TIDMOFF

RNS Number : 1682Q

Office2office PLC

28 August 2014

office2office plc

Half Yearly Results

office2office plc (o2o, the Company or the Group), a leading provider of office supplies and business solutions, announces its half yearly results for the six month period ended 30 June 2014 (the period).

Operational highlights

-- Revenue in Business Critical Services fell marginally by 1.4% to GBP42.8m (2013: GBP43.4m) and segmental adjusted EBITA (being underlying profit before income tax and before charging Group administration and finance costs as detailed was stable at GBP3.7m (2013: GBP3.8m)

-- Managed Procurement revenue decreased 5.2% to GBP71.8m (2013: GBP75.7m), and adjusted EBITA declined to GBP3.6m (2013: GBP4.8m).

Financial performance

-- Group revenue was down 4% to GBP114.6m (2013: GBP119.2m)

-- Underlying profit before tax of GBP1.6m (2013: GBP2.0m)

-- Profit before tax was GBP0.1m (2013: GBP1.2m) reflecting a higher level of non-recurring charges GBP0.8m (2013: GBP0.3m)

-- Underlying earnings per share were 3.3p (2013: 3.9p), and basic earnings per share were 0.0p (2013: 2.3p)

-- Continued cash generation progress of GBP1.6m (2013: GBP6.5m)

-- Net debt managed down to GBP20.4m (2013: GBP23.3m)

-- No interim dividend recommended (2013: nil)

Jim Cohen, Chairman of o2o, said,

"On 21 August the Board recommended shareholders to accept an offer from EVO Business Supplies Limited of 51p per share. We did so in the full knowledge that only a week later we would be announcing results for the first half of 2014 that are on track for the year as a whole and in line with the market's and our own expectations, and with net debt reduced further since the year end."

Further enquiries:

office2office

   Simon Moate, CEO                                                       01603 691 102 

Hugh Cawley, Group Finance Director

MHP Communications

   Reg Hoare/ Katie Hunt                                                  020 3128 8793 / 8794 

CHAIRMAN'S STATEMENT

On 21 August your Board recommended shareholders to accept an offer from EVO Business Supplies Limited (EVO) of 51p per share. We did so in the full knowledge that only a week later we would be announcing results for the first half of 2014 that are on track for the year as a whole and in line with the market's and our own expectations, and with net debt reduced further since the year end.

In recommending the offer, the Board took into account a number of factors including the structural change and need for consolidation in the Group's principal, but declining, business supplies sector; current trading and prospects of the Group; the Group's financial position and the feasibility of other strategic options.

Our current on-track performance does not mask the fact that the trading environment for Managed Procurement is challenging. Customer buying habits have changed, with a focus on making smaller purchasing orders on a more frequent basis, buying lower cost products and reducing their direct costs generally. Your Board believes this is a permanent shift in buying behaviour, which has increased the Group's cost-to-serve and negatively impacted the Group's financial performance. We have therefore implemented a strategy to improve the performance of Managed Procurement by cutting costs, reducing debt and remodelling the business through changes to its logistics platform.

The Board believes there is also a need for industry consolidation, requiring a material commitment of resources, to reduce costs and duplication in the business supplies sector. Hence, in combination with its operational initiatives, the Board decided to explore a number of consolidation opportunities. We have concluded that combining office2office with another business in the office supplies industry is the best way of creating value for our shareholders, and that this can best be achieved by EVO acquiring office2office.

The Group has also in recent years focused on expanding its Business Critical Services activity, a process which the Board believes has been successful to date. However, the Group does not have sufficient funds to invest further in this activity in order to fulfil its growth potential while at the same time restructuring the Group's role in the declining business supplies sector.

The Group is currently in discussions to refinance its GBP12.5 million term loan, GBP3 million revolving credit facilities and GBP30 million asset-backed lending facility, which are all committed to June 2015. Whilst these discussions are constructive, the terms of such a refinancing and when it would be completed depend in part on the Group's finalising its strategic plans to address change in the business supplies sector.

At this stage, EVO's offer remains subject to Competition Markets Authority clearance as well as shareholder approval. Management and the Board remain committed to driving the business forward, pending approval of EVO's offer.

With our six month average share price pre-announcement of 25.88p the offer price of 51p represents a premium of 97.1%.

Results

In the six months to 30 June 2014, Group revenue was GBP114.6m (2013: GBP119.2m), underlying profit before tax was GBP1.6m (2013: GBP2.0m), non-recurring costs were GBP0.8m (2013: GBP0.3m) and profit before tax was GBP0.1m (2013: GBP1.2m). Underlying earnings per share were 3.3p (2013: 3.9p) and basic earnings per share were 0.0p (2013: 2.3p).

The Group has continued to reduce its net borrowings, which at 30 June 2014 stood at GBP20.4m (2013:GBP23.3m). In the first half of this year cash generation continued the progress made last year at GBP1.6m (2013 GBP6.5m).

Segmental review

Managed Procurement

Managed Procurement revenue decreased 5.2% to GBP71.8m (2013: GBP75.7m), and adjusted EBITA (being underlying profit before income tax and before charging Group administration and finance costs as detailed in note 6) declined to GBP3.6m (2013: GBP4.8m).

Business Critical Services

Revenue in Business Critical Services decreased 1.4% to GBP42.8m (2013: GBP43.4m) and segmental adjusted EBITA (as discussed above and in note 6) was stable at GBP3.7m (2013: GBP3.8m).

Dividend policy

The Board is not recommending an interim dividend (2013: nil).

Employees

I would like to take this opportunity to thank the many employees who have helped contribute to the Group's success. The Board recognises that a change of owner and industry consolidation will introduce fresh challenges. Consolidation is, however, inevitable, and a combined group will be better able to stand up to the market than we could alone.

As mentioned in our 2013 Annual Report & Accounts, the half yearly financial report will be published on the o2o website and hard copies will be provided only on request.

J L Cohen

Chairman

28 August 2014

UNAUDITED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2014

 
                                           Unaudited    Unaudited      Audited 
                                          six months   six months         year 
                                               ended        ended        ended 
                                              30 Jun    30 Jun 13    31 Dec 13 
                                                  14 
                                   Note       GBP000       GBP000       GBP000 
Revenue                               6      114,562      119,174      231,887 
Cost of sales                               (85,416)     (89,674)    (173,427) 
---------------------------------  ----  -----------  -----------  ----------- 
Gross profit                                  29,146       29,500       58,460 
 
Distribution costs                          (11,343)     (11,732)     (23,367) 
Administrative expenses                     (16,858)     (15,938)     (31,863) 
Other operating income                           252          564          925 
---------------------------------  ----  -----------  -----------  ----------- 
Operating profit                               1,197        2,394        4,155 
 
Finance costs                                (1,111)      (1,227)      (2,332) 
Profit before income tax              6           86        1,167        1,823 
 
Analysed as: 
  Underlying profit before 
   income tax (#)                              1,608        1,969        4,192 
  Share option credit /(expense)                  94          167         (48) 
  Non-recurring costs                 8        (757)        (333)        (834) 
  Amortisation of intangibles                  (859)        (636)      (1,487) 
  Profit before income tax                        86        1,167        1,823 
                                   ----  -----------  ----------- 
 
Income tax expense                    9         (79)        (327)        (503) 
Profit for the period                              7          840        1,320 
 
 
 
 
Earnings per Ordinary share attributable to owners 
 of the Company: 
Basic                     10            0.0p         2.3p  3.6p 
Diluted                   10            0.0p         2.3p  3.6p 
 

(#) Profit before income tax, non-recurring costs, amortisation of intangibles and share option credit/(expense).

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2014

 
                                             Unaudited    Unaudited      Audited 
                                            six months   six months         year 
                                                 ended        ended        ended 
                                                30 Jun    30 Jun 13    31 Dec 13 
                                                    14 
                                                GBP000       GBP000       GBP000 
Profit for the period                                7          840        1,320 
 
Other comprehensive income 
Items that will never be reclassified 
 to profit or loss: 
      Remeasurements of the defined 
            benefit liability                    (191)        (368)      (1,147) 
Tax on items that will never 
 be reclassified to profit or 
 loss                                               38           73          206 
Items that are or may be reclassified 
 subsequently to profit or loss: 
Currency translation differences                  (68)           85           25 
-----------------------------------------  -----------  -----------  ----------- 
Total comprehensive income 
 for the period                                  (214)          630          404 
-----------------------------------------  -----------  -----------  ----------- 
 
 
 

UNAUDITED CONSOLIDATED BALANCE SHEET

as at 30 June 2014

 
                                  Unaudited   Unaudited     Audited 
                                  30 Jun 14   30 Jun 13   31 Dec 13 
                                     GBP000      GBP000      GBP000 
-------------------------------  ----------  ----------  ---------- 
Assets 
Non-current assets 
Intangible assets                    56,712      57,429      57,561 
Property, plant and equipment         1,866       3,233       2,232 
Deferred income tax asset             1,130       1,012       1,135 
                                     59,708      61,674      60,928 
-------------------------------  ----------  ----------  ---------- 
 
Current assets 
Inventories                           8,373       8,594       8,637 
Trade and other receivables          33,152      36,550      34,985 
Current income tax asset                731           -         550 
Cash and cash equivalents             2,441       5,267       1,906 
                                     44,697      50,411      46,078 
-------------------------------  ----------  ----------  ---------- 
 
Total assets                        104,405     112,085     107,006 
-------------------------------  ----------  ----------  ---------- 
 
Equity 
Capital and reserves attributable to owners of 
 the Company 
Ordinary shares                         363         363         363 
Share premium account                 5,009       5,009       5,009 
Other reserves                          (2)         126          66 
Retained earnings                     8,895      11,807       9,092 
Total equity                         14,265      17,305      14,530 
-------------------------------  ----------  ----------  ---------- 
 
Liabilities 
Non-current liabilities 
Borrowings                               54       9,883      10,943 
Deferred income tax liability           735       1,018         830 
Provisions                              289         496         432 
Retirement benefit liability          1,722       1,004       1,646 
                                      2,800      12,401      13,851 
-------------------------------  ----------  ----------  ---------- 
 
Current liabilities 
Trade and other payables             64,279      62,213      65,741 
Borrowings                           22,779      18,636      12,733 
Provisions                              282          62         151 
Proposed dividends                        -       1,302           - 
Current income tax liabilities            -         166           - 
                                     87,340      82,379      78,625 
-------------------------------  ----------  ----------  ---------- 
 
Total liabilities                    90,140      94,780      92,476 
-------------------------------  ----------  ----------  ---------- 
 
Total equity and liabilities        104,405     112,085     107,006 
-------------------------------  ----------  ----------  ---------- 
 

The half yearly financial report was approved by the Board of Directors on 28 August 2014.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                            Share                          Unaudited 
                                               Ordinary   premium       Other    Retained      total 
                                                 shares   account    reserves    earnings     equity 
                                       Note      GBP000    GBP000      GBP000      GBP000     GBP000 
-------------------------------------  ----  ----------  --------  ----------  ----------  --------- 
Balance at 1 January 2013                           363     5,009          41      12,883     18,296 
Profit for the period                                 -         -           -         840        840 
Other comprehensive income                            -         -          85       (295)      (210) 
-------------------------------------  ----  ----------  --------  ----------  ----------  --------- 
Total comprehensive income 
 for the period ended 30 
 June 2013                                            -         -          85         545        630 
Net expenditure recognised 
 directly in equity 
Employee share options: 
 
  *    value of employee services                     -         -           -       (103)      (103) 
 
  *    deferred tax on share options                  -         -           -       (216)      (216) 
Dividends and other appropriations: 
 
  *    Ordinary shares                  12            -         -           -     (1,302)    (1,302) 
                                                      -         -          85     (1,076)      (991) 
Balance at 30 June 2013                             363     5,009         126      11,807     17,305 
-------------------------------------  ----  ----------  --------  ----------  ----------  --------- 
 

for the six months ended 30 June 2014

 
                                                             Share                          Unaudited 
                                                Ordinary   premium       Other    Retained      total 
                                                  shares   account    reserves    earnings     equity 
                                        Note      GBP000    GBP000      GBP000      GBP000     GBP000 
-------------------------------------  -----  ----------  --------  ----------  ----------  --------- 
Balance at 1 January 2014                            363     5,009          66       9,092     14,530 
--------------------------------------------  ----------  --------  ----------  ----------  --------- 
Profit for the period                                  -         -           -           7          7 
Other comprehensive income                             -         -        (68)       (153)      (221) 
--------------------------------------------  ----------  --------  ----------  ----------  --------- 
Total comprehensive income 
 for the period ended 30 
 June 2014                                             -         -        (68)       (146)      (214) 
Net expenditure recognised 
 directly in equity 
Employee share options: 
 
  *    value of employee services                      -         -           -        (79)       (79) 
 
  *    deferred tax on share options                   -         -           -          28         28 
                                                       -         -        (68)       (197)      (265) 
Balance at 30 June 2014                              363     5,009         (2)       8,895     14,265 
--------------------------------------------  ----------  --------  ----------  ----------  --------- 
 

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

for the six months ended 30 June 2014

 
                                                     Unaudited    Unaudited   Audited 
                                                    six months   six months      year 
                                                         ended        ended     ended 
                                                     30 Jun 14       30 Jun    31 Dec 
                                                                         13        13 
                                           Note         GBP000       GBP000    GBP000 
-----------------------------------------  ----  -------------  -----------  -------- 
 
Cash flows from operating activities 
Cash generated from operations              11           2,808        7,759    12,966 
Interest paid                                            (948)      (1,253)   (2,522) 
Income tax received/(paid)                               (284)            2     (324) 
Net cash generated from operating 
 activities                                              1,576        6,508    10,120 
-----------------------------------------------  -------------  -----------  -------- 
 
Cash flows from investing activities 
Purchase of property, plant and 
 equipment                                                (25)        (499)     (307) 
Capitalised software                                      (10)        (187)   (1,170) 
Net cash used in investing activities                     (35)        (686)   (1,477) 
-----------------------------------------  ----  -------------  -----------  -------- 
 
Cash flows from financing activities 
Finance lease principal payments                          (12)         (96)     (143) 
Repayment of borrowings                                      -      (3,000)   (5,000) 
Dividends paid to Company's shareholders    12               -            -   (1,302) 
Net cash used in financing activities                     (12)      (3,096)   (6,445) 
-----------------------------------------------  -------------  -----------  -------- 
 
Net increase in cash and cash equivalents                1,529        2,726     2,198 
 
Cash, cash equivalents and bank 
 overdrafts at 1 January                               (9,546)     (11,744)  (11,744) 
Cash, cash equivalents and bank overdrafts 
 at period end                                         (8,017)      (9,018)   (9,546) 
-----------------------------------------------------  -------  -----------  -------- 
 
 

Net debt at period end comprises:

 
                                    GBP000    GBP000    GBP000 
--------------------------------  --------  --------  -------- 
Cash, cash equivalents and bank 
 overdrafts                        (8,017)   (9,018)   (9,546) 
Finance leases                        (77)     (136)      (89) 
Bank loans                        (12,298)  (14,098)  (12,135) 
Net debt at period end            (20,392)  (23,252)  (21,770) 
--------------------------------  --------  --------  -------- 
 

NOTES TO THE INTERIM FINANCIAL INFORMATION

for the six months ended 30 June 2014

   1.     General information 

office2office plc (the Company) and its subsidiaries (the Group) provide managed procurement and business critical services. The Group operates in the United Kingdom and Republic of Ireland. The Company is a public limited company incorporated and domiciled in the United Kingdom and its shares are listed on the London Stock Exchange. The address of its registered office is St Crispins, Duke Street, Norwich, NR3 1PD.

The half yearly financial report does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2013 were approved by the Board of Directors on 2 April 2014 and delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

The half yearly financial report has been reviewed, not audited and was approved for issue by the Directors on 28 August 2014.

   2.     Basis of preparation 

This half yearly financial report for the six months ended 30 June 2014 has been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority and with IAS 34, 'Interim financial reporting' as adopted by the European Union. The half yearly financial report should be read in conjunction with the annual report and financial statements for the year ended 31 December 2013, which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

The Directors, in their detailed consideration of going concern, have reviewed the Group's future cash forecasts, covenant forecasts and revenue projections, which they believe are based on prudent market data and past experience, and believe based on these forecasts and projections, underpinned by the continuing support of RBS, that it is appropriate to prepare the financial statements of the Group on a going concern basis.

The announcement dated 21 August, which outlined an agreed offer for the entire issued share capital of the Group, does not, in the opinion of the Directors influence the Group's ability to continue as a going concern. The Board has been exploring strategic options for the Group and in this context it was not felt appropriate, at this time, to put in place long term funding that would prove costly and potentially ultimately unnecessary in light of that announcement. As a consequence the Group has not currently agreed refinancing arrangements with the Group's bankers for the period beyond June 2015, when, in the absence of such agreement, the current facilities would be due to expire.

Since the April 2008 refinancing, RBS, as sole providers to the Group, have demonstrated their continuing support of the business and, indeed, they have confirmed in writing that it is their intention to continue their constructive dialogue with the Board in the event that the sale in contemplation were not to complete.

Consequently, the Directors have a reasonable expectation that the Group will continue to comply with the covenants in their facilities and they have adequate resources to meet their liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

   3.     Accounting policies 

The accounting policies applied are consistent with those of the annual report and financial statements for the year ended 31 December 2013, as described in the Annual Report and Accounts.

   4.     Financial assets and liabilities 

Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

The Group classifies its financial assets and liabilities in the following categories: loans and receivables, and other financial liabilities. The classification depends on the purpose for which the financial assets or liabilities were acquired. Management determines the classification of its financial assets and liabilities at initial recognition. The classification of financial liabilities is determined in accordance with IFRS 7, 'Financial instruments: Disclosures', taking account of the repayment profile of the liability. For those with fixed or determinable payment profiles the amounts are recognised as either current liabilities or, where amounts are not due for more than 12 months after the reporting period, as non-current liabilities.

Trade receivables: Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement within revenue. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against revenue in the income statement.

Borrowings: Borrowings are recognised initially at fair value net of transaction costs. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Trade payables:Trade payables are not interest bearing and are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Equity instruments:Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's owners until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's owners.

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired.

The above financial assets and liabilities are grouped as follows:

-- Cash and cash equivalents and trade and other receivables (excluding prepayments) are classified as loans and receivables for the purpose of IFRS 7, 'Financial instruments: Disclosures'.

-- Borrowings, finance leases and trade and other payables (excluding statutory liabilities) are classified as other financial liabilities at amortised cost for the purpose of IFRS 7, 'Financial instruments: Disclosures'.

   5.     Principal risks and uncertainties 

The principal risks and uncertainties facing the Group arise from: the impact of the economic downturn on customers, leading to reduced demand, and on suppliers, leading to sourcing issues; the impact of operating in a highly competitive market leading to the loss of a large customer or a reduction in gross margins; an interruption of the Group's operations or IT services; exposure to product cost increases and a variety of financial risks. A full review of these is included in the 2013 Annual Report. These remain unchanged but continue to be regularly monitored to ensure that any mitigating actions are prompt and appropriate.

   6.     Segmental information 

IFRS 8, 'Operating Segments', requires a 'management approach', under which segment information is presented on the same basis as that used for internal reporting purposes. The operating segments are identified on the basis of internal reports regularly reviewed by the Board of Directors, the Board of Directors being the chief operating decision-maker, in order to allocate resources to the segments and to assess their respective performance.

The Board considers the business from a service perspective. The Group is organised into two main business segments:

   --      Managed Procurement; and 
   --      Business Critical Services. 

The business units of each reportable segment, Banner Business Services and Truline in respect of Managed Procurement and Banner Managed Communication and Banner Document Services in respect of Business Critical Services, do not qualify as reportable segments as decisions about the allocation of resources and the assessment of performance are not made at this level.

The Board assesses the performance of the operating segments based on a measure of adjusted earnings before interest, income tax and amortisation (adjusted EBITA). This measurement basis excludes the effects of non-recurring expenditure from the operating segments, such as restructuring costs. Other information provided to the Board, except as noted below, is measured in a manner consistent with that in the financial statements.

 
                                             Business 
                                   Managed   Critical 
                               Procurement   Services    Total 
                                    GBP000     GBP000   GBP000 
Six months ended 30 June 
 2014 
Revenue                             71,762     42,800  114,562 
Adjusted EBITA                       3,567      3,749    7,316 
---------------------------  -------------  ---------  ------- 
 
 
 
  Six months ended 30 June 
  2013 
Revenue                             75,738     43,436  119,174 
Adjusted EBITA                       4,813      3,840    8,653 
---------------------------  -------------  ---------  ------- 
 
 Total assets 
30 June 2014                        50,514     53,621  104,135 
30 June 2013                        55,148     56,615  111,763 
---------------------------  -------------  ---------  ------- 
 
 

A reconciliation of total adjusted EBITA to profit before income tax is provided as follows:

 
 
                                         Six months  Six months 
                                              ended       ended 
                                             30 Jun      30 Jun 
                                                 14          13 
                                             GBP000      GBP000 
Adjusted EBITA for reportable segments        7,316       8,653 
Group costs                                 (4,597)     (5,457) 
---------------------------------------  ----------  ---------- 
Underlying profit before 
 income tax and finance 
 costs                                        2,719       3,196 
Finance costs                               (1,111)     (1,227) 
---------------------------------------  ----------  ---------- 
Underlying profit before 
 income tax                                   1,608       1,969 
Share option expense                             94         167 
Non-recurring costs                           (757)       (333) 
Amortisation                                  (859)       (636) 
---------------------------------------  ----------  ---------- 
Profit before income tax                         86       1,167 
---------------------------------------  ----------  ---------- 
 

Reportable segments' assets are reconciled to total assets as follows:

 
                                            30 June  30 June 
                                               2014     2013 
                                             GBP000   GBP000 
Total segment assets                        104,135  111,763 
Unallocated: 
Cash and cash equivalents                         5 
Short leasehold land and buildings - head 
 office                                         265      322 
------------------------------------------  -------  ------- 
Total assets per balance sheet              104,405  112,085 
------------------------------------------  -------  ------- 
 
   7.     Seasonality 

The Group operates in markets where no significant seasonal or cyclical variations in sales are experienced during the financial year.

   8.     Non-recurring costs 

The amounts recognised as non-recurring costs are as follows:

 
 
                          Six months   Six months       Year 
                               ended        ended      ended 
                              30 Jun       30 Jun     31 Dec 
                                  14           13         13 
                              GBP000       GBP000     GBP000 
 Compensation payments           725          333        589 
 Business review costs            32            -        245 
-----------------------  -----------  -----------  --------- 
                                 757          333        834 
-----------------------  -----------  -----------  --------- 
 

Compensation payments relate to amounts paid to ex-employees of Group companies. Business review costs relate to costs incurred by the Group in relation to management's commitment to improve operational efficiency.

   9.     Income taxes 

Income tax expense is recognised based on management's best estimate of the average annual income tax rate expected for the full financial year, as adjusted to reflect estimated disallowable expenses. The estimated average annual tax rate used for the six month period to 30 June 2014 of 91.9% (30 June 2013: 28.0%) is based on the prevailing current tax rate of 21.5% (six months ended 30 June 2013: 23.5%) as adjusted for the estimated impact of expenses permanently disallowable for income tax and other permanent differences.

   10.   Earnings per share 

(a) Basic

Basic earnings per share is calculated by dividing profit attributable to owners of the Company by the weighted average number of Ordinary shares in issue during the period, excluding Ordinary shares held by the employee benefit trust which do not qualify for receipt of dividends.

 
                                        Six months   Six months      Year 
                                             ended        ended     ended 
                                            30 Jun       30 Jun    31 Dec 
                                                14           13        13 
 Profit attributable to equity 
  holders of the Company (GBP000)                7          840     1,320 
 Weighted average number of Ordinary 
  shares in issue (thousands)               36,171       36,171    36,171 
 Basic earnings per share (pence 
  per share)                                   0.0          2.3       3.6 
-------------------------------------  -----------  -----------  -------- 
 

(b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of Ordinary shares outstanding to assume conversion of all dilutive potential Ordinary shares. The Company has one category of dilutive potential Ordinary shares, being share options. For share options, a calculation is undertaken to determine the number of shares that could have been acquired at fair value (determined as the average market share price of the Company's shares during the period) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

 
                                           Six months   Six months      Year 
                                                ended        ended     ended 
                                               30 Jun       30 Jun    31 Dec 
                                                   14           13        13 
 Profit attributable to equity 
  holders of the Company (GBP000)                   7          840     1,320 
----------------------------------------  -----------  -----------  -------- 
 Weighted average number of Ordinary 
  shares in issue (thousands)                  36,171       36,171    36,171 
 Adjusted for share options (thousands)             -            -         - 
 Weighted average number of Ordinary 
  shares for diluted earnings 
  per share (thousands)                        36,171       36,171    36,171 
 Diluted earnings per share (pence 
  per share)                                      0.0          2.3       3.6 
----------------------------------------  -----------  -----------  -------- 
 

(c) Underlying earnings per share

Underlying earnings per share is calculated by dividing profit on ordinary activities after tax (before the after tax effect of non-recurring costs, share option expense and amortisation of intangibles) by the weighted average number of Ordinary shares in issue during the period excluding Ordinary shares held by the employee benefit trust.

 
                                        Six months   Six months      Year 
                                             ended        ended     ended 
                                            30 Jun       30 Jun    31 Dec 
                                                14           13        13 
 Profit attributable to owners 
  of the Company (GBP000)                        7          840     1,320 
-------------------------------------  -----------  -----------  -------- 
 Non-recurring costs (net of tax 
  GBP000)                                      594          255     1,141 
 Share option (credit)/expense 
  (GBP000)                                    (94)        (167)        48 
 Amortisation of intangibles (net 
  of tax GBP000)                               674          487       640 
 Underlying profit attributable 
  to owners of the Company (GBP000)          1,181        1,415     3,149 
-------------------------------------  -----------  -----------  -------- 
 Weighted average number of Ordinary 
  shares in issue (thousands)               36,171       36,171    36,171 
 Underlying earnings per share 
  (pence per share)                            3.3          3.9       8.7 
-------------------------------------  -----------  -----------  -------- 
 
   11.    Cash generated from operations 
 
                                          Six months  Six months     Year 
                                               ended       ended    ended 
                                              30 Jun      30 Jun   31 Dec 
                                                  14          13       13 
                                              GBP000      GBP000   GBP000 
Profit before income tax                          86       1,167    1,823 
 
Adjustments for: 
Amortisation of intangible assets                859         636    1,487 
Depreciation of property, plant 
 and equipment                                   391         491      926 
Loss on disposal of property, plant 
 and equipment                                     -           -      374 
Finance costs                                  1,111       1,227    2,332 
Share option (credit)/expense                   (79)       (103)      161 
Decrease in inventories                          264         451      408 
Decrease in trade and other receivables        1,833       1,289    2,854 
(Decrease)/increase in trade payables 
 and provisions                              (1,657)       2,601    2,601 
----------------------------------------  ----------  ----------  ------- 
Total net cash inflow from operations          2,808       7,759   12,966 
----------------------------------------  ----------  ----------  ------- 
 
   12.   Dividends 
 
 
                                         Six months  Six months     Year 
                                              ended       ended    ended 
                                             30 Jun      30 Jun   31 Dec 
                                                 14          13       13 
                                             GBP000      GBP000   GBP000 
Amounts recognised as a distribution 
 in the period in respect of: 
Ordinary shares - final dividend 
 2012 - 3.6p per share                            -     (1,302)  (1,302) 
                                                  -     (1,302)  (1,302) 
-------------------------------------  ------------  ----------  ------- 
 
   13.   Financial instruments 

The fair values of financial assets and financial liablilities, together with the carrying amounts in the consolidated balance sheet, are as follows:

 
                                    Carrying      Fair 
                                      amount     value 
30 June 2014                          GBP000    GBP000 
 
Non-current financial liabilities 
Borrowings                              (54)      (54) 
----------------------------------  --------  -------- 
 
Current financial liabilities 
Trade and other payables            (64,279)  (64,279) 
Borrowings                          (22,779)  (22,779) 
----------------------------------  --------  -------- 
                                    (87,058)  (87,058) 
----------------------------------  --------  -------- 
 
Current financial assets 
Trade and other receivables           33,152    33,152 
Cash and cash equivalents              2,441     2,441 
----------------------------------  --------  -------- 
                                      35,593    35,593 
----------------------------------  --------  -------- 
 

The Directors confirm that the interim financial information included in the half yearly financial report has been prepared in accordance with IAS 34 as adopted by the European Union and that the Chairman's Statement includes a true and fair view of the information required by Disclosure and Transparency Rules 4.2.7 and 4.2.8, namely:

-- An indication of the important events that have occurred during the first six months and their impact on the half yearly financial report, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-- Material related party transactions in the first six months of the year and any material changes in the related party transactions described in the last annual report.

The Directors of office2office plc are listed in the Annual Report and Accounts for the year ended 31 December 2013, since when there have been no changes. A list of current Directors is maintained on the office2office plc website: www.office2office.co.uk.

By order of the Board

Simon Moate Hugh Cawley

Chief Executive Group Finance Director

28 August 2014

Forward-looking statements

Certain statements in this half yearly report are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. As these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. The Group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR QDLFLZVFBBBZ

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