TIDMENTU

RNS Number : 9817L

entu (UK) plc

25 July 2017

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

ENTU (UK) PLC

("Entu" or the "Group")

Results for the Six Months Ended 30 April 2017

Entu (UK) plc, the home improvements group providing energy efficiency products and services to homeowners and businesses across the UK, announces its results for the six months ended 30 April 2017 which are in line with the Group's trading announcement on 14 June 2017.

Highlights

-- Operational and supply chain issues result in lower first half revenues of GBP36.5m (2016: GBP42.2m).

   --     LBITDA in line with expectations at GBP2.3m (2016: earnings of GBP1.3m). 
   --     Operational improvements made in the early part of H2 already yielding results. 
   --     Further restructuring exercise implemented with expected savings of GBP0.8m a year. 

-- Executive Team strengthened further to drive efficiency savings across the Group's activities and improve working capital.

 
 Half Year Ended 30 April               2017        2016 
  Unaudited                                     Restated 
                                        GBPm        GBPm 
------------------------------------  ------  ---------- 
 
 Continuing Operations 
 Revenue                                36.5        42.2 
 Gross profit                           10.0        13.8 
 (LBITDA)/EBITDA before exceptional 
  items                                (2.3)         1.3 
 Operating (loss)/profit before 
  exceptional items                    (2.4)         1.2 
 Operating (loss)/profit after 
  exceptional items                    (3.0)         1.1 
 
 Overall Results 
 (Loss)/profit for the period          (2.6)         0.5 
 Basic (loss)/profit per share 
  (pence)                              (4.0)         0.8 
 Cash used in operations               (7.3)       (2.3) 
 Net decrease in cash and cash 
  equivalents                          (7.3)       (2.3) 
 Net debt                              (6.6)       (0.9) 
 
 

Strategic Review and Going Concern

   --     Strategic review announced 6 July 2017 - assisted by KPMG. 
   --     Aim to secure new long-term financing to address cash and borrowing requirements. 
   --     Interest being expressed by a number of parties in a number of possible solutions. 
   --     Group's lenders remain supportive whilst this process continues. 
   --     Initial offers are expected shortly for consideration by the Board and the Group's lenders. 

Chief Executive, Ian Blackhurst, commented:

"Whilst implementing our five-point improvement plan, the complexity of issues in our operations and supply chain meant that we were unable to move ahead as quickly as we would have wished. However, our strengthened Executive Team is already delivering tangible results and we hope that the strategic review exercise that we announced on 6 July 2017 will stabilise the Group's financial position to allow the wider management team to deliver the improvement plan and return the business to profitable growth in the next financial year."

For further information, please contact:

 
Entu 
Ian Blackhurst, Chief Executive 
 Officer                                 020 7457 2020 
Neill Skinner, Chief Financial 
 Officer 
 
Zeus Capital Limited (Broker 
 and Nominated Adviser) 
John Goold                               020 3829 5000 
Dominic King 
Andrew Jones 
 
Instinctif Partners (Public Relations) 
Helen Tarbet                             020 7457 2020 
James Gray 
 

Notes to Editors

Entu (UK) plc (AIM: ENTU) is a leading home improvement group providing energy efficiency products and services to homeowners and businesses in the UK.

Headquartered in Cheshire, Entu has national presence through a network of strong regional brands such as Weatherseal, Penicuik and Zenith. The Group operates three business segments: home improvement products, energy generation and energy saving products and repairs and renewals services.

Entu operates in a growing marketplace with myriad opportunities. Entu's primary strategy is to focus on driving organic growth from its diversified, fully integrated product portfolio, and also, over time, through the development of new product and service offerings, in particular, energy efficiency products and services.

The Group was admitted to AIM in October 2014.

CHIEF EXECUTIVE'S STATEMENT

Business Review

Sales in the core Home Improvements business held up well throughout the first quarter. However, as operations were scaled up to meet peak seasonal demand in late March and April, it became clear that the operational and supply chain difficulties outlined in the full-year results statement on 29 March 2017 were more complex and further reaching than expected.

Driving up fit capacity to meet peak demand in the last weeks of the first half of the year whilst implementing actions to address these complex operational and supply chain issues would have created an unsustainable position and been counter-productive. The Group, therefore, made the difficult decision to hold fit capacity at a lower level during this peak period and bring sales into line, in order to protect levels of customer service until the operational and supply chain issues had been resolved.

Following the sale of Astley Façades in October 2015, the Energy Saving and Generation Division was a considerably smaller operation in the first half. However, the Division did see some growth in its emerging LED installation business with several major warehouse conversion projects undertaken for a number of leading manufacturing and distribution businesses, and the ECO-funded insulation business secured a 15-month extension to its contract with a major utility company.

The loss of fit capacity during these critical weeks had a significant impact on first half revenues. Group revenues from continuing operations for the six months ended 30 April 2017 were down 13.5% at GBP36.5m (2016: GBP42.2m) and, with the loss of revenue being concentrated in the peak period, gross margins fell to 27.4% (2016: 32.7%) resulting in a gross profit of GBP10.0m (2016: GBP13.8m).

Loss before interest, tax, depreciation and amortisation ("LBITDA") on continuing operations before exceptional items for the six months ended 30 April 2017 was in line with our latest expectations at GBP2.3m (2016: positive earnings of GBP1.3m), and the operating loss before exceptional items was GBP2.4m (2016: profit of GBP1.2m).

The overall loss for the half year, after exceptional items of GBP0.6m (2016: GBP0.1m) relating to restructuring costs, was GBP2.6m (2016: profit of GBP0.5m). Net debt at 30 April 2017 was GBP6.6m (2016: GBP0.9m).

Divisional Results (Continuing Operations)

 
 Six months             Home Improvements       Energy           Repairs           Group 
  ended                                        Generation      and Renewals 
  30 April                                     and Saving        Service 
  2017                                                          Agreements 
  Unaudited 
                           2017       2016    2017    2016     2017     2016    2017    2016 
                           GBPm       GBPm    GBPm    GBPm     GBPm     GBPm    GBPm    GBPm 
--------------------  ---------  ---------  ------  ------  -------  -------  ------  ------ 
 
 Revenue                   32.9       39.1     2.3     1.8      1.3      1.3    36.5    42.2 
 (LBITDA)/EBITDA(1)       (3.4)        0.3     0.2     0.1      0.9      0.9   (2.3)     1.3 
 Operating 
  (loss)/profit(1)        (3.5)          -     0.2     0.1      0.9      1.0   (2.4)     1.2 
 Operating 
  (loss)/profit(2)        (4.1)          -     0.2     0.1      0.9      1.0   (3.0)     1.1 
 
 (1) Before exceptional items. 
  (2) After exceptional items. 
 

Home Improvements

The significant loss of fit capacity during late March and April caused revenues in the core Home Improvements Division to fall 15.8% to GBP32.9m (2016: GBP39.1m). As noted above, the concentration around a few weeks at the end of the first half had a disproportionate impact on gross margin and, as a result, the Division reported an operating loss before exceptional items of GBP3.5m (2016: nil).

Intense competition in the non-core boilers and energy-switching businesses resulted in a loss of GBP0.2m in the first half and, following a review in May, the Group decided to close these businesses and focus on its core glazing products.

Energy Generation and Saving

Revenues grew 27.8% to GBP2.3m (2016: GBP1.8m) due to growth in the Group's emerging LED installations business, whilst the ECO-funded insulation business continued to trade in line with expectations. The Division generated an operating profit of GBP0.2m (2016: GBP0.1m).

Repairs and Renewals Service Agreements ("RRSA")

The RRSA Division continued to deliver a stable revenue and profit stream. Revenues were in line with the previous half year at GBP1.3m (2016: GBP1.3m) and represented 4.0% of Home Improvement revenues (2016: 3.3%). Operating profit was GBP0.9m (2016: GBP1.0m).

Strategic Review and Going Concern

The losses incurred in the period and the pressure on working capital and debt collection resulting from the operational and supply chain issues referred to above have pushed cash and borrowing requirements into uncomfortable territory. As a result, on 6 July 2017, the Group announced that it had, with the assistance of KPMG, commenced a strategic review with the aim of securing new long-term financing and strengthening the balance sheet. The process has attracted interest across the various options being considered, namely new debt funding, debt and equity structures and expressions of interest in certain parts of the Group. Initial offers of interest have been requested to be submitted shortly and an update will be provided once the various offers have been evaluated by the Board in conjunction with the Group's lenders.

Appropriate bank support continues to remain in place whilst this process is completed. Based on the current level of interest, the Board hopes that the Group will be able to secure new long-term finance facilities. However, should the Group's banks withdraw their support or should the process fail to provide options that will stabilise the Group's financial position, then the Group's ability to continue as a going concern may be at risk. This is discussed in more detail in Note 1 to the Consolidated Financial Statements.

Dividend

In light of the results for the six months ended 30 April 2017 and the current financial position of the Group, the Board is not recommending an interim dividend.

Trading Outlook

The outcome of the strategic review will have a bearing upon the trading outlook for the Group. In the meantime, the Group continues to implement its detailed action plan to reduce costs, improve operational efficiency, leverage its supply chain, improve cash collection and strengthen controls.

A significant number of operational improvements have been made since the appointment of a new Group Operations Director in April, and performance in the second half of the year is improving as these measures take effect. A further restructuring exercise was implemented in July which is expected to yield savings of GBP0.8m a year, and the Executive Team has been strengthened with a number of experienced interim managers to drive further efficiency savings across the Group's activities and improve working capital.

As noted in the Trading Update announced on 14 June 2017, the intention is to hold fit capacity at current levels throughout the second half of the year and to bring sales into line. Furthermore, the LED business and other commercial revenue streams will be scaled back in the short-term in order to focus resources on the core Home Improvements business. Whilst the actions noted above will yield some benefit in the current financial year, the Group still expects the full-year loss before interest, tax, depreciation and amortisation on continuing operations before exceptional items to be in the range of GBP1.2m-GBP2.2m subject to the outcome of the strategic review.

Ian Blackhurst

Chief Executive

25 July 2017

CONSOLIDATED INCOME STATEMENT

 
                                                Half Year         Half Year          Year to 
                                                       to                to       31 October 
                                                 30 April          30 April     2016 Audited 
                                           2017 Unaudited    2016 Unaudited 
                                                                   Restated 
                                   Notes         GBP000's          GBP000's         GBP000's 
---------------------------------  -----  ---------------  ----------------  --------------- 
 
Continuing operations 
Revenue                              4             36,501            42,162           87,745 
Cost of sales                                    (26,503)          (28,326)         (60,284) 
 
Gross profit                                        9,998            13,836           27,461 
 
Administrative expenses                          (12,397)          (12,647)         (24,994) 
 
Operating (loss)/profit 
 before exceptional items                         (2,399)             1,189            2,467 
 
Exceptional items                    5              (601)              (90)          (4,581) 
 
Operating loss after exceptional 
 items                                            (3,000)             1,099          (2,114) 
 
Finance costs                                       (194)              (92)            (219) 
 
Loss before taxation                              (3,194)             1,007          (2,333) 
 
Taxation credit/(charge)             7                567              (88)              512 
 
Loss for the period from 
 continuing operations                            (2,627)               919          (1,821) 
 
Discontinued operations 
Loss for the period from 
 discontinued operations             6                  -             (414)          (3,801) 
 
Loss for the period                               (2,627)               505          (5,622) 
---------------------------------  -----  ---------------  ----------------  --------------- 
 
 
Continuing basic (loss)/profit 
 per share (pence)                   9              (4.0)               1.4            (2.8) 
 
Discontinued basic (loss)/profit 
 per share (pence):                  9                  -             (0.6)            (5.8) 
 
Total basic (loss)/profit 
 per share (pence)                   9              (4.0)               0.8            (8.6) 
---------------------------------  -----  ---------------  ----------------  --------------- 
 
Diluted continuing operations 
 (loss)/profit per share 
 (pence)                              9             (4.0)               1.4            (2.8) 
---------------------------------  -----  ---------------  ----------------  --------------- 
 

Adjusted earnings per share is shown in note 9 to the accounts.

The notes 1 to 15 are an integral part of these Consolidated Financial Statements.

There are no other items of comprehensive income for the period other than the loss for the period attributable to the equity holders.

CONSOLIDATED BALANCE SHEET

 
                                            As at 30       As at 30          As at 
                                          April 2017     April 2016     31 October 
                                           Unaudited      Unaudited           2016 
                                                           Restated        Audited 
                                Notes       GBP000's       GBP000's       GBP000's 
------------------------------  -----  -------------  -------------  ------------- 
 
Assets 
Non-current assets 
Intangible assets                              1,141          1,496          1,141 
Property, plant and equipment                    360            879            481 
Deferred tax asset                               418              -            418 
------------------------------  -----  -------------  -------------  ------------- 
                                               1,919          2,375          2,040 
------------------------------  -----  -------------  -------------  ------------- 
 
Current assets 
Inventories                                    1,704          2,002          1,267 
Trade and other receivables      10           10,785         15,864          8,103 
Current taxation receivable                    1,347              -              - 
Cash and cash equivalents        11                -              -            768 
------------------------------  -----  -------------  -------------  ------------- 
                                              13,836         17,866         10,138 
------------------------------  -----  -------------  -------------  ------------- 
 
Total assets                                  15,755         20,241         12,178 
------------------------------  -----  -------------  -------------  ------------- 
 
Equity 
Share capital                                     50             50             50 
Accumulated losses                          (10,983)        (1,900)        (8,356) 
------------------------------  -----  -------------  -------------  ------------- 
Total shareholders' deficit                 (10,933)        (1,850)        (8,306) 
------------------------------  -----  -------------  -------------  ------------- 
 
Liabilities 
Non-current liabilities 
Deferred taxation liabilities                      -             60              - 
Provisions                                       403          1,318            403 
------------------------------  -----  -------------  -------------  ------------- 
                                                 403          1,378            403 
------------------------------  -----  -------------  -------------  ------------- 
 
Current liabilities 
Trade and other payables         12           18,348         18,302         18,465 
Borrowings                       13            6,553            891              - 
Current taxation liabilities                       -            620             54 
Provisions                                     1,384            900          1,562 
------------------------------  -----  -------------  -------------  ------------- 
                                              26,285         20,713         20,081 
------------------------------  -----  -------------  -------------  ------------- 
 
Total liabilities                             26,688         22,091         20,484 
------------------------------  -----  -------------  -------------  ------------- 
 
Total shareholders' deficit 
 and liabilities                              15,755         20,241         12,178 
------------------------------  -----  -------------  -------------  ------------- 
 

The notes 1 to 15 are an integral part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                             Share  Accumulated           Total 
                                           Capital       Losses   Shareholders' 
                                         Unaudited    Unaudited         Deficit 
                                                                      Unaudited 
                                 Notes    GBP000's     GBP000's        GBP000's 
-------------------------------  -----  ----------  -----------  -------------- 
 
At 1 November 2015 (restated)                   50        (655)           (605) 
 
Loss for the period                              -          505             505 
 
Transactions with owners: 
Dividends                          8             -      (1,750)         (1,750) 
Total transactions with owners 
 recognised directly in equity                   -      (1,750)         (1,750) 
-------------------------------  -----  ----------  -----------  -------------- 
 
At 30 April 2016 (restated)                     50      (1,900)         (1,850) 
 
Loss for the period                              -      (6,127)         (6,127) 
 
Transactions with owners: 
Dividends                          8             -        (329)           (329) 
Total transactions with owners 
 recognised directly in equity                   -        (329)           (329) 
-------------------------------  -----  ----------  -----------  -------------- 
 
At 31 October 2016                              50      (8,356)         (8,306) 
 
Loss for the period                              -      (2,627)         (2,627) 
 
At 30 April 2017                                50     (10,983)        (10,933) 
-------------------------------  -----  ----------  -----------  -------------- 
 

Share capital

The share capital account includes the nominal value for all shares issued and outstanding.

Accumulated losses

The 'Accumulated Losses' column in the Statement of Changes in Equity includes the accumulated profits and losses arising from the Consolidated Income Statement and certain items from the Consolidated Statement of Changes in Equity attributable to equity shareholders, net of distributions to shareholders.

The notes 1 to 15 are an integral part of these Financial Statements.

CONSOLIDATED CASH FLOW STATEMENT

 
                                             Half Year   Half Year           Year to 
                                           to 30 April       to 30        31 October 
                                                  2017       April      2016 Audited 
                                             Unaudited        2016 
                                                         Unaudited 
                                                          Restated 
                                 Notes        GBP000's    GBP000's          GBP000's 
------------------------------   -----  --------------  ----------  ---------------- 
 
 
Cash flows from operating 
 activities 
Cash generated from/(used 
 in) operations                   14           (7,101)     (2,168)             1,382 
Taxation paid                                        -           -              (12) 
Interest paid                                    (194)        (92)             (232) 
-------------------------------  -----  --------------  ----------  ---------------- 
Net cash generated from/(used 
 in) operating activities                      (7,295)     (2,260)             1,138 
-------------------------------  -----  --------------  ----------  ---------------- 
 
Cash flows from investing 
 activities 
Purchase of property, 
 plant and equipment                              (26)        (66)             (189) 
Proceeds from disposal 
 of property plant and 
 equipment                                           -           -               463 
 
Net cash generated from/(used 
 in) investing activities                         (26)        (66)               274 
-------------------------------  -----  --------------  ----------  ---------------- 
 
Cash flows from financing 
 activities 
Dividends paid to equity 
 shareholders                                        -           -           (2,079) 
-------------------------------  -----  --------------  ----------  ---------------- 
Net cash used in financing 
 activities                                          -           -           (2,079) 
-------------------------------  -----  --------------  ----------  ---------------- 
 
Net decrease in cash and 
 cash equivalents                              (7,321)     (2,326)             (667) 
 
Cash and cash equivalents 
 at the beginning of the 
 year                                              768       1,435             1,435 
 
Cash and cash equivalents 
 at the end of the year                        (6,553)       (891)               768 
-------------------------------  -----  --------------  ----------  ---------------- 
 

The notes 1 to 15 are an integral part of these Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Interim announcement

While the financial information included in this interim announcement has been computed in accordance with IFRS, the announcement does not itself contain sufficient information to comply with IFRS. The accounting policies used are consistent with those in the Group's Statutory Financial Statements for the year ended 31 October 2016. The key accounting policies applied by the Group have been set out below.

General information

Entu (UK) plc ('the Company') and its subsidiaries (together "the Group") principal activity during the period was the sale of replacement windows, double glazing, entrance doors, patio doors and exterior improvement products within the United Kingdom. Other activities, included within discontinued operations were solar home improvement products and within the Astley Facades UK group of companies, the provision of façade facilities for both new build construction and refurbishment products.

The Company is incorporated and domiciled in the UK. The Company's registered number is 08957339. The address of its registered office is 7 Road One, Winsford Industrial Estate, Winsford, Cheshire CW7 3PZ.

The Company is a public limited company and has its primary listing on the AIM division of the London Stock Exchange.

1. Accounting policies

The principal accounting policies applied in the preparation of these Interim Financial Statements are consistent with those of the annual financial statements for the year ended 31 October 2016.

Basis of preparation

The Consolidated Interim Financial Statements for the six months ended 30 April 2017, which have not been reviewed or audited, have been prepared in accordance with the Disclosure and Transparency Rules (DTR) of the Financial Conduct Authority and in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union (EU). They should be read in conjunction with the audited annual financial statements for the year ended 31 October 2016 which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU), IFRS Interpretations Committee (IFRS IC) Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.

The interim financial statements for the period ended 30 April 2017 do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

Then financial information set out in this statement relating to the year ended 31 October 2016 does not constitute statutory accounts for that year. Full audited accounts in respect of that year were approved by the Board of Directors on 28 March 2017 and have been delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain a statement under section 498 of the Companies Act 2006.

The preparation of Interim Financial Statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. In preparing these Interim Financial Statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty continue to be reviewed and applied on a consistent basis. There have been no material changes since 31 October 2016 as set out in the Group's Annual Report and Accounts.

Going concern

On 6 July 2017, the Group announced that it was undertaking a strategic review and that the Directors were exploring options for new long-term finance facilities. KPMG have since been engaged to assist with this ongoing process and appropriate bank support continues to remain in place whilst the process is completed. The ability of the Group to continue to trade is dependent on the ultimate success of the process as, in the event that appropriate new long-term financing arrangements are not secured, the ability of the Group to continue to trade as a going concern is uncertain as it may be unable to realise its assets and discharge its liabilities in the normal course of business. The Directors presently remain confident that, given the level of interest expressed by interested parties, there is a reasonable expectation that the Group will be able to successfully secure appropriate new long-term financing facilities. Therefore, the Directors have concluded that it is appropriate to continue to prepare the Group's financial statements on a going concern basis.

2. Prior year adjustments

During the year ended 31 October 2016, the Directors undertook a review of the Group's revenue recognition policies and the application of those policies. As a result of this review, the Directors took the decision to change their accounting policies for certain revenue streams to better reflect industry practices and to align policies more consistently across the Group. The impact of the changes in accounting policies is disclosed in the Annual Report and Accounts for the year ended 31 October 2016.

In accordance with IAS 8, the change in accounting policies has been applied retrospectively and the comparative financial information has been restated. The table below sets out the impact of the changes in accounting policies on both the profit for the period ended 30 April 2016 and the equity of the Group as at that date.

Impact of prior year adjustments on the Consolidated Income Statement of the Group

 
Period ended 30 April 2016 
                                                          GBP000's 
------------------------------------------------------    -------- 
 
Profit after tax as previously reported                        431 
Change in RRSA revenue recognition (i)                          29 
Change in other home improvements revenue recognition 
 (ii)                                                          192 
Change in finance commission revenue recognition 
 (iii)                                                        (48) 
Change in application of deferred commission 
 accounting policy (iv)                                      (118) 
Adjustment to tax in respect of changes to income 
 recognition (v)                                                19 
--------------------------------------------------------  -------- 
Restated profit after tax                                      505 
--------------------------------------------------------  -------- 
 

(i) Historically the Group recognised revenue in relation to the RRSA programme on a cash received basis. However, as the RRSA programme results in a 12-month commitment to customers the Directors have determined that it would be appropriate to spread the revenue over the 12-month contract period.

(ii) On review of recognition of revenue across the Group's businesses it was concluded that for certain types of installations in certain subsidiaries, there was a different interpretation of the point of completion of installation. In some cases, revenue was being recognised prior to the substantial completion of the installations. The Directors have determined that the revenue should be recognised when the Group has substantially completed the installation and the substantial risks and rewards of ownership are deemed to have transferred.

(iii) Historically the Group recognised finance commissions on receipt from finance providers. There has been limited history of non-collection of commissions and, therefore, the Directors think it more appropriate to recognise finance commissions in line with the revenue recognition policy to which the product associated with the finance commission relates.

(iv) The Group defers sales commissions costs incurred in a financial year which are considered to be directly related to revenue transactions which are not recognised until subsequent financial years. As part of the review of the Group's revenue recognition policy the Group aligned policies on deferred commissions across the Group. This has resulted in certain costs being required to be recognised earlier than previously recognised. The current and prior years cost of sales numbers have been restated in this respect.

(v) Taxation charges have been adjusted in respected of changes to income recognition and deferred commissions.

Impact of prior year adjustments on the Consolidated Balance Sheet of the Group

 
At 30 April           As reported    Change        Change       Change        Change        Change  Restated 
 2016                  previously   in RRSA      in other   in finance   in deferred   In taxation 
                                                  revenue   commission    commission 
                                              recognition 
                                        (i)          (ii)        (iii)          (iv)           (v) 
                         GBP000's  GBP000's      GBP000's     GBP000's      GBP000's      GBP000's  GBP000's 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
 
 
Assets 
Non-current 
 assets 
Intangible assets           1,496         -             -            -             -             -     1,496 
Property, plant 
 and equipment                879         -             -            -             -             -       879 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
                            2,375         -             -            -             -             -     2,375 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
 
 
Current assets 
Inventories                 2,002         -             -            -             -             -     2,002 
Trade and other 
 receivables               16,787         -         (554)           76         (445)             -    15,864 
Cash and cash                   -         -             -            -             -             -         - 
 equivalents 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
                           18,789         -         (554)           76         (445)             -    17,866 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
 
Total assets               21,164         -         (554)           76         (445)             -    20,241 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
 
Equity 
Share capital                  50         -             -            -             -             -        50 
Retained earnings/ 
 (accumulated 
 losses)                    (411)   (1,187)         (353)           76         (445)           420   (1,900) 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
Total shareholders' 
 equity/(deficit)           (361)   (1,187)         (353)           76         (445)           420   (1,850) 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
 
Liabilities 
Non-current 
 liabilities 
Deferred taxation 
 liabilities                   60         -             -            -             -             -        60 
Provisions                  1,318         -             -            -             -             -     1,318 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
                            1,378         -             -            -             -             -     1,378 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
                                                                                                 - 
Current liabilities 
Trade and other 
 payables                  17,316     1,187         (201)            -             -             -    18,302 
Borrowings                    891         -             -            -             -             -       891 
Current taxation 
 liabilities                1,040         -             -            -             -         (420)       620 
Provisions                    900         -             -            -             -             -       900 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
                           20,147     1,187         (201)            -             -         (420)    20,713 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
 
Total liabilities          21,525     1,187         (201)            -             -         (420)    22,091 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
 
Total shareholders' 
 equity/(deficit) 
 and liabilities           21,164         -         (554)           76         (445)             -    20,241 
--------------------  -----------  --------  ------------  -----------  ------------  ------------  -------- 
 

(i) Changes in accounting policies for RRSA resulted in increased deferred income, which is included in trade and other payables category of liabilities.

(ii) Changes in accounting policies for other revenue recognition had the impact of reducing trade receivables, prepayments, accrued income and other receivables within the trade and other receivables category of asset.

(iii) Changes in accounting policies for finance commission had the impact of increasing the trade and other receivables category of asset.

(iv) Changes in the accounting for deferred commission had the impact of decreasing the trade and other receivables category of asset.

(v) The current taxation liability has been adjusted in respect of the reduction to tax charges as a consequence of the above adjustments.

3. Accounting policies

The accounting policies are consistent with those of the Annual Report and Accounts for the year ended 31 October 2016 which are prepared in accordance with IFRS as adopted by the European Union, except as disclosed below:

-- Taxes on income in the interim periods are accrued using the tax rate that would be applicable to total expected annual earnings.

There are no new IFRSs or IFRICs that are effective for the first time in this interim period that would be expected to have a material impact on the group.

4. Segmental analysis

The Chief Operating Decision Maker (CODM) has been identified as the Executive Board which comprises the two Executive Directors.

The CODM reviews the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on these reports which include an allocation of central costs as appropriate.

The CODM considers the business from an operating perspective, with Home Improvements, Energy Generation and Saving, Repair and Renewal Service Agreements being the three reporting segments. The CODM assesses the performance based on operating profit before exceptional items. Other information provided to the CODM, except as noted below, is measured in a manner consistent with that of the Financial Statements.

All revenue, profit and assets of the Group and all segments arise in the Group's country of domicile, being the United Kingdom.

 
Half year ended 30                 Home        Energy        Repair     Total 
 April 2017                Improvements    Generation   and Renewal 
 Unaudited                                and Savings       Service 
                                                         Agreements 
                               GBP000's      GBP000's      GBP000's  GBP000's 
------------------------  -------------  ------------  ------------  -------- 
 
Revenue                          32,913         2,275         1,313    36,501 
------------------------  -------------  ------------  ------------  -------- 
 
Operating (loss)/profit 
 before exceptional 
 items                          (3,502)           167           936   (2,399) 
Exceptional items                 (586)          (15)             -     (601) 
------------------------  -------------  ------------  ------------  -------- 
Operating (loss)/profit         (4,088)           152           936   (3,000) 
Finance costs                     (194)             -             -     (194) 
------------------------  -------------  ------------  ------------  -------- 
(Loss)/profit before 
 taxation-continuing 
 operations                     (4,282)           152           936   (3,194) 
------------------------  -------------  ------------  ------------  -------- 
 
 

There was no material inter-segment revenue in the half year ended 30 April 2017.

 
Half year ended 30 April 2016                  Home        Energy        Repair     Total 
 Restated                              Improvements    Generation   and Renewal 
 Unaudited                                            and Savings       Service 
                                                                     Agreements 
                                           GBP000's      GBP000's      GBP000's  GBP000's 
------------------------------------  -------------  ------------  ------------  -------- 
 
Revenue                                      39,084         1,776         1,302    42,162 
------------------------------------  -------------  ------------  ------------  -------- 
 
Operating profit before exceptional 
 items                                          130            82           977     1,189 
Exceptional items                              (90)             -             -      (90) 
------------------------------------  -------------  ------------  ------------  -------- 
Operating (loss)/ profit                         40            82           977     1,099 
Finance costs                                  (92)             -             -      (92) 
------------------------------------  -------------  ------------  ------------  -------- 
(Loss)/profit before taxation - 
 continuing operations                         (52)            82           977     1,007 
------------------------------------  -------------  ------------  ------------  -------- 
 
Loss for the year from discontinued 
 operations                                       -         (414)             -     (414) 
------------------------------------  -------------  ------------  ------------  -------- 
 

There was no material inter-segment revenue in the half year ended 30 April 2016.

 
Year ended 31 October                Home        Energy        Repair                    Total 
 2016                        Improvements    Generation   and Renewal 
                                            and Savings       Service 
                                                           Agreements 
                                 GBP000's      GBP000's      GBP000's                 GBP000's 
--------------------------  -------------  ------------  ------------  ----------------------- 
 
Revenue                            77,113         8,017         2,615                   87,745 
--------------------------  -------------  ------------  ------------  ----------------------- 
 
Operating profit before 
 exceptional items                    193            38         2,236                    2,467 
Exceptional items                 (4,146)         (435)             -                  (4,581) 
--------------------------  -------------  ------------  ------------  ----------------------- 
Operating (loss)/ profit          (3,953)         (397)         2,236                  (2,114) 
Finance costs                       (219)             -             -                    (219) 
--------------------------  -------------  ------------  ------------  ----------------------- 
(Loss)/profit before 
 taxation-continuing 
 operations                       (4,172)         (397)         2,236                  (2,333) 
--------------------------  -------------  ------------  ------------  ----------------------- 
 
Loss for the year from 
 discontinued operations*         (2,258)       (1,543)             -                  (3,801) 
--------------------------  -------------  ------------  ------------  ----------------------- 
 

*Loss before tax from discontinued operations was GBP4,196,000. A tax credit of GBP395,000 was utilised in arriving at the loss after tax of GBP3,801,000.

There was no material inter-segment revenue in the year ended 31 October 2016.

5. Exceptional items

 
Half year ended 30 April         2017      2016 
 Unaudited 
                             GBP000's  GBP000's 
-------------------------    --------  -------- 
 
Restructuring                     601        90 
                                  601        90 
  -------------------------  --------  -------- 
 
 

Restructuring

Restructuring costs relate to the on-going restructuring of the group. Costs relate primarily to redundancy/other employee related costs arising from headcount reduction.

6. Discontinued Operations

During 2016, the Group took the strategic decision to sell the Astley Facades (UK) Limited business (Astley) as well as close its loss making Europlas operations in the South East of England. The Directors consider both businesses to be separate major lines of business and as such the results of both businesses have been presented in discontinued operations in the prior period to 30 April 2016 and year to 31 October 2016.

7. Taxation

 
                                         Half year          Half year  Year ended 
                                          ended 30              ended          31 
                                        April 2017           30 April     October 
                                         Unaudited     2016 Unaudited        2016 
                                                             Restated     Audited 
                                          GBP000's           GBP000's    GBP000's 
-----------------------------------    -----------  -----------------  ---------- 
 
UK corporation tax credit/(charge)             567               (88)         512 
-------------------------------------  -----------  -----------------  ---------- 
 

Taxation is recognised based on management's best estimate of the weighted average annual tax rate expected for the full financial year. The estimated annual tax rate used for the period ended 30 April 2017 is 19% (30 April 2016: 20%, 31 October 2016: 20%).

8. Dividends

 
                    Half year      Half year  Year ended 
                        ended       ended 30          31 
                     30 April     April 2016     October 
                         2017      Unaudited        2016 
                    Unaudited                    Audited 
                     GBP000's       GBP000's    GBP000's 
---------------    ----------  -------------  ---------- 
 
Dividends paid              -            329       2,079 
-----------------  ----------  -------------  ---------- 
 

In the light of the changes in the financial position of the Group, the Directors have concluded that no interim dividend will be declared.

9. Earnings per share

Basic earnings per share and diluted earnings per share are calculated by dividing the loss or profit for the period attributable to equity holders by the weighted average number of shares in issue.

 
                              Half year     Half year  Year ended 
                                  ended      ended 30          31 
                               30 April    April 2016     October 
                                   2017     Unaudited        2016 
                              Unaudited                   Audited 
                                 Number        Number      Number 
-------------------------    ----------  ------------  ---------- 
 
Basic weighted average       65,600,000    65,600,000  65,600,000 
---------------------------  ----------  ------------  ---------- 
 
Diluted weighted average     65,600,000    65,600,000  65,600,000 
---------------------------  ----------  ------------  ---------- 
 

The weighted average number of shares used to calculate earnings per share is consistent with the number of ordinary shares in issue as at the year end and this has been applied consistently for all years reported within these Financial Statements. As a result of the formation of the Group and the Company's capital structure the application of the closing number of ordinary shares has been deemed to give the most relevant and comparable calculation of earnings per share in the financial years reported.

Deferred shares have been excluded from the basic and diluted number of shares as deferred shares carry no voting right and no rights to any distributions to be made by the Group.

 
                                      Half year         Half year  Year ended 
                                          ended             ended          31 
                                       30 April          30 April     October 
                                           2017    2016 Unaudited        2016 
                                      Unaudited          Restated     Audited 
                                          Pence             Pence       Pence 
---------------------------------    ----------  ----------------  ---------- 
 
Basic (loss)/profit per 
 share                                    (4.0)               0.8       (8.6) 
Exceptional items                           0.9               0.1         7.0 
Discontinued operations                       -               0.6         5.8 
-----------------------------------  ----------  ----------------  ---------- 
Adjusted basic (loss)/earnings 
 per share                                (3.1)               1.5         4.2 
-----------------------------------  ----------  ----------------  ---------- 
 
Adjusted diluted (loss)/earnings 
 per share                                (3.1)               1.5         4.2 
-----------------------------------  ----------  ----------------  ---------- 
 

Adjustments to earnings per share

Adjusted basic and diluted earnings per share figures are calculated by dividing adjusted loss after tax for the year by the weighted average number of shares in issue (as above). The adjusted loss after tax for the year is as follows:

 
                                Half year     Half year  Year ended 
                                    ended      ended 30          31 
                                 30 April    April 2016     October 
                                     2017     Unaudited        2016 
                                Unaudited      Restated     Audited 
                                    Pence         Pence       Pence 
---------------------------    ----------  ------------  ---------- 
 
(Loss)/profit attributable 
 to owners of the Parent 
 Company                          (2,627)           505     (5,622) 
Exceptional items                     601            90       4,581 
Discontinued operations                 -           414       3,801 
-----------------------------  ----------  ------------  ---------- 
Adjusted (loss)/profit 
 after tax                        (2,026)         1,009       2,760 
-----------------------------  ----------  ------------  ---------- 
 
 
                               Half year                    Half year  Year ended 
                                   ended                        ended          31 
                                30 April                     30 April     October 
                                    2017               2016 Unaudited        2016 
                               Unaudited                     Restated     Audited 
                                   Pence                        Pence       Pence 
--------------------------    ----------  ---------------------------  ---------- 
 
Basic earnings per share: 
Continuing operations 
 (loss)/profit per share           (4.0)                          1.4       (2.8) 
Discontinued operations 
 (loss)/profit per share               -                        (0.6)       (5.8) 
----------------------------  ----------  ---------------------------  ---------- 
Total basic (loss)/profit 
 per share                         (4.0)                          0.8       (8.6) 
----------------------------  ----------  ---------------------------  ---------- 
 

There is no material difference between diluted earnings per share and basic earnings per share for continuing and discontinued operations.

10. Trade and other receivables

 
                             At 30 April      At 30  At 31 October 
                                    2017      April           2016 
                                               2016 
                                           Restated 
                                GBP000's   GBP000's       GBP000's 
-------------------------    -----------  ---------  ------------- 
 
Trade receivables                  5,929      6,873          5,498 
Provision for impairment 
 of trade receivables            (1,655)      (585)        (1,424) 
---------------------------  -----------  ---------  ------------- 
Net trade receivables              4,274      6,288          4,074 
Other receivables                    605        646            675 
Prepayments and accrued 
 income                            5,906      8,930          3,354 
---------------------------  -----------  ---------  ------------- 
                                  10,785     15,864          8,103 
  -------------------------  -----------  ---------  ------------- 
 

The fair value of trade and other receivables has been considered to be consistent with the book value given their short term nature.

11. Cash and cash equivalents

 
                              At 30 April      At 30  At 31 October 
                                     2017      April           2016 
                                                2016 
                                            Restated 
                                 GBP000's   GBP000's       GBP000's 
--------------------------    -----------  ---------  ------------- 
 
Cash at bank and in hand                -          -            768 
----------------------------  -----------  ---------  ------------- 
Cash and cash equivalents               -          -            768 
----------------------------  -----------  ---------  ------------- 
 

The Group's banking facility is operated and managed as an integrated facility both internally and externally. Although individual bank accounts may have positive or negative cash balances, the interest calculated is on the net position of the banking balances within the Group facility. The cash at bank and in hand position shown in the above table represents the net position of the Group as bank overdrafts have been offset against cash at bank and in hand as the Group has an enforceable right to offset positive and negative individual bank account positions, and receives or pays interest on its net cash position.

12. Trade and other payables

 
                                   At 30      At 30  At 31 October 
                                   April      April           2016 
                                    2017       2016 
                                           Restated 
                                GBP000's   GBP000's       GBP000's 
----------------------------    --------  ---------  ------------- 
 
Trade payables                     8,033     10,920          7,539 
Payments on account                  870      2,228            870 
Other taxation and social 
 security                            357        429          1,875 
Accruals                           3,267      3,739          1,937 
Deferred income and advance 
 payments                          5,821        986          6,244 
------------------------------  --------  ---------  ------------- 
                                  18,348     18,302         18,465 
  ----------------------------  --------  ---------  ------------- 
 

13. Borrowings

 
               At 30 April      At 30  At 31 October 
                      2017      April           2016 
                                 2016 
                             Restated 
                  GBP000's   GBP000's       GBP000's 
-----------    -----------  ---------  ------------- 
 
Borrowings           6,553        891              - 
-------------  -----------  ---------  ------------- 
 

During March 2017, the Group extended its facilities with Barclays Bank plc, with the renewal of its GBP4m revolving credit facility for 12 months alongside the Group's existing variable overdraft facility.

14. Reconciliation of (loss)/profit before tax to cash generated from operations

 
                                   Half year         Half year  Year ended 
                                       ended             ended          31 
                                    30 April          30 April     October 
                                        2017    2016 Unaudited        2016 
                                   Unaudited                       Audited 
                                    GBP000's          GBP000's    GBP000's 
------------------------------    ----------  ----------------  ---------- 
 
(Loss)/profit before tax 
 including discontinued 
 operations                          (3,194)               593     (6,529) 
Finance costs                            194                92         232 
Depreciation of property, 
 plant and equipment                     135               134         250 
Profit on disposal of 
 property                                  -                 -       (213) 
Goodwill impairment charge                 -                 -         355 
Other non-cash movements 
 including write downs 
 of fixed assets                           -                 -          28 
Loss on disposal of Astley 
 group of companies                        -                 -       1,740 
Operating cash flows before 
 movements in working capital        (2,865)               819     (4,137) 
Movements in working capital: 
Decrease/(increase) in 
 inventories                           (437)             (163)         469 
Decrease/(increase) in 
 trade and other receivables         (2,682)             (786)       1,767 
Increase/(decrease) in 
 trade and other payables              (939)           (1,913)       2,891 
Increase/(decrease) in 
 provisions                            (178)             (125)         392 
--------------------------------  ----------  ----------------  ---------- 
Cash generated from/(used 
 in) operations                      (7,101)           (2,168)       1,382 
--------------------------------  ----------  ----------------  ---------- 
 

The impact of the disposal of Astley Facades group of companies is adjusted in the movements in working capital in the above note.

The profit on sale of freehold property of GBP213,000 relates to sales proceeds of GBP463,000 less net book value of GBP250,000 eliminated on disposal.

15. Related party transactions

Sale of freehold property

As reported in the annual report, at the end of October 2016 a freehold property was sold to the Chief Executive Officer. The sale price of GBP463,000, and the future rental charge, were determined by independent valuers on an arm's length basis and were approved by the Non-Executive Directors in advance of the transaction. The Group generated a profit of GBP213,000 as a result of this transaction.

Key management personnel

Darren Cornwall resigned as a director on 15 April 2016 and has subsequently undertaken consultancy work for the Group. For the period ended 30 April 2017, he received GBP51,517 in respect of these services on an arm's length basis.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR EASXSAFSXEEF

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July 25, 2017 02:01 ET (06:01 GMT)

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