 31 December 2008 but is derived from those draft financial statements. The financial information is not audited. The statutory accounts for the year ended 31 December 2008 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting.
The financial information contained in the preliminary announcement of results has been prepared on the basis of the accounting policies as outlined in the 2007 Report and Accounts.
The comparative financial information for the year ended 31 December 2007 was derived from information extracted from the annual report and accounts for that period, which have been filed with the UK Registrar of Companies, but the income statement has been restated to show certain revenue and costs relating to discontinued operations. The auditors have reported on those accounts, their report was unqualified and did not contain statements under sections 237 (2) or (3) of the Companies Act 1985.
The directors have considered the going concern position of the group and believe that it is appropriate to present the financial information on the going concern basis as the group's cashflow projections show that it will be able to meet its liabilities as and when they fall due for the foreseeable future. As discussed in the Executive Director's review, the major shareholder in the group, has entered into an agreement to underwrite the issue of new share capital up to an amount of £10m should this be required.
2 Segmental information
For management purposes, the Group is organised into two main segments, Emergency Repair and Document Handling. The Emergency Repair segment was classified as held for sale at 31 December 2008 (note 6).
The business segment is the primary segment. All trading of the Group is undertaken within the United Kingdom and the Company has no foreign operations. The secondary segment based on geography is solely the United Kingdom. Segment assets include goodwill, property, plant and equipment, inventory, debtors and operating cash. Central assets include investments, deferred tax and head office assets. Segment liabilities comprise operating liabilities. Central liabilities include income tax, corporate borrowings and head office liabilities. Capital expenditure comprises additions to computer software, property, plant and equipment and includes additions resulting from acquisitions through business combinations. Segment assets and liabilities are allocated between segments on an actual basis.
2 Segmental information (continued)
|
Unaudited |
Unaudited |
||||
|
Year ended |
Year ended |
||||
|
31 December 2008 |
31 December 2007 |
||||
|
£'000 |
£'000 |
||||
|
|
|
|
|||
|
Revenue - Continuing operations |
|||||
|
Emergency Repair |
7,606 |
11,200 |
|||
|
Document Handling |
14,730 |
11,956 |
|||
|
22,336 |
23,156 |
||||
|
Results - Continuing operations |
|||||
|
Emergency Repair |
(475) |
1,327 |
|||
|
Emergency Repair - Impairment of intangible assets |
(6,893) |
- |
|||
|
Emergency Repair - Exceptional items |
(824) |
- |
|||
|
Document Handling |
4,736 |
3,886 |
|||
|
Central costs |
(1,671) |
(1,483) |
|||
|
Share based payments charge |
(1,682) |
(1,658) |
|||
|
Amortisation of intangible assets |
(240) |
(194) |
|||
|
Operating (loss)/profit |
(7,049) |
1,878 |
|||
|
Net finance cost |
(3,033) |
(2,496) |
|||
|
Loss before tax |
(10,082) |
(618) |
|||
|
Income tax credit/( expense) |
999 |
(823) |
|||
|
Loss for the year from continuing operations |
(9,083) |
(1,441) |
|||
In 2008, of the £1,682,000 share based payments charge shown above, £6,000 (2007: £6,000) has been allocated to the Emergency Repair division and £32,000 (2007: £81,000) has been allocated to the Document Handling division, the remainder of this charge is allocated to central costs. The exceptional item of £824,000 relates to a provision charged for onerous lease costs.
|
Unaudited |
Unaudited |
||||
|
Year ended |
Year ended |
||||
|
31 December 2008 |
31 December 2007 |
||||
|
£'000 |
£'000 |
||||
|
Results - Discontinued operations |
|||||
|
Emergency Repair |
1,263 |
5,869 |
|||
|
Impairment of intangible assets |
(27,493) |
- |
|||
|
Share based payments charge |
(98) |
(234) |
|||
|
Amortisation of intangible assets |
(78) |
(94) |
|||
|
Loss on disposal of operations (note 6) |
(1,563) |
- |
|||
|
Provision for loss on disposal of operations (note 6) |
(318) |
- |
|||
|
Operating (loss)/profit |
(28,287) |
5,541 |
|||
|
Net finance income |
51 |
124 |
|||
|
(Loss)/profit before tax |
(28,236) |
5,665 |
|||
|
Income tax expense |
(236) |
(1,640) |
|||
|
(Loss)/profit after tax for the year from discontinued operations |
(28,472) |
4,025 |
|||
2 Segmental information (continued)
|
31 December 2008 |
31 December 2007 |
||||
|
£'000 |
£'000 |
||||
|
Segmental assets: |
|||||
|
Emergency Repair |
3,163 |
71,433 |
|||
|
Document Handling |
38,018 |
36,533 |
|||
|
Central |
(215) |
252 |
|||
|
Discontinued operations |
35,115 |
- |
|||
|
Total |
76,081 |
108,218 |
|||
|
Segmental liabilities: |
|||||
|
Emergency Repair |
(3,307) |
(14,297) |
|||
|
Document Handling |
(14,496) |
(5,004) |
|||
|
Central |
(27,096) |
(38,304) |
|||
|
Discontinued operations |
(15,981) |
- |
|||
|
Total |
(60,880) |
(57,605) |
|||
|
Segmental net assets: |
|||||
|
Emergency Repair |
(144) |
57,136 |
|||
|
Document Handling |
23,522 |
31,529 |
|||
|
Central |
(27,311) |
(38,052) |
|||
|
Discontinued operations |
19,134 |
- |
|||
|
Total |
15,201 |
50,613 |
|
Property, plant and equipment and software additions |
2,726 |
2,582 |
|||
|
Depreciation of property, plant and equipment and amortisation of intangible assets |
1,409 |
1,131 |
3 Tax
The underlying tax charge is based on the expected effective tax rate for the full year to 31 December 2008 and is calculated as 28.5% on profit before tax.
4 Earnings per ordinary share
Basic earnings per share have been calculated on the loss after tax for the year and the weighted average number of ordinary shares in issue during the year.
Adjusted earnings per share that are before share based payments charge, amortisation of intangible assets and notional interest on contingent consideration 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.
4 Earnings per ordinary share (continued)
|
Unaudited |
Unaudited |
||||
|
Year ended |
Year ended |
||||
|
31 December 2008 |
31 December 2007 |
||||
|
No. of shares |
No. of shares |
||||
|
Weighted average number of shares in issue |
464,794,897 |
457,684,786 |
|||
|
(Loss)/profit for the period |
(37,555) |
2,584 |
|||
|
Total basic (loss)/ earnings per ordinary share |
(8.08)p |
0.56p |
|||
|
£'000 |
£'000 |
||||
|
Loss after taxation on ordinary activities |
(9,082) |
(1,441) |
|||
|
Adjustments |
|||||
|
Amortisation of intangible assets |
240 |
194 |
|||
|
Impairment of intangible assets |
6,893 |
- |
|||
|
Exceptional items |
824 |
- |
|||
|
Share based payments charge |
1,682 |
1,658 |
|||
|
Tax effect of share based payments charge |
- |
312 |
|||
|
Notional interest on contingent consideration |
121 |
62 |
|||
|
Adjusted profit |
678 |
785 |
|||
|
Basic loss per ordinary share from continuing operations |
(1.95)p |
(0.31)p |
|||
|
Adjusted basic earnings per ordinary share (before amortisation of intangible assets, exceptional items share based payments charge and notional interest on contingent consideration) |
0.15p |
0.17p |
|
No. of shares |
No. of shares |
||||
|
Weighted average number of Shares in issue |
464,794,897 |
457,684,786 |
|||
|
Convertible 'A' shares, Share options and |
|||||
|
awards under the LTIP |
50,863,370 |
76,584,355 |
|||
|
Weighted average fully diluted number of shares in issue |
515,658,267 |
534,269,141 |
|||
|
Total fully diluted (loss)/earning per ordinary share |
(8.08)p |
0.48p |
|||
|
Fully diluted loss per ordinary share from continuing operations |
(1.95)p |
(0.31)p |
|||
|
Adjusted fully diluted earning per ordinary share (before amortisation of intangible assets, exceptional items, share based payments charge and notional interest on contingent consideration) |
0.13p |
0.15p |
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 11.4p (2007: 18.4p).
The number of allotted, issued and fully paid ordinary shares at 31 December 2008 was 466,271,145 (2007: 462,417,811). 5 Intangible Assets
|
Goodwill |
Customer relationships |
Trade names |
Applications software and IT |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Cost |
|||||
|
1 January 2007 |
49,753 |
8,662 |
- |
790 |
59,205 |
|
Acquired with subsidiary |
- |
2,662 |
1,222 |
116 |
4,000 |
|
Additions |
11,003 |
- |
- |
396 |
11,399 |
|
Disposals |
- |
- |
- |
(35) |
(35) |
|
Adjustments |
(3,292) |
- |
- |
27 |
(3,265) |
|
57,464 |
11,324 |
1,222 |
1,294 |
71,304 |
|
|
Cost |
|||||
|
1 January 2008 |
57,464 |
11,324 |
1,222 |
1,294 |
71,304 |
|
Acquired with subsidiary |
- |
- |
- |
- |
- |
|
Additions |
- |
- |
- |
139 |
139 |
|
Disposals |
- |
- |
- |
(127) |
(127) |
|
Transfers to assets held for resale |
(37,178) |
(2,818) |
(958) |
(710) |
(41,664) |
|
Adjustments |
9 |
- |
- |
14 |
23 |
|
31 December 2008 |
20,295 |
8,506 |
264 |
610 |
29,675 |
|
Accumulated amortisation |
|||||
|
1 January 2007 |
- |
- |
- |
382 |
382 |
|
Acquired with subsidiary |
- |
- |
- |
20 |
20 |
|
Charged for the year |
- |
137 |
- |
151 |
288 |
|
Disposals |
- |
- |
- |
(20) |
(20) |
|
31 December 2007 |
- |
137 |
- |
533 |
670 |
|
Accumulated amortisation |
|||||
|
1 January 2008 |
- |
137 |
- |
533 |
670 |
|
Impairment |
31,503 |
3,097 |
- |
120 |
34,720 |
|
Charged for the year |
- |
175 |
- |
65 |
240 |
|
Disposals |
- |
- |
- |
(11) |
(11) |
|
Transfers to assets held for resale |
(27,493) |
- |
- |
(272) |
(27,765) |
|
Adjustments |
- |
- |
- |
3 |
3 |
|
31 December 2008 |
4,010 |
3,409 |
- |
438 |
7,857 |
|
Carrying amount |
|||||
|
31 December 2008 |
16,285 |
5,097 |
264 |
172 |
21,818 |
|
31 December 2007 |
57,464 |
11,187 |
1,222 |
761 |
70,634 |
6 Discontinued operations
The sale of Mono Services Limited ('the company') was completed on 27 September 2008. Prior to this date, the insurance building repair business was transferred to another group entity 'Ansa Building Services Limited' leaving the social housing contracts in the company. The consideration for the sale was £450,000.
The social housing business has been shown within discontinued operations. The retained insurance related operations continue to be shown as continuing operations and will be closed during 2009.
At the year end, the Group decided to sell its Emergency Repair division and the results of this division (excluding Ansa Building Services Limited) are also shown as discontinued operations and the assets are classified as held for resale at the 31 December 2008.
The results for the year attributable to discontinued operations were as follows:
|
Unaudited |
Unaudited |
||||
|
Year ended |
Year ended |
||||
|
31 December 2008 |
31 December 2007 |
||||
|
£'000 |
£'000 |
||||
|
Revenue |
50,565 |
44,997 |
|||
|
Profit before tax for the year |
1,138 |
5,665 |
|||
|
Taxation |
(236) |
(1,640) |
|||
|
Provision for loss on disposal of division |
(318) |
- |
|||
|
Impairment of intangible assets |
(27,493) |
- |
|||
|
Loss on disposal of Mono Services Limited (includes impairment of goodwill of £335,000) |
(1,563) |
- |
|||
|
(28,472) |
4,025 |
||||
An analysis of the net assets held for resale at 31 December 2008 is as follows:
|
£'000 |
|||||
|
Intangible assets Property, plant and equipment |
13,374 2,582 |
||||
|
Investments |
406 |
||||
|
Deferred tax asset |
383 |
||||
|
Inventories |
222 |
||||
|
Trade and other receivables |
17,276 |
||||
|
Cash and cash equivalents |
872 |
||||
|
Trade and other payables |
(10,491) |
||||
|
Bank loans and overdrafts |
(193) |
||||
|
Current tax liabilities |
345 |
||||
|
Provisions |
(579) |
||||
|
Long term liabilities |
(3,887) |
||||
|
Deferred tax liabilities |
(1,176) |
||||
|
Net assets classified as held for resale |
19,134 |
Adjustments have been made to the asset value in respect of this division in order that it is held at its estimated realisable value at 31 December 2008. This has resulted in a provision for loss on disposal of £0.3m. Intangible assets of £27.5m have also been written off. The final result on sale will be booked in the accounts for the year ended 31 December 2009.
ENDS
Related Shares:
Restore