TIDMAPC
RNS Number : 4323O
APC Technology Group PLC
28 May 2015
28 May 2015
APC Technology Group PLC
("APC", "Group" or the "Company")
Unaudited Interim Results for the six months ended 28 February
2015
APC Technology Group PLC (AIM: APC), the provider of
technologies and services intended to help improve organisational
sustainability and specialist distributor of electronic components,
is pleased to announce its unaudited interim results for the six
months ended 28 February 2015.
Financial Highlights
-- Group revenues up 19% to GBP14.5m (H1 2014: GBP12.1m)
-- Revenues in Minimise Group, the Group's
sustainability-related business, up 41% to GBP8.3m (H1 2014:
GBP5.9m)
-- Revenues in Advanced Power Components, the Group's electronic
component distribution business, flat at GBP6.2m (H1 2014:
GBP6.2m)
-- Group gross profit up 16% to GBP5.2m (H1 2014: GBP4.5m)
-- GBP3.5m raised during the period to fund expansion
Operational Highlights
-- Strengthening of management team: Appointment of Richard
Hodgson as Group CFO and Andrew Shortis as MD of Minimise Group
-- Expansion of end-to-end sustainability offering through the
creation of Minimise Water and Minimise Generation
-- Deepening and diversification of customer base
-- Delivery of cross-selling momentum and operational
efficiencies following the acquisition of Green Compliance plc
Commenting on the results, Mark Robinson, Chief Executive,
said:
"The first half has been a period of further progress and
expansion for the Group. There has been a great deal of investment
to support the Board's longer-term growth strategy and we're
already starting to see strong sales to support this approach,
which should provide investors with reassurance that the Group is
moving in the right direction.
With the acquisition of Green Compliance, the establishment of
Minimise Generation, the deepening and diversification of our
customer base and the impressive sales we're already starting to
achieve, the future of our end-to-end sustainability-related
offering looks bright. I'm confident that the foundations are now
being laid in the right way to support dramatically improved
profitability in the near future.
APC is on the cusp of an exciting phase of growth worthy of
continued investment and I would like to take this opportunity to
thank our shareholders for their funding and support. Without them,
the Group would not be in the favourable position it is today. I
look forward to the future with confidence and to reporting further
progress in the coming months."
Enquiries:
APC Technology Group PLC 01634 290 588
Mark Robinson, Chief Executive http://www.apc-plc.co.uk
Officer
Richard Hodgson, Chief Financial
Officer
Strand Hanson Limited (Nominated
Adviser)
James Harris / Angela Hallett 020 7409 3494
/ Ritchie Balmer
Cantor Fitzgerald Europe (Broker) 020 7894 7000
Rick Thompson / Andrew Craig / Will Goode
Redleaf Communications (Financial
PR) 020 7382 4730
Rebecca Sanders-Hewett / David Ison / Susie Hudson
Notes to Editors:
A video with Mark Robinson discussing APC's interim results is
available here:
http://brrmedia.co.uk/event/138776?popup=true
Since 2009 APC has been in a process of diversification. The
distribution of specialist electronic components, which has
represented the majority of revenues since incorporation in 1982,
remains a key part of the business but the rapid growth of Minimise
Energy, coupled with the creation of Minimise Finance and Minimise
Solutions, the recent acquisition of Green Compliance plc and the
even more recent incorporation of Minimise Generation has created a
sustainability focussed business that is set to grow rapidly in the
UK, North and Latin America with the potential to generate
significant, profitable growth for the foreseeable future.
APC's sustainability related activities are designed to offer
its clients a simple, 'one stop shop' approach to meeting their
sustainability obligations. With sustainability related consulting,
energy management, water management and project financing under one
roof the relationships required to overcome the obstacles which
have historically held up sustainability enhancing projects are
being created.
APC's electronic component distribution business, trading as
Advanced Power Components, sells specialist components into
defence, aerospace, space, transportation medical and industrial
sectors. The Company's value-add business model, centred upon the
technical experience and capabilities of the Company's sales
engineers, are of value to both clients and suppliers, for whom APC
typically acts on an exclusive basis.
Chairman's Statement
Since 2009, APC has been in a process of diversification. While
it maintains a key and stable division involved in the distribution
of specialist electronic components, which has represented the
majority of revenues since incorporation in 1982, the rapid growth
of Minimise Group ("Minimise"), the holding company for APC's
sustainability operations, has led to a shift in commercial
emphasis. Through its Minimise brand of integrated business units,
each of which offers a different sustainability-related product or
service, the Group's objective is to become a "one stop shop" for
corporates and SMEs looking to address all of their sustainability
needs and requirements.
Achieving this objective is an ongoing process, and to that end
the six-month period ending 28 February 2015 has been one of
further progress and expansion for the Group defined by on-going
investment, early success in the deepening and diversification of
its customer base and the continued development of its end-to-end
sustainability offering.
Summary of financial performance
Revenues for the period were GBP14.5m (2014 H1: GBP12.1m)
representing growth of 19% over the corresponding period in the
preceding year.
In the Group's sustainability business, Minimise Group, the
underlying revenue performance in the period under review reflects
a more significant growth rate of close to 41% taking into account
the significant reduction in revenues from WM Morrisons, which
encouragingly has now recommenced ordering, and the incremental
revenues achieved through the acquisition of Green Compliance plc
in September 2014. As mentioned in the March 2015 trading
statement, significant progress has been made in reducing
over-reliance on any one customer in the period, with sales to
customers other than WM Morrisons by Minimise Energy increasing
300% from GBP0.9m to GBP3.6m.
The Board is pleased to confirm that this level of growth for
Minimise has continued into the second half of the year to date
with new customers being added and more services and products being
sold to existing clients.
During the period, the Group achieved an operating profit before
interest, tax, amortisation, share based payments and exceptional
costs of GBP249,000 (2014 H1: GBP815,000). Exceptional costs
incurred in the period include acquisition costs in respect of
Green Compliance plc of GBP650,000, restructuring costs of
GBP150,000 and discontinued costs relating to the acquisition of
Green Compliance plc totalling GBP345,000. Taking into account
interest, tax, amortisation, share based payments and exceptional
costs, the retained loss for the period was GBP1,077,000.
Minimise Group
Minimise is at the crux of APC's growth strategy. It creates and
implements sustainability strategies that help organisations
improve financial and commercial performance and help meet
corporate, environmental and legislative targets. Made up of
several business units, it provides a complete range of integrated
and complementary sustainability technologies, products and
services which dedicated client managers are trained to cross-sell;
including energy efficiency, energy generation, water management,
sustainability consulting and project financing.
This integrated approach results in customers benefitting from
greater efficiencies across their business or an individual site
and therefore offers them a dramatically improved return on their
investment.
Business units
-- Minimise Energyoffers innovative energy efficiency
technologies to help organisations achieve on-going energy
reduction goals. These include LED lighting (design, supply and
installation), energy monitoring and reporting, contactless power
systems and optimisation for electric motors, gas and electric
boilers and air-conditioning systems. This business is capitalising
on the increasing demand for energy efficiency technologies and the
growth in revenues from new customers experienced in the first half
year is continuing into the second half.
-- Minimise Generation, which optimises businesses' energy
generation using renewables to help customers drive operational
savings, increase energy self-sufficiency while simultaneously
reducing carbon emissions and helping to meet carbon reduction
targets, is now building its own revenue stream. Although limited
initially, this is backed up by a strong project pipeline which is
currently being helped by UK Government initiatives intended to
stimulate renewable generation at point of consumption.
-- Minimise Solutions, a strategic consultancy and advisory
service helping organisations to develop sustainability models,
meet reduction targets and comply with legislation, is gaining
traction having acquired a number of new customers in addition to
Royal Mail Group. The recent introduction of the Energy Savings
Opportunity Scheme ("ESOS") is presenting an opportunity to engage
with a wider customer base which is potentially interested in both
sustainability related consulting services plus products and
technologies with the potential to drive down consumption and
cost.
-- Minimise Finance, which delivers tailor-made financing
options to fund energy efficiency and renewable energy schemes from
identified savings, secured its initial energy efficiency projects
during the period and has significant proposals moving forward with
a number of potential customers.
-- Minimise Water(Green Compliance), offers a complete range of
water management and air hygiene technologies and services to help
reduce the cost of compliance and save money on operating costs.
Since the integration of Green Compliance, this business unit has
maintained its core water hygiene and treatment contract base and
has begun to develop new revenue streams through an extension of
its products and services related to the management of water
consumption.
-- Investment in Minimise Energy Americas, the Group's
sustainability offering in the Americas, was expanded during the
latter months of 2014. It is clear that Minimise's approach of
combining LEDs alongside a number of other products and services
designed to target specific applications is proving successful in
certain significant market areas. The Board remains excited about
the opportunity, in what is clearly a significant potential market,
and intends to further develop its presence in the Americas in a
carefully controlled manner.
Following the acquisition of Green Compliance plc and the
creation of Minimise Generation Limited in January 2015, Minimise
now delivers an expanded range of innovative technologies, products
and services through its brands.
As the breadth and depth of the Minimise offering is now better
understood by the market and existing customers, the scale of sales
opportunities being developed across the Group is escalating and
the Board is confident that its strategy of developing an
end-to-end sustainability offering will prove increasingly
successful in what is a rapidly expanding market. Early evidence of
the commercial viability of this model can be seen in its
relationship with the Royal Mail Group where revenues have grown
strongly from an increasing number of projects related to
sustainability consulting services, energy efficiency and water
management technologies in the initial phase at the largest 70 of
the Royal Mail Group's 1,200 sites.
Revenues in Minimise (excluding Water) were approximately
GBP4.0m during the period (2014 H1: GBP5.9m), the vast majority of
which came from sales made by Minimise Energy. Importantly, as a
result of investments being made in the other parts of the Minimise
Group, additional revenues streams are now beginning to gather
momentum.
Half year revenues in Green Compliance, which now trades as a
part of Minimise Water, were in line with expectations at
GBP4.1m.
Investment
Investment in Minimise was significant in the period under
review and has continued into the second half of the year. Whilst
the level of on-going investment in the various business units and
Minimise Energy Americas is reducing short term profitability, the
Board is satisfied that the Group's available funding and strategy
of investing in technologies, products, services, and the teams
required to deliver them for significant long term growth puts it
in a strong position. It expects that each of these business units
will become profitable in their own right in the coming months,
thus improving future Group profitability significantly. The Board
will continue to consider acquisition and investment opportunities
to expand existing operations or to add a new technologies,
solutions or product sets for which demand from its customers is
evident.
Advanced Power Components
Revenues in APC's electronic component distribution business,
which trades as Advanced Power Components, were GBP6.2m (2014 H1:
GBP6.2) which was in line with expectations. The order book for the
second half of the current financial year is strong, which is
consistent with historic trading patterns in which trading in the
second half of the year is typically slightly stronger than the
first half. The distribution business continues to be profitable
and provide cash flow stability to the Group.
Group
Working Capital and Funding for Growth
Between December 2014 and February 2015, GBP3.4m of cash was
raised to fund expansion via the placing of, in aggregate,
17,193,182 new ordinary shares in the Company. These funds were
raised to support the investment required to take advantage of the
growth opportunities that have been identified. In the current
financial year the Group has invested approximately GBP1m to
develop Minimise Energy, Minimise Solutions, Minimise Generation
and in its American operations to address what is clearly a growing
opportunity. The Group has also invested approximately GBP1.5m in
working capital to support the recent expansion in revenues, and
will continue to make strategic, but controlled, investments to
maintain the current rate of growth.
Net debt at the end of the period was GBP1.25m including cash on
hand of GBP2.4m, GBP2.9m drawn on the invoice finance facility
(against a gross debtor book of GBP4.5m) and GBP750,000 of
unsecured loan notes from shareholders, which are due to be
redeemed in July 2015.
Outlook
In advance of the United Nations Climate Change Conference in
Paris in December 2015, UK government legislation, including the
ESOS and changes to the UK's Photovoltaic feed-in tariff, are being
used to encourage the UK corporates and SME's to take action to
reduce energy consumption and, where possible, to generate energy
renewably on-site. The Board considers that this legislation
further enhances what is already a significant domestic opportunity
for future growth.
APC has evolved dramatically in recent months and now has a
number of opportunities available to it with the resources and
infrastructure that are in place. However, considering the proven
effectiveness of the "one stop shop" business model and the
increasing demand for technologies, products and services designed
to help organisations manage the sustainability of their estate,
the Board firmly believes there is a far more significant growth
story worthy of continued investment in the second half and beyond.
The Board is very appreciative of the Group's shareholders, whose
continued support has enabled the Group to fund this exciting phase
in its development, and looks forward to the future with
confidence.
Leonard Seelig
Chairman
28 May 2015
CONDENSED CONSOLIDATED STATEMENT OF INCOME
for the 6 months ended 28 February 2015
6 months 6 months Year
ended ended ended
28 February 28 February 31 August
2015 2014 2014
(unaudited) (unaudited) (audited)
Note GBP000 GBP000 GBP000
Revenue 4 14,498 12,098 20,634
Cost of sales (9,302) (7,604) (13,076)
------------ ------------ ----------
Gross profit 5,196 4,494 7,558
Administration expenses (4,964) (3,712) (6,957)
Share of results
of associates 17 33 (28)
Operating profit
before exceptional
items 249 815 573
Exceptional items (847) - (43)
Share based payments (21) (24) (103)
Operating profit/(loss) (619) 791 427
Finance costs (net) 4 (113) (30) (45)
------------ ------------ ----------
Profit/(loss) before
taxation 4 (732) 761 382
Taxation expense - (206) (80)
------------ ----------
Profit/(loss) for
the period from continuing
operations 4 (732) 555 302
============ ============ ==========
Loss for the period
from discontinued
operations (345) - -
------------ ------------ ----------
Profit/(loss) for
the period (1,077) 555 302
============ ============ ==========
Attributable to:
Equity holders of
the parent (1,139) 689 554
Non-controlling interests 62 (134) (252)
(1,077) 555 302
============ ============ ==========
Basic earnings per
share 5 (1.9p) 1.2p 1.0p
Diluted earnings
per share 5 (1.9p) 1.2p 0.9p
Earnings per share
on operating profit
before exceptional
costs and share based
payments 5 0.4p 1.4p 1.0p
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the 6 months ended 28 February 2015
6 months 6 months Year
ended ended ended
28 February 28 February 31 August
2015 2014 2014
(unaudited) (unaudited) (audited)
GBP000 GBP000 GBP000
Profit for the period (1,077) 555 302
------------ ------------ ----------
Other comprehensive
income
Items that may be subsequently
reclassified to profit
or loss -
Currency translation
movement arising on
consolidation 10 (15) -
Other comprehensive
income net of tax 10 (15) -
------------ ------------ ----------
Total comprehensive
income for the period (1,067) 540 302
============ ============ ==========
Attributable to:
Equity holders of
the parent (1,129) 680 554
Non-controlling interests 62 (140) (252)
(1,067) 540 302
============ ============ ==========
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 28 February 2015
28 February 28 February 31 August
2015 2014 2014
(unaudited) (unaudited) (audited)
GBP000 GBP000 GBP000
Non-current assets
Intangible assets 15,677 7,173 7,260
Property, plant and
equipment 295 298 343
Other investments 1,456 1,275 1,415
Financial asset 156 - 156
Deferred tax asset 33 - 33
17,617 8,746 9,207
Current assets
Inventories 2,730 1,474 2,237
Trade and other receivables 5,916 4,431 4,011
Cash and cash equivalents 2,409 1,447 552
11,055 7,352 6,800
Total assets 4 28,672 16,098 16,007
Current liabilities
Trade and other payables (6,545) (4,353) (3,651)
Borrowings (2,927) - (754)
Current tax liability (99) (239) (99)
(9,571) (4,592) (4,504)
Net current assets 1,484 2,760 2,296
Non-current liabilities
Financial liabilities (831) (94) (102)
Deferred tax liability (16) (28) (16)
Net assets 18,254 11,384 11,385
============ ============ ==========
Equity attributable
to equity holders
of the company
Called up share capital 1,812 1,163 1,199
Share premium account 15,546 8,103 8,244
Share option valuation
reserve 419 319 398
Translation reserve - (9) (10)
Retained earnings 472 1,746 1,611
Equity attributable
to equity holders
of the parent 18,249 11,322 11,442
Non-controlling interests 5 62 (57)
Total equity 18,254 11,384 11,385
============ ============ ==========
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the 6 months ended 28 February 2015
for the 6 months
ended
28 February 2015
Share Share
Share premium option Translation Retained Sub Non-controlling
capital account reserve reserves earnings total interests Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
at 1 September 2014 1,199 8,244 398 (10) 1,611 11,442 (57) 11,385
Profit / (Loss)
for
the period - - - - (1,139) (1,139) 62 (1,077)
Other total
comprehensive
income for the
period - - - 10 - 10 - 10
Total comprehensive
income for the
period - - - 10 (1,139) (1,129) 62 (1,067)
-------- -------- -------- -------------- ----------- ---------- ------------------ ----------
Transactions with
owners
Issue of new
shares 345 3,234 - - - 3,579 - 3,579
Issue of ordinary
shares in
relations
to a business
combination 268 4,491 - - - 4,759 - 4,759
Reclassification
of
non- controlling
interest - (340) - - - (340) - (340)
Costs associated
with
share issue - (83) - - - (83) - (83)
Share option
charge - - 21 - - 21 - 21
613 7,302 21 - - 7,936 - 7,936
-------- -------- -------- -------------- ----------- ---------- ------------------ ----------
at 28 February 2015
(unaudited) 1,812 15,546 419 - 472 18,249 5 18,254
======== ======== ======== ============== =========== ========== ================== ==========
for the 6 months
ended
29 February 2014
at 1 September 2013 1,147 8,010 295 - 1,180 10,632 (41) 10,591
Profit / (Loss)
for
the period - - - - 689 689 (134) 555
Other total
comprehensive
income for the
period - - - (9) - (9) (6) (15)
-------- -------- -------- -------------- ----------- ---------- ------------------ ----------
Total comprehensive
income for the
period - - - (9) 689 680 (140) 540
-------- -------- -------- -------------- ----------- ---------- ------------------ ----------
Transactions with
owners
Issue of new
shares 16 93 - - - 109 - 109
Group's and
non-controlling
interest in new
subsidiary - - - - 304 304 202 506
Share option
charge - - 24 - - 24 - 24
Non-controlling
interest
acquired - - - - (41) (41) 41 -
IAS 27 transfer
to
reserves on
business
acquisitions - - - - (386) (386) - (386)
-------- -------- -------- -------------- ----------- ---------- ------------------ ----------
16 93 24 - (123) 10 243 253
-------- -------- -------- -------------- ----------- ---------- ------------------ ----------
at 28 February 2014
(unaudited) 1,163 8,103 319 (9) 1,746 11,322 62 11,384
======== ======== ======== ============== =========== ========== ================== ==========
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Continued
for the year ended
31 August 2014
Share Share
Share premium option Translation Retained Sub Non-controlling
capital account reserve reserves earnings total interests Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
at 1 September
2013 1,147 8,010 295 - 1,180 10,632 (41) 10,591
Profit / (Loss)
for
the period - - - - 554 554 (252) 302
Other
comprehensive
income - - - (10) - (10) (7) (17)
Total
comprehensive
income for the
period - - - (10) 554 544 (259) 285
-------- -------- -------- ------------ --------- ------- ---------------- -------
Transactions with
owners
Issue of new
shares 52 234 - - - 286 - 286
Group and
non-controlling
interest in new
subsidiary - - - - 304 304 202 506
Non-controlling
interest
acquired - - - - (41) (41) 41 -
IAS 27 transfer
to
reserves on
business
acquisitions - - - - (386) (386) - (386)
Share option
charge - - 103 - - 103 - 103
52 234 103 - (123) 266 243 509
-------- -------- -------- ------------ --------- ------- ---------------- -------
at 31 August 2014
(audited) 1,199 8,244 398 (10) 1,611 11,442 (57) 11,385
======== ======== ======== ============ ========= ======= ================ =======
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
for the 6 months ended 28 February 2015
6 months 6 months Year
to 28 to 28 to 31
February February August
2015 2014 2014
(unaudited) (unaudited) (audited)
GBP000 GBP000 GBP000
Reconciliation of cash
flows from operating
activities
Profit /(Loss) before
taxation for the period (1,077) 761 382
Share of results of
associates (17) (33) 28
Loss on disposal of
property, plant and
equipment 53 - 5
Finance costs (net) 113 30 45
Increase/ (Decrease)
in Financial Assets - - (156)
Taxation payments - - (52)
Depreciation of property,
plant & equipment 59 42 99
Decrease / (increase)
in inventories (493) 118 (645)
Decrease / (increase)
in trade and other receivables (376) 68 (24)
Decrease in trade and
other payables (608) (90) (813)
Acquisition of non-controlling
interest - - 371
Share-based payments 21 24 103
Net cash from operating
activities (2,325) 920 (657)
------------ ------------ ----------
Cash flows from investing
activities
Acquisition of property,
plant and equipment (64) (148) (202)
Acquisition of subsidiary
undertakings, net of
cash acquired - (486) (385)
Other Investment (24) - (200)
Eligible development
costs capitalised (155) - (87)
Net cash used in investing
activities (243) (634) (874)
------------ ------------ ----------
Cash flows used in financing
activities
Finance costs (net) (113) (30) (45)
Finance leases (16) 34 42
Proceeds of Share Issue
(net) 3,379 109 286
Bank short-term invoice
discounting facility 1,256 (113) 639
Repayment of bank loan
facility (90) (21) (21)
Net cash used in financing
activities 4,416 (21) 901
------------ ------------ ----------
Increase in net cash 1,848 265 (630)
------------ ------------ ----------
Cash and cash equivalents
as at 1 September 552 1,182 1,182
Increase in net cash 1,848 265 (630)
Exchange gains on cash
and cash equivalents 9 - -
Cash and cash equivalents
as at period end 2,409 1,447 552
============ ============ ==========
NOTES TO THE INTERIM REPORT
1. General information
APC Technology Group PLC is a public limited Company ("the
Company / the Group") incorporated in the United Kingdom under the
Companies Act 2006 (registration number 01635609). The Company is
domiciled in the United Kingdom and its registered address is 47
Riverside, Medway City Estate, Rochester, Kent, ME2 4DP. The
Company's Ordinary Shares are traded on The AIM Market of the
London Stock Exchange ("AIM"). The Group's principal activities are
the distribution of specialist electronic components and the sale
of smart energy & water saving products and services.
2. Basis of preparation
This unaudited consolidated interim financial information has
been prepared using the recognition and measurement principles of
International Accounting Standards, International Financial
Reporting Standards and Interpretations adopted for use in the
European Union (collectively EU IFRSs). The principal accounting
policies used in preparing the interim results are those it expects
to apply in its financial statements for the year ended 31 August
2015 and are unchanged from those disclosed in the Group's Annual
Report for the year ended 31 August 2014.
The financial information does not contain all of the
information that is required to be disclosed in a full set of IFRS
financial statements. The financial information for the six months
ended 28 February 2015 and 28 February 2014 is unreviewed and
unaudited and does not constitute the Group's statutory financial
statements for those periods. The comparative financial information
for the full year ended 31 August 2014 has, however, been derived
from the audited statutory financial statements for that period. A
copy of those statutory financial statements has been delivered to
the Registrar of Companies. The auditor's report on those accounts
was unqualified, did not include references to any matters to which
the auditor drew attention by way of emphasis without qualifying
its report and did not contain a statement under section 498(2)-(3)
of the Companies Act 2006.
The financial information in the Interim Report is presented in
Sterling and all values are rounded to the nearest thousand pounds
(GBP000) except where otherwise indicated.
3. Acquisitions
On 12 September 2014 the Group acquired through an all-share
offer 100% of the share capital of Green Compliance plc ("Green
Compliance"), a company incorporated in England and listed on AIM,
whose principal activity comprises the provision of water quality
monitoring services, in order to broaden its Cleantech activities
into the market for water management. The purchase consideration
consisted of the issue of 2 new ordinary shares in APC Technology
Group PLC for every 71 shares in Green Compliance.
Provisional details of net assets acquired and goodwill are set
out below:
GBP000
Total purchase consideration:
share offer as set out above 4,759
Fair value of net liabilities
acquired (see below) 4,051
------
Goodwill 8,810
The above goodwill is attributable to Green Compliance's strong
position in the niche market for water quality monitoring. The
Board is currently considering whether there are separately
identifiable intangible assets.
The Group is still in the process of finalising the list of
identifiable assets and liabilities and establishing the fair
values of those assets and liabilities acquired but it is
anticipated that the fair value of the consideration paid over the
book value of the net liabilities acquired will include customer
relationships and goodwill representing the value attributable to
new business and the assembled and trained workforce.
As at the date of acquisition, 12 September 2014, the net
liabilities of Green Compliance, based on unaudited management
accounts and reported under IFRS, were as follows:
Fair value
GBP000
Cash and cash equivalents 213
Trade and other receivables 1,529
Trade and other payables (4,041)
Borrowings (1,752)
Net liabilities acquired (4,051)
-------------------------
Included in the balance sheet of Green Compliance plc was
acquired goodwill of GBP6,182,000, making net acquired assets,
including goodwill, of GBP2,131,000.
4. Segmental information
IFRS 8 "operating segments", requires consideration of the chief
operating decision maker ('CODM') within the Group. In line with
the Group's internal reporting framework and management structure,
the key strategic and operating decisions are made by the CEO, who
reviews internal monthly management reports, budget and forecast
information as part of this. Accordingly the CEO is deemed to be
the CODM.
Operating segments have then been identified based on the
reporting information and management structures within the
Group.
The Group operates in two trading business segments.
-- The distribution of specialist electronic components
(Distribution).
-- The sale of smart energy & water saving products and
services (Minimise).
The Group also contains a central services segment that provides
support to the trading businesses.
In the table below reportable segment assets and liabilities
include inter segment balances. These have been included to reflect
the assets and liabilities of the segment as monies are freely
moved around the group to provide funding for working capital where
required.
6 months 6 months
to 28 to 28 Year to
February February 31 August
Segmental information 2015 2014 2014
(unaudited) (unaudited) (audited)
GBP000 GBP000 GBP000
Revenue
Distribution 6,199 6,220 12,456
Minimise 8,299 5,878 8,178
Total revenue 14,498 12,098 20,634
------------ ------------ -----------
Profit / (loss) before
tax
Distribution 265 86 508
Minimise 289 675 (83)
Head office (439) - -
------------ ------------ -----------
Profit before tax
for reported segments 115 761 425
------------ ------------ -----------
Non-segmental cost
/ income
Exceptional items (847) - (43)
Total profit before
tax from continuing
operations (732) 761 382
------------ ------------ -----------
Taxation expense - (206) (80)
Profit for the period
from continuing operations (732) 555 302
------------ ------------ -----------
Assets
Distribution 19,712 5,910 7,172
Minimise 6,306 4,770 4,445
Assets not attributable
to segments 2,654 5,418 4,390
Total Assets 28,672 16,098 16,007
------------ ------------ -----------
Liabilities
Distribution (4,091) (1,764) (2,450)
Minimise (6,327) (2,950) (2,108)
Liabilities not attributable
to segments - - (64)
Total Liabilities (10,418) (4,714) (4,622)
------------ ------------ -----------
Other
Net finance expense
Distribution 59 19 25
Minimise 54 11 20
113 30 45
------------ ------------ -----------
Capital expenditure
Distribution 22 13 51
Minimise 42 135 201
64 148 252
------------ ------------ -----------
Depreciation
Distribution 23 15 33
Minimise 36 27 66
59 42 99
------------ ------------ -----------
6 months 6 months
to 28 to 28 Year to
Revenue by geographic February February 31 August
location 2015 2014 2014
(unaudited) (unaudited) (audited)
GBP000 GBP000 GBP000
UK 13,698 11,302 18,856
North America 174 76 491
Far East, Europe
and other 626 720 1,287
Total revenue 14,498 12,098 20,634
------------ ------------ -----------
5. Earnings per share
The calculation of basic earnings per share is based on the
profit after taxation for the period and the weighted average
number of shares in issue during the period.
Diluted earnings per share is calculated by adjusting the
weighted average number of shares outstanding by the dilutive
effect of ordinary shares that the Company may potentially issue
relating to its share option scheme and warrants outstanding. Where
the effect of the above adjustments is anti-dilutive they are
excluded from the calculation of diluted earnings per share.
The profit for the period and the weighted average number of
shares used in the calculations are set out in the following table:
-
6 months 6 months
to 28 to 28 Year to
February February 31 August
2015 2014 2014
(unaudited) (unaudited) (audited)
GBP000 GBP000 GBP000
Earnings- profit attributable
to equity share holders (1,139) 689 554
Earnings- operating
profit before exceptional
costs and share based
payments 249 815 573
Number Number Number
of shares of shares of shares
thousands thousands thousands
Basic average number
of shares in issue 59,945 57,883 58,087
Effect of dilutive potential
shares 336 1,819 1,084
60,281 59,702 59,171
============ ============ ===========
Earnings per share
Basic earnings per share (1.9p) 1.2p 1.0p
Diluted earnings per
share (1.9p) 1.2p 0.9p
Earnings per share based
on operating profit
before exceptional costs
and share based payments 0.4p 1.4p 1.0p
There were 90,587,675 shares in issue at 28 February 2015.
6. Discontinued operations
The amounts presented in the statement of loss under
discontinued operations relate to the run-off costs of Green
Compliance plc during the integration of the Company into the
Group.
7. Copies of Interim report
The interim report is available to view and download from the
Company's website at www.apc-plc.co.uk. If shareholders would like
a hardcopy of the interim report, they should contact the Company
Secretary.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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