Microsoft Word - Ensor announcement Sep15 final


Ensor Holdings PLC


('Ensor', the 'Group' or the 'Company')

8 December 2015


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 £1.50m (2014: £1.46m), 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 £793,000 on the sale of our freehold properties in Stockport and Woodville, resulting in an operating profit of £2.30m (2014: £1.46m).


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 £2.0m 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 £5.5m to £6m 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 6 months 30/9/15


£'000

Unaudited 6 months 30/9/14


£'000

Audited

12

months 31/3/15

£'000

Continuing operations

Revenue

19,669

17,011

36,136

Cost of sales


Gross profit

(14,761)

-----------

4,908

(12,664)

-----------

4,347

(26,766)

-----------

9,370

Administrative expenses

(2,613)

(2,884)

(6,006)

Operating profit before exceptional administrative income


1,502


1,463


3,364

Exceptional administrative income - gain on

disposal of assets classified as held for sale


793


-


-


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


Profit for the period attributable to equity

(286)

-----------

(290)

-----------

(654)

-----------

shareholders of the parent company

1,951

======

1,055

======

2,676

======


Earnings per share

Before exceptional gain 3.9p 3.5p 9.0p

Exceptional gain 2.6p 0.0p 0.0p

----------- ----------- -----------



Dividends per share

3 6.5p 3.5p 9.0p

====== ====== ======

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

----------- ----------- -----------

shareholders of the parent company 1,951 1,020 2,333

====== ====== ======

Consolidated Statement of Financial Position

at 30 September 2015



ASSETS

Non-current assets

Property, plant & equipment

Unaudited

30/9/15

£'000


4,126

Unaudited

30/9/14

£'000


5,840

Audited

31/3/15

£'000


4,170

Intangible assets

2,655

2,688

2,671

Deferred tax asset

Total non-current assets Current assets

428

-----------

7,209

-----------

440

-----------

8,968

-----------

428

-----------

7,269

-----------

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


Total current assets

1,815

----------- 15,454

-----------

447

----------- 11,811

-----------

564

----------- 16,168

-----------

Total assets

22,663

======

20,779

======

23,437

======

LIABILITIES

Non-current liabilities

Retirement benefit obligations


(2,034)


(2,098)


(2,139)

Borrowings

(100)

(394)

(246)

Other creditors

(202)

(1,029)

(22)

Deferred tax


Total non-current liabilities

(182)

----------- (2,518)

-----------

(73)

----------- (3,594)

-----------

(182)

----------- (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


Total current liabilities

(4,962)

----------- (7,132)

-----------

(5,924)

----------- (6,869)

-----------

(6,028)

----------- (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


Total equity attributable to equity

9,356

-----------

6,542

-----------

7,676

-----------

shareholders of the parent company

13,013

======

10,316

======

11,450

======

distributed by