TIDMESR
8 December 2015
Ensor Holdings PLC
("Ensor", the "Group" or the "Company")
Interim results for the six months to 30 September 2015
Chairman's Statement
* Sales up 16%
* Earnings per share up 11%
* Dividends up 25%
Our half-year performance to the end of September 2015 has maintained the
excellent results achieved during the same period last year. Trading profits of
GBP1.50m (2014: GBP1.46m), before exceptional items, have been earned, despite a
general climate of unsettled foreign exchange rates and a flat construction
industry. This, I believe, demonstrates the strong controls and flexibility at
our trading companies.
Additionally, as previously reported, we have realised a profit of GBP793,000 on
the sale of our freehold properties in Stockport and Woodville, resulting in an
operating profit of GBP2.30m (2014: GBP1.46m).
Ellard, suppliers of automation and controls for doors and gates, has achieved
very satisfactory advances in market share. Despite foreign exchange rate
volatility, particularly in relation to the US dollar, margins have largely
been unaffected.
OSA Door Parts, which manufactures insulated industrial and garage doors and
operates in the same markets as Ellard, has had a similarly satisfactory
half-year.
Technocover supplies the utilities sector, particularly the water industry,
which concluded its Asset Management Period (AMP 5) in March 2015. However, a
large order book of work from AMP 5 was carried over to the current year. Some
of this AMP 5 work has been slower to proceed than expected, but with orders
for AMP 6 now being received, together with business developed in new areas, we
expect the year to finish more strongly than the traditional slow start to a
new AMP might otherwise imply.
Excellent progress has again been made at Wood's Packaging. Having outgrown its
current distribution facilities, new premises have been located and a move is
imminent.
At the last year-end I announced that discussions had taken place with the
management of Ensor Building Products regarding the purchase by management of
100% of the shares of the business. This transaction was completed in October
and the sale realised an appropriate value for goodwill. The profit, and
substantially all of the cashflow to be generated, on the sale of this business
will be reflected in our accounts for the year ended 31 March 2016.
Our present positive cash position reflects the trading profits and disposals
of the freehold properties during the period.
At the end of May this year we announced that we had initiated a review of our
strategic options to maximise shareholder value, including a potential sale of
the Group. Accordingly, a process has been under way to find a buyer.
Due to the varied nature of the markets within which our subsidiaries operate,
we have determined that a series of trade sales, rather than seeking a buyer
for the shares of Ensor Holdings PLC, is the best way forward. The response has
been encouraging and discussions are currently taking place with potential
buyers. Accordingly, the Company confirms it is no longer considered to be in
an 'offer period' for the purposes of the Takeover Code. We will make further
announcements in due course.
Our balance sheet carries a gross liability of GBP2.0m in respect of retirement
benefit obligations under the Ensor Group Pension Fund. This liability is
currently financed by a schedule of contributions agreed with the scheme
trustee, and paid by the Company to the scheme. Given the expected outcome of
the Group sale process, we have now decided, in principle, to purchase an
annuity which will secure all future liabilities of the Ensor Group Pension
Fund, as a precursor to a buyout and wind-up of the scheme. The cost of this
exercise, which will be payable in cash, is expected to be in the region of GBP
5.5m to GBP6m and will be financed through short-term borrowings, to bridge the
shortfall until further asset sales are realised.
We are proposing to pay an increased interim dividend of 0.75p per share (2014:
0.60p) - an increase of 25% on last year. The interim dividend will be payable
in cash and will be paid on 29 January 2016 to shareholders on the register on
29 December 2015. The ex-dividend date will be 24 December 2015.
As always at this time, I am delighted to be able to say thank you to all the
people who work within the Ensor Group. Your efforts and contributions are
greatly appreciated.
K A Harrison TD
Chairman
8 December 2015
Enquiries:
Ensor Holdings PLC
Roger Harrison / Marcus Chadwick
0161 945 5953
Westhouse Securities Limited
Robert Finlay / Rose Ramsden
020 7601 6100
Consolidated Income Statement
for the six months ended 30 September 2015
Note Unaudited Unaudited Audited
6 months 6 months 12 months
30/9/15 30/9/14 31/3/15
GBP'000 GBP'000 GBP'000
Continuing operations
Revenue 19,669 17,011 36,136
Cost of sales (14,761) (12,664) (26,766)
----------- ----------- -----------
Gross profit 4,908 4,347 9,370
Administrative expenses (2,613) (2,884) (6,006)
Operating profit before exceptional 1,502 1,463 3,364
administrative income
Exceptional administrative income - 793 - -
gain on disposal of assets classified
as held for sale
----------- ----------- -----------
Operating profit 2,295 1,463 3,364
Finance costs (58) (118) (34)
----------- ----------- -----------
Profit before tax 2,237 1,345 3,330
Income tax expense 2 (286) (290) (654)
----------- ----------- -----------
Profit for the period attributable to 1,951 1,055 2,676
equity shareholders of the parent
company
====== ====== ======
Earnings per share
Before exceptional gain 3.9p 3.5p 9.0p
Exceptional gain 2.6p 0.0p 0.0p
----------- ----------- -----------
3 6.5p 3.5p 9.0p
====== ====== ======
Dividends per share
Dividends paid 1.30p 1.00p 1.60p
Dividends proposed 0.75p 0.60p 1.30p
====== ====== ======
Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2015
Profit for the period 1,951 1,055 2,676
Other comprehensive income:
Actuarial loss and related deferred tax - (35) (343)
----------- ----------- -----------
Total comprehensive income attributable to equity 1,951 1,020 2,333
shareholders of the parent company
====== ====== ======
Consolidated Statement of Financial Position
at 30 September 2015
Unaudited Unaudited Audited
30/9/15 30/9/14 31/3/15
GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant & equipment 4,126 5,840 4,170
Intangible assets 2,655 2,688 2,671
Deferred tax asset 428 440 428
----------- ----------- -----------
Total non-current assets 7,209 8,968 7,269
----------- ----------- -----------
Current assets
Assets classified as held for sale - 496 2,185
Assets of disposal group held for sale 2,242 - 1,975
Inventories 2,892 2,940 3,063
Trade and other receivables 8,505 7,928 8,381
Cash and cash equivalents 1,815 447 564
----------- ----------- -----------
Total current assets 15,454 11,811 16,168
----------- ----------- -----------
Total assets 22,663 20,779 23,437
====== ====== ======
LIABILITIES
Non-current liabilities
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Retirement benefit obligations (2,034) (2,098) (2,139)
Borrowings (100) (394) (246)
Other creditors (202) (1,029) (22)
Deferred tax (182) (73) (182)
----------- ----------- -----------
Total non-current liabilities (2,518) (3,594) (2,589)
----------- ----------- -----------
Current liabilities
Borrowings (289) (277) (1,863)
Liabilities of disposal group held for sale (1,025) - (946)
Current income tax liabilities (856) (668) (561)
Trade and other payables (4,962) (5,924) (6,028)
----------- ----------- -----------
Total current liabilities (7,132) (6,869) (9,398)
----------- ----------- -----------
Total liabilities (9,650) (10,463) (11,987)
====== ====== ======
NET ASSETS 13,013 10,316 11,450
====== ====== ======
EQUITY
Share capital 3,082 3,082 3,082
Share premium 552 552 552
Revaluation reserve 23 140 140
Retained earnings 9,356 6,542 7,676
----------- ----------- -----------
Total equity attributable to equity shareholders 13,013 10,316 11,450
of the parent company
====== ====== ======
Consolidated Statement of Changes in Equity
for the six months ended 30 September 2015
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 2015 3,082 552 140 7,676 11,450
Total comprehensive - - - 1,951 1,951
income
Dividend paid - - - (388) (388)
Realisation of - - (117) 117 -
revaluation surplus on
disposal of properties
----------- ----------- ------------- ----------- -----------
Balance at 30 September 3,082 552 23 9,356 13,013
2015
====== ====== ======= ====== ======
Balance at 1 April 2014 3,082 552 140 5,822 9,596
Total comprehensive - - - 1,020 1,020
income
Dividend paid - - - (300) (300)
----------- ----------- ------------- ----------- -----------
Balance at 30 September 3,082 552 140 6,542 10,316
2014
====== ====== ======= ====== ======
Balance at 1 April 2014 3,082 552 140 5,822 9,596
Total comprehensive - - - 2,333 2,333
income
Dividends paid - - - (479) (479)
----------- ----------- ------------- ----------- -----------
Balance at 31 March 2015 3,082 552 140 7,676 11,450
====== ====== ======= ====== ======
Consolidated Cash Flow Statement
for the six months ended 30 September 2015
Unaudited Unaudited Audited
6 months 6 months 12 months
30/9/15 30/9/14 31/3/15
GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Profit for the period attributable to equity shareholders 1,951 1,055 2,676
Depreciation charge 352 288 599
Finance costs 58 118 34
Income tax expense 286 290 654
(Profit)/loss on disposal of property, plant & equipment 20 (46) (131)
Gain on disposal of assets classified as held for sale (793) - -
Amortisation of intangible asset 16 17 33
_______ _______ _______
Operating cash flow before changes in working 1,890 1,722 3,865
capital
(Increase)/decrease in inventories 227 (295) (1,208)
(Increase)/decrease in receivables (283) (1,413) (2,928)
Increase/(decrease) in payables (1,411) 74 637
_______ _______ _______
Cash generated from operations 423 88 366
Interest (paid)/refunded (8) (110) 104
Income taxes (paid)/refunded 42 - (286)
_______ _______ _______
Net cash generated from/(used in) operations 457 (22) 184
_______ _______ _______
Cash flows from investing activities
Proceeds from disposal of property, plant & equipment 44 648 739
Proceeds from sale of assets held for sale 2,978 - -
Acquisition of property, plant & equipment (348) (317) (746)
_______ _______ _______
Net cash generated from/(used in) investing activities 2,674 331 (7)
_______ _______ _______
Cash flows from financing activities
Equity dividends paid (388) (300) (479)
Funding received under new finance leases 238 - -
Amounts repaid in respect of finance leases (10) (9) (20)
Deferred consideration paid - - (1,000)
Loan repayments (141) (138) (278)
_______ _______ _______
Net cash used in financing activities (301) (447) (1,777)
_______ _______ _______
Net increase/(decrease) in cash and cash equivalents 2,830 (138) (1,600)
Cash and cash equivalents at beginning of period (1,015) 585 585
_______ _______ _______
Cash and cash equivalents at end of period 1,815 447 (1,015)
====== ====== ======
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
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