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 £10m 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 £6.7m (2015: £5.9m). 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
6 months
ended
30 September 2016 |
Unaudited
6 months ended
30 September 2015 |
Unaudited
Year ended
31 March
2016 |
|
|
£’000 |
£’000 |
£’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
administrative income and expenses |
|
509 |
583 |
1,269 |
Exceptional administrative income
and expenses: |
|
|
|
|
Gain on disposal of assets held for
sale |
|
- |
793 |
785 |
Gain on disposal of fixed
assets |
|
- |
- |
207 |
Gain on disposal of subsidiary
companies |
2 |
5,906 |
- |
168 |
Other realisation and winding-up
expenses |
|
(119) |
- |
(69) |
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
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) |
|
|
_______ |
_______ |
_______ |
Profit for the period on continuing operations |
|
6,191 |
1,032 |
2,035 |
|
|
|
|
|
Discontinued operations |
4 |
134 |
919 |
1,193 |
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
Profit for the period
attributable to equity shareholders of the parent company |
|
6,325 |
1,951 |
3,228 |
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
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
6 months ended 30 September 2016 |
Unaudited
6 months ended 30 September 2015 |
Unaudited
Year ended
31 March
2016 |
|
|
£’000 |
£’000 |
£’000 |
|
|
|
|
|
Profit for the period |
|
6,325 |
1,951 |
3,228 |
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
Actuarial loss and related deferred
tax |
|
(53) |
- |
(2,883) |
|
|
_______ |
_______ |
_______ |
Total comprehensive income
attributable to equity shareholders of the parent company |
|
6,272 |
1,951 |
345 |
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
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
30 September
2016 |
Unaudited
30 September 2015 |
Audited
31 March
2016 |
|
£’000 |
£’000 |
£’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 sale |
- |
(1,025) |
(2,803) |
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 shareholders of the parent company |
16,990 |
13,013 |
11,182 |
|
_______ |
_______ |
_______ |
Consolidated Statement of Changes in Equity
for the six months ended 30 September
2016
Attributable to equity shareholders of the parent
company
|
Issued
Capital |
Share
Premium |
Revaluation
reserve |
Retained
Earnings |
Total
Equity |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
Balance at 1 April 2016 |
3,082 |
552 |
- |
7,548 |
11,182 |
Total comprehensive income |
- |
- |
- |
6,272 |
6,272 |
Dividend paid |
- |
- |
- |
(464) |
(464) |
|
_______ |
_______ |
_______ |
_______ |
_______ |
Balance at 30 September
2016 |
3,082 |
552 |
- |
13,356 |
16,990 |
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2015 |
3,082 |
552 |
140 |
7,676 |
11,450 |
Total comprehensive income |
- |
- |
- |
1,951 |
1,951 |
Dividend paid |
- |
- |
- |
(388) |
(388) |
Transfer of surplus to retained
earnings on disposal of properties |
- |
- |
(117) |
117 |
- |
|
_______ |
_______ |
_______ |
_______ |
_______ |
Balance at 30 September
2015 |
3,082 |
552 |
23 |
9,356 |
13,013 |
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2015 |
3,082 |
552 |
140 |
7,676 |
11,450 |
Total comprehensive income |
- |
- |
- |
345 |
345 |
Dividends paid |
- |
- |
- |
(613) |
(613) |
Transfer of surplus to retained
earnings on disposal of properties |
- |
- |
(140) |
140 |
- |
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
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
6 months ended 30 September 2016 |
Unaudited
6 months ended 30 September 2015 |
Audited
year
ended 31 March
2016 |
|
£’000 |
£’000 |
£’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
capital |
417 |
1,890 |
3,405 |
(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