TIDMESR
12 December 2016
ENSOR HOLDINGS PLC
Interim Results
Chairman's Statement
The Ensor Group is very different when compared with this time last year. Our
balance sheet now consists of two trading businesses, Ellard and Wood's, a land
holding in Brackley, Northamptonshire and a little over GBP10m in cash. One
thing, however, remains the same, we continue to trade successfully and
profitably.
In September this year, I reported interim results to the end of July and
updated you with progress on our process to sell the Group. I am pleased to now
let you know that trading at both Ellard and Wood's, our two remaining
businesses, continues to be ahead of last year, with combined sales of GBP6.7m
(2015: GBP5.9m). Margins, however, are being challenged, particularly by exchange
rates, affected by a weaker pound. Our measures to recover margins are well
advanced, so we are optimistic about the second half.
As I have consistently reported, we are engaged in a process to liquidate all
our assets and return the cash to shareholders. In September this year, it had
been our intention to make an interim distribution of cash already realised,
via a tender offer. The documents were prepared but, ultimately, we decided not
to proceed as we were not able to gain sufficient assurances around the tax
treatment for the benefit of shareholders as a whole.
At the end of November, we announced that we intend to de-list from the AIM
market. This would ordinarily be the natural conclusion to our well-recorded
and publicised strategic review and formal sale process. A de-listing now,
however, fits well with our intention to return cash to the shareholders as
soon as possible after the final asset disposals are completed. The de-listing
will improve our flexibility to complete the realisation process and reduce
delay.
We currently have an offer for Ellard which is at an advanced stage of
negotiations. Without de-listing, the sale of this subsidiary would need a
simple majority of shareholders at a general meeting to approve it. The
de-listing will allow us to complete the sale more quickly and help speed up
the return of cash to shareholders.
Included in our announcement to de-list, we also let you know that an offer has
been received from the Harrison family for Wood's. Although Wood's continues to
be marketed, the Board regards this offer as a good back-up to complete the
business sales following the disposal of Ellard. If accepted, better offers not
having been received, then the Board will obtain independent opinion to support
their acceptance of the offer.
I am pleased to note that, with the exception of recession-hit 2009, Ensor has
been able to continuously pay dividends to shareholders. Over the last five
years, there has been average annual dividend growth of 34%, reflecting the
progress made year on year. In line with this record, and reflecting trading
results from a smaller Group, I can report that we are proposing to pay an
interim dividend of 0.60p (2015: 0.75p) per share. The interim dividend will be
payable on 27 January 2017 to shareholders on the register on 30 December 2016.
The ex-dividend date will be 29 December 2016.
The sale of the Group has taken longer than many might have expected, but we
have taken care at all stages in an attempt to do the best for all of our
stakeholders. I would like to thank all our employees, past and present, for
their hard work and success, which has been greatly appreciated, our customers
and suppliers without whom we would not have a business and our shareholders
for their patience during this process
K A Harrison TD
Chairman
12 December 2016
Consolidated Income Statement
for the six months ended 30 September 2016
Note Unaudited Unaudited
6 months 6 months ended Unaudited
ended 30 September Year ended
30 September 2015 31 March
2016 2016
GBP'000 GBP'000 GBP'000
Continuing operations
Revenue 6,683 5,879 12,069
Cost of sales (4,824) (4,267) (8,720)
_______ _______ _______
Gross profit 1,859 1,612 3,349
Administrative expenses (1,350) (1,029) (2,080)
_______ _______ _______
Operating profit before exceptional 509 583 1,269
administrative income and expenses
Exceptional administrative income and
expenses:
Gain on disposal of assets held for - 793 785
sale
Gain on disposal of fixed assets - - 207
Gain on disposal of subsidiary 2 5,906 - 168
companies
Other realisation and winding-up (119) - (69)
expenses
_______ _______ _______
Operating profit 6,296 1,376 2,360
Finance costs (14) (58) (42)
_______ _______ _______
Profit before tax 6,282 1,318 2,318
Income tax expense 3 (91) (286) (283)
_______ _______ _______
6,191 1,032 2,035
Profit for the period on continuing
operations
Discontinued operations 4 134 919 1,193
_______ _______ _______
Profit for the period attributable to 6,325 1,951 3,228
equity shareholders of the parent
company
_______ _______ _______
Earnings per share 5
Continuing operations:
On ordinary activities 1.0p 0.8p 2.9p
On exceptional gains 19.7p 2.6p 3.9p
_______ _______ _______
20.7p 3.4p 6.8p
Discontinued operations 0.4p 3.1p 4.0p
_______ _______ _______
21.1p 6.5p 10.8p
_______ _______ _______
The results for the year ended 31 March 2016 have been restated as described in
note 4.
Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2016
Unaudited Unaudited
6 months 6 months Unaudited
ended 30 ended 30 Year ended
September September 31 March
2016 2015 2016
GBP'000 GBP'000 GBP'000
Profit for the period 6,325 1,951 3,228
Other comprehensive income:
Actuarial loss and related deferred (53) - (2,883)
tax
_______ _______ _______
Total comprehensive income 6,272 1,951 345
attributable to equity shareholders
of the parent company
_______ _______ _______
Dividends per share
Dividends paid 1.55p 1.30p 2.05p
Dividends proposed 0.60p 0.75p 1.55p
_______ _______ _______
The results for the year ended 31 March 2016 have been restated as described in
note 4.
Consolidated Statement of Financial Position
at 30 September 2016
Unaudited Unaudited Audited
30 September 30 September 31 March
2016 2015 2016
GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant & equipment 386 4,126 520
Intangible assets 1,074 2,655 1,074
Deferred tax asset 489 428 590
_______ _______ _______
Total non-current assets 1,949 7,209 2,184
_______ _______ _______
Current assets
Assets classified as held for sale 530 - 530
Assets of disposal group held for sale - 2,242 7,252
Inventories 2,415 2,892 2,382
Trade and other receivables 4,775 8,505 4,359
Cash and cash equivalents 10,370 1,815 1,536
_______ _______ _______
Total current assets 18,090 15,454 16,059
_______ _______ _______
Total assets 20,039 22,663 18,243
_______ _______ _______
LIABILITIES
Non-current liabilities
Retirement benefit obligations - (2,034) (1,065)
Borrowings - (100) -
Other creditors - (202) -
Deferred tax - (182) -
_______ _______ _______
Total non-current liabilities - (2,518) (1,065)
_______ _______ _______
Current liabilities
Bank overdraft - - (47)
Borrowings - (289) (748)
Liabilities of disposal group held for - (1,025) (2,803)
sale
Current income tax liabilities (94) (856) (73)
Trade and other payables (2,955) (4,962) (2,325)
_______ _______ _______
Total current liabilities (3,049) (7,132) (5,996)
_______ _______ _______
Total liabilities (3,049) (9,650) (7,061)
_______ _______ _______
NET ASSETS 16,990 13,013 11,182
_______ _______ _______
EQUITY
Share capital 3,082 3,082 3,082
Share premium 552 552 552
Revaluation reserve - 23 -
Retained earnings 13,356 9,356 7,548
_______ _______ _______
Total equity attributable to equity 16,990 13,013 11,182
shareholders of the parent company
_______ _______ _______
Consolidated Statement of Changes in Equity
for the six months ended 30 September 2016
Attributable to equity
shareholders of the parent company
Issued Share Revaluation Retained Total
Capital Premium reserve Earnings Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 April 2016 3,082 552 - 7,548 11,182
Total comprehensive - - - 6,272 6,272
income
Dividend paid - - - (464) (464)
_______ _______ _______ _______ _______
Balance at 30 September 3,082 552 - 13,356 16,990
2016
_______ _______ _______ _______ _______
Balance at 1 April 2015 3,082 552 140 7,676 11,450
Total comprehensive - - - 1,951 1,951
income
Dividend paid - - - (388) (388)
Transfer of surplus to - - (117) 117 -
retained earnings on
disposal of properties
_______ _______ _______ _______ _______
Balance at 30 September 3,082 552 23 9,356 13,013
2015
_______ _______ _______ _______ _______
Balance at 1 April 2015 3,082 552 140 7,676 11,450
Total comprehensive - - - 345 345
income
Dividends paid - - - (613) (613)
Transfer of surplus to - - (140) 140 -
retained earnings on
disposal of properties
_______ _______ _______ _______ _______
Balance at 31 March 2016 3,082 552 - 7,548 11,182
_______ _______ _______ _______ _______
Consolidated Cash Flow Statement
for the six months ended 30 September 2016
Unaudited Unaudited Audited
6 months 6 months ended year
ended 30 30 September ended 31
September 2015 March
2016 2016
GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Profit for the period attributable to equity shareholders 6,325 1,951 3,228
Cash benefit of profits transferred with disposals (179) - -
Depreciation charge 67 352 662
Finance costs 14 58 42
Income tax expense 91 286 584
Profit on disposal of held-for-sale subsidiary (5,906) - (168)
(Profit)/loss on disposal of property, plant & equipment (3) 20 (191)
Gain on disposal of assets classified as held for sale - (793) (785)
Amortisation of intangible asset 8 16 33
_______ _______ _______
Operating cash flow before changes in working 417 1,890 3,405
capital
(Increase)/decrease in inventories (472) 227 424
(Increase)/decrease in receivables (889) (283) 1,179
Increase/(decrease) in payables 1,228 (1,411) (1,907)
_______ _______ _______
Cash generated from operations 284 423 3,101
Interest (paid)/refunded (14) (8) (42)
Income taxes (paid)/refunded - 42 (561)
_______ _______ _______
Net cash generated from operations 270 457 2,498
Payment in excess of liability to clear pension fund (66) - (5,601)
_______ _______ _______
Net cash generated from/(used in) operations 204 457 (3,103)
_______ _______ _______
Cash flows from investing activities
Proceeds from disposal of property, plant & equipment 25 44 926
Proceeds from sale of assets held for sale - 2,978 2,968
Net proceeds from sale of subsidiary 11,386 - 1,275
Acquisition of property, plant & equipment (90) (348) (674)
_______ _______ _______
Net cash generated from/(used in) investing activities 11,321 2,674 4,495
_______ _______ _______
Cash flows from financing activities
Equity dividends paid (464) (388) (613)
Funding received under new finance leases - 238 241
Amounts repaid in respect of finance leases (218) (10) (44)
New bank loans - - 2,000
Loan repayments (1,962) (141) (472)
_______ _______ _______
Net cash generated from/(used in) financing activities (2,644) (301) 1,112
_______ _______ _______
Net increase in cash and cash equivalents 8,881 2,830 2,504
Cash and cash equivalents at beginning of period 1,489 (1,015) (1,015)
_______ _______ _______
Cash and cash equivalents at end of period 10,370 1,815 1,489
_______ _______ _______
Notes to the Interim Report
1. Basis of preparation
The statutory accounts for the year ended 31 March 2016, prepared under IFRS,
have been delivered to the Registrar of Companies and received an unqualified
audit report.
The unaudited results for the six months ended 30 September 2016 have been
prepared in accordance the same accounting policies as are disclosed in those
statutory accounts, other than the departure from International Financial
Reporting Standards ("IFRSs") detailed below, which has been made in order to
enhance the information available to shareholders in this instance. The
unaudited results 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 IAS34,
"International Financial Reporting" in that it does not contain full disclosure
of accounting policies and does not detail compliance with other standards:
1.1 Definition of discontinued operations
Certain of the disposals of subsidiaries made in this period and the prior year
do not fulfil the strict requirements of IFRS 5 for classification as
discontinued operations, because of their size in relation to the rest of the
group. However, we have elected to present these businesses as discontinued,
in both periods, in order that the continuing operations of the group are
comparable and show the results for only those businesses that remain within
the group's control at the current period end. The gains on disposals of the
discontinued operations (see note 2 below) have been classified as exceptional
income in the Income Statement rather than as part of the results of the
discontinued operations.
2. Gain on disposal of subsidiary company
The gains in the current period relate to the proceeds from the sales of the
company's subsidiaries, Technocover Limited and OSA Door Parts Limited, less
the carrying values of the investments and costs of realisation. The gain in
the year ended 31 March 2016 relates to the disposal of the company's
subsidiary, Ensor Building Products Limited.
3. Income tax expense
The income tax expense is calculated using the estimated tax rate for the year
ended 31 March 2017.
4. Discontinued operations
The results for the year ended 31 March 2016 have been restated to treat the
results of the subsidiaries disposed of since 1 April 2015 as discontinued,
regardless of their treatment in the statutory accounts for the year ended 31
March 2016. The subsidiaries concerned are Ensor Building Products Limited,
Technocover Limited and OSA Door Parts Limited.
For this reason, the Consolidated Income Statement is described as unaudited
as the comparative figures do not agree to the audited financial statements for
the year ended 31 March 2016. However the profit for the period attributable to
equity shareholders of the parent company agrees in total to the audited
financial statements.
5. 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 29,895,976 (6 months to 30 September 2015 and year ended 31 March 2016 -
29,895,976). There were no financial instruments in existence in any of these
periods that would serve to dilute the shareholdings.
Enquiries:
Ensor Holdings PLC: Roger Harrison / Marcus Chadwick - 0161 945 5953
Stockdale Securities Limited: Robert Finlay / Elhanan Lee - 020 7601 6100
END
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