TIDMJNY

RNS Number : 2937N

Journey Group PLC

27 September 2012

27 September 2012

Journey Group plc

Interim Results

for the six months ended 30 June 2012

Journey Group plc (the "Group") a leading provider of catering services and in-flight products to the international airline and travel industries today announces its results for the six months ended 30 June 2012.

Key highlights

   --      Adjusted profit before tax of GBP338,000 (H1 2011: GBP74,000) 
   --      Adjusted basic earnings per share 0.09p (H1 2011: 0.02p) 
   --      Net cash at 30 June 2012 of GBP1,830,000 and at 31 August 2012 of GBP3,250,000 
   --      Improved financial results driven by the US Division 

-- Award by United Airlines of the former Continental traffic bringing the average number of United Airlines flights up to approaching 100 flights per day positions the US Division for significant growth in 2013

   --      Capital reduction completed and expected to restore the ability to pay dividends 

Stephen Yapp, Executive Chairman commented

"The financial results for the first half of this financial year demonstrate the resilience of the Group's businesses, particularly the US model, and the capability of its management teams in challenging conditions.

Trading in the second half of the year continues to be in line with market expectations and the prospects for 2013 are positive following the award to the US Division by United Airlines of the former Continental flight traffic. In these circumstances and from a solid platform, your Board looks forward with confidence to delivering shareholder value."

For further information please contact:

Stephen Yapp

Journey Group plc

Tel: +44 (0) 20 8606 2000

info@journeygroup.plc.uk

Carl Fry

Journey Group plc

Tel: +44 (0) 20 8606 2000

info@journeygroup.plc.uk

Singer Capital Markets Limited (Nominated Advisor & Broker)

Jonny Franklin-Adams

Matt Thomas

Tel: +44 (0) 20 3205 7500

EXECUTIVE CHAIRMAN'S LETTER TO SHAREHOLDERS

INTRODUCTION

Your Group continues to make significant progress both financially and strategically despite increasingly competitive conditions in its markets.

The key highlights for the half year were as follows:

   --      Adjusted profit before tax of GBP338,000 (H1 2011: GBP74,000) 
   --      Adjusted basic earnings per share 0.09p (H1 2011: 0.02p) 
   --      Net cash at 30 June 2012 of GBP1,830,000 and at 31 August 2012 of GBP3,250,000 
   --      Improved financial results driven by the US Division 

-- Award by United Airlines of the former Continental traffic bringing the average number of United Airlines flights up to approaching 100 flights per day positions the US Division for significant growth in 2013

   --      Capital reduction completed and expected to restore the ability to pay dividends 

MARKET CONDITIONS

Total year on year passenger traffic growth to 30 June 2012 amounted to 6.1%, but this masks a significant slow down in growth, particularly over Q2 2012 and continuing into Q3, driven by poor economic conditions and declining business confidence. In the zones most served by the Group, growth in total passenger traffic was mixed with North America up just 1.1%, but Asia Pacific up 6.3% and Europe up 7.0%. In response to the lower growth, airlines have reduced capacity growth with resulting stronger passenger load factors, which have reached relatively high levels and provide some support for profitability despite high aviation fuel prices. Whilst the USA continues to show evidence of some economic recovery, most other major economies worldwide have slipped steadily into slower growth. Whilst these circumstances prevail and uncertainty remains over the stability of the Eurozone, growth in passenger traffic and freight seems likely to continue to be restrained leading to competitive conditions in the Group's markets remaining at elevated levels.

REDUCTION OF CAPITAL

With the Group's turnaround complete, its transition to a focus on growth and present strong financial position, steps have been taken to remove the final legacy of its earlier financial difficulties that led to the Company's negative retained earnings at 31 December 2011 of GBP26,276,000 and so created a block to any possible payment of dividends to shareholders. On 28 May 2012 a reduction of capital was announced under which the Company's share premium account and capital redemption reserve, which at 31 December 2011 totalled GBP36,521,000, would be cancelled and, subject to measures being taken for the protection of the Company's creditors, create positive distributable reserves that may in due course be used to facilitate the payment of dividends. The proposals were approved by shareholders on 27 June 2012 and became effective on 26 July 2012 following approval by the High Court and filing at Companies House. It is expected that measures for the protection of the Company's creditors will be in place by 31 December 2012, which will lead to substantial positive retained earnings at that date. With dividend capacity established the Board will have an additional avenue through which to deliver value to shareholders in future.

RESULTS

The results for the half year were as follows:

 
6 months to 30 June                                         2012       2011 
                                                         GBP'000    GBP'000 
------------------------------------------------------  --------  --------- 
Continuing operations 
 Revenue                                                  20,093     20,119 
------------------------------------------------------  --------  --------- 
 
  EBITDA before exchange differences                         821        618 
Exchange differences                                        (11)       (41) 
------------------------------------------------------  --------  --------- 
EBITDA before share based payments                           810        577 
Depreciation and amortisation                              (380)      (370) 
------------------------------------------------------  --------  --------- 
Operating profit before share based payments                 430        207 
Finance charges                                             (92)      (133) 
------------------------------------------------------  --------  --------- 
Adjusted profit before tax from continuing operations        338         74 
 
 Share based payments                                       (84)      (376) 
------------------------------------------------------  --------  --------- 
Profit/(loss) before tax from continuing operations          254      (302) 
 Income tax expense                                         (57)        (6) 
------------------------------------------------------  --------  --------- 
Profit/(loss) after tax from continuing operations           197      (308) 
 
 Discontinued operations 
  Loss from discontinued operations                            -    (1,064) 
------------------------------------------------------  --------  --------- 
Profit/(loss) attributable to equity shareholders            197    (1,372) 
------------------------------------------------------  --------  --------- 
 Basic earnings/(loss) per share from continuing 
  operations                                               0.06p    (0.11p) 
Adjusted basic earnings per share from continuing 
 operations                                                0.09p      0.02p 
Basic earnings/(loss) per share from continuing 
 and discontinued operations                               0.06p    (0.47p) 
------------------------------------------------------  --------  --------- 
 

Driven by the US Division, the Group's financial results improved significantly over H1 2011. The Products Division produced a mixed trading performance.

Revenues from continuing operations were almost unchanged at GBP20,093,000, but EBITDA before exchange differences increased 33% to GBP821,000. Operating profit before share based payments increased 108% to GBP430,000. Adjusted profit before tax from continuing operations improved considerably to GBP338,000 compared with GBP74,000 in H1 2011. Adjusted earnings per share from continuing operations amounted to 0.09 pence compared with 0.02 pence in H1 2011. The Board considers that adjusted profit before tax and adjusted earnings per share provide a better guide to the underlying performance of the Group.

The reduction in the charge for share based payments to GBP84,000 from GBP376,000 in H1 2011 was due to the absence of the GBP292,000 charge in H1 2011 in respect of the prior period vesting. These charges relate to the management incentive scheme for the Company's Executive Directors and are non-cash fair value charges. A final charge of GBP84,000 will be made in H2 2012. On a statutory basis, profit before tax from continuing operations was GBP254,000 compared with a loss of GBP302,000 in H1 2011. There was a profit attributable to equity shareholders of GBP197,000 compared with a loss of GBP1,372,000 in H1 2011, which included a loss from discontinued operations of GBP1,064,000.

Net cash at the half year end amounted to GBP1,830,000, comprising cash of GBP2,104,000 less debt under finance leases of GBP274,000, compared with net cash of GBP2,055,000 at 31 December 2011. The reduction in net cash of GBP225,000 was due to an increase in working capital of GBP707,000, which mainly arose from the timing of sales resulting in significantly higher trade receivables in June 2012 than in December 2011. At 31 August 2012, net cash had risen to GBP3,250,000.

US DIVISION

 
6 months to 30 June                                2012      2011 
                                                GBP'000   GBP'000 
---------------------------------------------  --------  -------- 
 
  Revenue                                         8,364     7,298 
---------------------------------------------  --------  -------- 
EBITDA before share based payments                  925       747 
---------------------------------------------  --------  -------- 
Operating profit before share based payments        597       431 
---------------------------------------------  --------  -------- 
 

The US Division produced a strong performance ahead of its expectations and in an environment of slow growth coupled with its largest customer, United Airlines, dealing with the complexity of its merger with the former Continental.

Revenues increased by 15% to GBP8,364,000 through a combination of increased food sales arising from a higher proportion of cater sourced food and higher handling fees driven by improved pricing. EBITDA before exceptional items and share based payments grew by 24% to GBP925,000 leading to operating profit before exceptional items and share based payments being 39% better at GBP597,000.

Following the merger of United Airlines and Continental, the US Division has recently been awarded the former Continental traffic. These additional flights, which are expected to commence in early November 2012, will bring the average number of United Airlines flights up to approaching 100 flights per day compared with an average of 69 flights a day in 2011. During high season there will be approximately 115 flights a day and approximately 90 flights a day in low season. The US Division was delighted to be awarded this business, which represents a substantial step forward, positions the US Division for significant growth during 2013, and further underlines the benefits to both customer and the US Division of its unique business model.

For the fourth consecutive half year the Los Angeles facility has met or exceeded all of its performance goals of reliability and food quality as perceived by passenger ratings. It was once again recognised by United Airlines for its outstanding service and awarded best hub worldwide for on-time performance and food quality.

Los Angeles International Airport measured in passenger traffic is one of the most visited international airports in the USA and is the 6(th) largest airport worldwide. The US Division has a significant share of the LAX catering market and has demonstrated its ability to deliver high quality service at competitive pricing. The US Division's patented business model continues to receive interest from international and domestic airlines and its focus remains on filling the remaining capacity at the Los Angeles facility and developing new business opportunities and strategic partnerships. With opportunities identified to execute on these objectives, the US Division has become the key focus of growth.

PRODUCTS DIVISION

 
6 months to 30 June                                2012      2011 
                                                GBP'000   GBP'000 
---------------------------------------------  --------  -------- 
 
  Revenue                                        11,729    12,821 
---------------------------------------------  --------  -------- 
 
  EBITDA before non-recurring items                  79       244 
Non-recurring items                                 111         - 
---------------------------------------------  --------  -------- 
EBITDA before exchange differences                  190       244 
Exchange differences                                (6)      (28) 
---------------------------------------------  --------  -------- 
EBITDA before share based payments                  184       216 
---------------------------------------------  --------  -------- 
Operating profit before share based payments        132       176 
---------------------------------------------  --------  -------- 
 

It has been a mixed trading period for the Products Division. Two major product launches in Watermark during 2011 saw inflated volumes in that year, which has led to the fall in revenues of 9% in the current period. However, as the airlines work through the impact of these launches we anticipate that more normalised activity will return in 2013.

EBITDA fell significantly to GBP79,000 before taking into account non-recurring items amounting to a credit of GBP111,000. This credit comprised the release of accruals and inventory provision of GBP208,000 less a bad debt write off of GBP97,000. The accruals and inventory provision arose primarily in the previous year mainly as a consequence of uncertainties relating to contract terms and renewals that have been resolved and, accordingly, are no longer considered necessary.

Further consolidation in the Products Division's market has reduced competitor numbers and extended the reach and size of the major player. This along with the general economic uncertainty has led to a reduction in overall contract activity and wins for Watermark.

MNH Sustainable Cabin Services faced more benign conditions, although it suffered a bad debt of GBP97,000 through the insolvency of a distributor of certain products. The distributor was quickly replaced with only a minimal loss to on-going revenues.

Looking forward from a tactical and operational standpoint, Watermark will continue to pursue its stated plans of targeted opportunities in the airline sector whilst strategically working through options to counter the recent significant shift in its market place.

MNH expects stable conditions through the remainder of 2012. It continues to focus on its unique price per seat model for headsets and amenity kits, both within the existing customer base and prospectively to other carriers in the Asia Pacific and USA regions.

CENTRAL COSTS

 
6 months to 30 June                                2012      2011 
                                                GBP'000   GBP'000 
---------------------------------------------  --------  -------- 
 
  EBITDA before non-recurring item                (347)     (373) 
Non-recurring item                                   53         - 
---------------------------------------------  --------  -------- 
EBITDA before exchange differences                (294)     (373) 
Exchange differences                                (5)      (13) 
---------------------------------------------  --------  -------- 
EBITDA before share based payments                (299)     (386) 
---------------------------------------------  --------  -------- 
Operating profit before share based payments      (299)     (400) 
---------------------------------------------  --------  -------- 
 

Central EBITDA before exchange differences was 21% lower than in H1 2011, benefitting from continued close control and the reduction of GBP53,000 in an historic accrual in accordance with a revised estimate.

BOARD

As announced earlier in the year, Max Lesser has been appointed as a Non-executive Director. Max's appointment extends the Board's skill set and creates a better balance in pursuing the Company's objective of creating shareholder value.

OUTLOOK

The financial results for the first half of this financial year demonstrate the resilience of the Group's businesses, particularly the US model, and the capability of its management teams in challenging conditions. Trading in the second half of the year continues to be in line with market expectations and the prospects for 2013 are positive following the award to the US Division by United Airlines of the former Continental flight traffic. In these circumstances and from a solid platform, your Board looks forward with confidence to delivering shareholder value.

Stephen Yapp

Executive Chairman

UNAUDITED CONDENSED CONSOLIDATED INCOME

STATEMENT

for the 6 months to 30 June 2012

 
                                                               6 months    6 months     12 months 
                                                                     to          to            to 
                                                                30 June     30 June   31 December 
                                                       Note        2012        2011          2011 
                                                                GBP'000     GBP'000       GBP'000 
------------------------------------------  ---      ------  ----------  ----------  ------------ 
 
 Continuing operations 
  Revenue                                                 3      20,093      20,119        42,639 
 
  Cost of sales                                                (15,082)    (15,468)      (32,907) 
---------------------------------------------------  ------  ----------  ----------  ------------ 
 
  Gross profit                                                    5,011       4,651         9,732 
 
  Operating and administrative costs                            (4,665)     (4,820)       (9,580) 
 
 Operating profit/(loss)                                  3         346       (169)           152 
---------------------------------------------------  ------  ----------  ----------  ------------ 
Operating profit before share based payments                        430         207           658 
 Share based payments                                     4        (84)       (376)         (506) 
---------------------------------------------------  ------  ----------  ----------  ------------ 
 
  Finance costs                                           6        (92)       (133)         (289) 
---------------------------------------------------  ------  ----------  ----------  ------------ 
                                                                              (302) 
 Profit/(loss) before tax from continuing 
  operations                                                        254         (6)         (137) 
  Income tax expense 
                                                                   (57)                      (59) 
---------------------------------------------------  ------  ----------  ----------  ------------ 
 Profit/(loss) after tax from continuing 
  operations                                              3         197       (308)         (196) 
Discontinued operations 
 Loss from discontinued operations                                    -     (1,064)       (1,072) 
---------------------------------------------------  ------  ----------  ----------  ------------ 
 Profit/(loss) attributable to equity 
  shareholders                                                      197     (1,372)       (1,268) 
---------------------------------------------------  ------  ----------  ----------  ------------ 
 Earnings/(loss) per share from continuing 
  and discontinued operations 
Basic                                                     5       0.06p     (0.47p)       (0.43p) 
 Diluted                                                  5       0.06p     (0.47p)       (0.43p) 
Earnings/(loss) per share from continuing 
 operations 
Basic                                                     5       0.06p     (0.11p)       (0.07p) 
                                                                                          (0.07p) 
 Diluted                                                  5       0.06p     (0.11p) 
 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

for the 6 months to 30 June 2012

 
                                                     6 months   6 months     12 months 
                                                           to         to            to 
                                                      30 June    30 June   31 December 
                                                         2012       2011          2011 
                                                      GBP'000    GBP'000       GBP'000 
---------------------------------------------------  --------  ---------  ------------ 
 
 Profit/(loss) attributable to equity shareholders        197    (1,372)       (1,268) 
Other comprehensive (loss)/income 
Exchange differences on translating foreign 
 operations                                              (48)       (91)            58 
---------------------------------------------------  --------  ---------  ------------ 
 
  Other comprehensive (loss)/income, net of 
  tax                                                    (48)       (91)            58 
---------------------------------------------------  --------  ---------  ------------ 
 
  Total comprehensive income/(loss) attributable 
  to equity shareholders of the parent company            149    (1,463)       (1,210) 
---------------------------------------------------  --------  ---------  ------------ 
 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

as at 30 June 2012

 
                                           Note     30 June     30 June  31 December 
                                                       2012        2011         2011 
                                                    GBP'000     GBP'000      GBP'000 
----------------------------------------  -----  ----------  ----------  ----------- 
 Assets                                       7       4,299       4,690        4,588 
  Non-current assets                                  3,960       3,960        3,960 
  Property, plant and equipment                          60          14            7 
  Goodwill 
  Intangible assets 
----------------------------------------  -----  ----------  ----------  ----------- 
                                                      8,319       8,664        8,555 
Current assets                                8         956       2,249        1,364 
 Inventories                                          4,100       4,866        3,450 
 Trade and other receivables                            405         344          238 
 Prepayments                                             73          82           69 
 Current income tax                                   2,104       1,385        2,591 
 Cash and short-term deposits 
----------------------------------------  -----  ----------  ----------  ----------- 
                                                      7,638       8,926        7,712 
 Assets classified as held for sale                       -       1,637            - 
----------------------------------------  -----  ----------  ----------  ----------- 
                                                      7,638      10,563        7,712 
----------------------------------------  -----  ----------  ----------  ----------- 
Total assets                                         15,957      19,227       16,267 
----------------------------------------  -----  ----------  ----------  ----------- 
                                                      3,098       2,953        3,098 
 Equity and liabilities                              36,497      36,352       36,497 
  Equity attributable to equity share 
   owners of the parent                                 100         100          100 
  Issued share capital                                   24          24           24 
  Share premium account                               1,521       1,521        1,521 
  Shares to be issued                                 (991)     (1,092)        (943) 
  Capital redemption reserve                       (30,276)    (30,830)     (30,557) 
  Merger reserve 
  Foreign currency translation reserve 
  Retained earnings 
----------------------------------------  -----  ----------  ----------  ----------- 
Total equity                                          9,973       9,028        9,740 
 
Non-current liabilities 
 Interest bearing loans and borrowings        8           -         176           12 
----------------------------------------  -----  ----------  ----------  ----------- 
 Current liabilities                          8       5,710       8,283        5,991 
  Trade and other payables                              274       1,179          524 
  Interest bearing loans and borrowings 
----------------------------------------  -----  ----------  ----------  ----------- 
                                                      5,984       9,462        6,515 
Liabilities classified as held 
 for sale                                                 -         561            - 
----------------------------------------  -----  ----------  ----------  ----------- 
                                                      5,984      10,023        6,515 
----------------------------------------  -----  ----------  ----------  ----------- 
Total liabilities                                     5,984      10,199        6,527 
----------------------------------------  -----  ----------  ----------  ----------- 
Total equity and liabilities                         15,957      19,227       16,267 
----------------------------------------  -----  ----------  ----------  ----------- 
 

UNAUDITED CONDENSED CONSOLIDATED CASH FLOW

STATEMENT

for the 6 months to 30 June 2012

 
                                                     6 months   6 months     12 months 
                                                           to         to            to 
                                                      30 June    30 June   31 December 
                                                         2012       2011          2011 
                                                      GBP'000    GBP'000       GBP'000 
----------------------------------------------  ---  --------  ---------  ------------ 
 Net cash flows from operating activities                 197      (308)         (196) 
  Continuing operations                                   380        370           768 
  Profit/(loss) after tax from continuing 
   operations                                              84        376           506 
  Depreciation and amortisation                            92        133           289 
  Share based payments                                     57          6            59 
  Finance costs                                           408      (442)           443 
  Income tax expense                                    (834)      (368)         1,118 
  Decrease/(increase) in inventories                    (281)        685       (1,607) 
  (Increase)/decrease in trade and 
   other receivables 
  (Decrease)/increase in trade and 
   other payables 
---------------------------------------------------  --------  ---------  ------------ 
Cash flows generated from continuing 
 operations                                               103        452         1,380 
 Discontinued operations                                    -       (27)          (48) 
 Cash used in discontinued operations 
---------------------------------------------------  --------  ---------  ------------ 
Cash flows generated from operations                      103        425         1,332 
 Interest paid                                           (75)      (169)         (289) 
 Income taxes paid                                       (61)        (7)          (47) 
---------------------------------------------------  --------  ---------  ------------ 
Net cash flows (used in)/generated from 
 operating activities                                    (33)        249           996 
---------------------------------------------------  --------  ---------  ------------ 
 Cash flows from investing activities                       -          -         1,070 
  Continuing operations                                 (131)       (54)         (199) 
  Disposal of subsidiary company                         (55)          -           (3) 
  Purchase of property, plant and equipment 
  Purchase of intangible assets 
---------------------------------------------------  --------  ---------  ------------ 
Cash flows (used in)/generated from continuing 
 operations                                             (186)       (54)           868 
 Discontinued operations                                    -       (19)             - 
 Purchase of property, plant and equipment 
---------------------------------------------------  --------  ---------  ------------ 
Net cash flows (used in)/generated from 
 investing activities                                   (186)       (73)           868 
---------------------------------------------------  --------  ---------  ------------ 
 Cash flows from financing activities                       -          8           337 
  Continuing operations                                     -        645             - 
  Proceeds from issue of shares                         (262)    (1,769)       (1,943) 
  Proceeds from borrowings 
  Payment of loan and finance lease obligations 
---------------------------------------------------  --------  ---------  ------------ 
Net cash flows used in financing activities             (262)    (1,116)       (1,606) 
---------------------------------------------------  --------  ---------  ------------ 
 Net (decrease)/increase in cash and cash 
  equivalents                                           (481)      (940)           258 
  Net foreign exchange difference                         (6)         35            43 
  Cash and cash equivalents at beginning 
   of period                                            2,591      2,290         2,290 
---------------------------------------------------  --------  ---------  ------------ 
Cash and cash equivalents at end 
 of period                                              2,104      1,385         2,591 
---------------------------------------------------  --------  ---------  ------------ 
 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

for the 6 months to 30 June 2012

Condensed consolidated statement of changes in equity for the 6 months to 30 June 2012

 
                                                                                       Foreign 
                           Issued      Share     Shares       Capital                 currency 
                            share    premium      to be    redemption     Merger   translation    Retained      Total 
                          capital    account     issued       reserve    reserve       reserve    earnings     equity 
                          GBP'000    GBP'000    GBP'000       GBP'000    GBP'000       GBP'000     GBP'000    GBP'000 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
 At 1 January 2012          3,098     36,497        100            24      1,521         (943)    (30,557)      9,740 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Share based payments            -          -          -             -          -             -          84         84 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Transactions with 
 owners                         -          -          -             -          -             -          84         84 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Profit attributable 
 to equity                      -                     -             -          -             -         197        197 
 shareholders                   -          -          -             -          -          (48)           -       (48) 
 Other comprehensive 
  loss: 
 Exchange differences 
  on 
 translating foreign 
  operations                               - 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Total comprehensive 
 income                         -          -          -             -          -          (48)         197        149 
At 30 June 2012             3,098     36,497        100            24      1,521         (991)    (30,276)      9,973 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
 

Condensed consolidated statement of changes in equity for the 6 months to 30 June 2011

 
                                                                                       Foreign 
                           Issued      Share     Shares       Capital                 currency 
                            share    premium      to be    redemption     Merger   translation    Retained      Total 
                          capital    account     issued       reserve    reserve       reserve    earnings     equity 
                          GBP'000    GBP'000    GBP'000       GBP'000    GBP'000       GBP'000     GBP'000    GBP'000 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
 At 1 January 2011          2,906     36,352        100            24      1,521       (1,001)    (29,795)     10,107 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Issue of ordinary 
 shares                        47          -          -             -          -             -           -         47 
 Exercise of share 
  options                       -          -          -             -          -             -        (39)       (39) 
 Share based payments           -          -          -             -          -             -         376        376 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Transactions with 
 owners                        47          -          -             -          -             -         337        384 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Loss attributable 
 to equity                      -                     -             -          -             -     (1,372)    (1,372) 
 shareholders                   -          -          -             -          -          (91)           -       (91) 
 Other comprehensive 
  loss: 
 Exchange differences 
  on 
 translating foreign 
  operations                               - 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Total comprehensive 
 loss                           -          -          -             -          -          (91)     (1,372)    (1,463) 
At 30 June 2011             2,953     36,352        100            24      1,521       (1,092)    (30,830)      9,028 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
 

Condensed consolidated statement of changes in equity for the 12 months to 31 December 2011

 
                                                                                       Foreign 
                           Issued      Share     Shares       Capital                 currency 
                            share    premium      to be    redemption     Merger   translation    Retained      Total 
                          capital    account     issued       reserve    reserve       reserve    earnings     equity 
                          GBP'000    GBP'000    GBP'000       GBP'000    GBP'000       GBP'000     GBP'000    GBP'000 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
 At 1 January 2011          2,906     36,352        100            24      1,521       (1,001)    (29,795)     10,107 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Issue of ordinary 
 shares                       192        145          -             -          -             -           -        337 
 Share based payments           -          -          -             -          -             -         506        506 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Transactions with 
 owners                       192        145          -             -          -             -         506        843 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Loss attributable 
 to equity                      -          -          -             -          -             -     (1,268)    (1,268) 
 shareholders                   -          -          -             -          -            58           -         58 
 Other comprehensive 
  income: 
 Exchange differences 
  on 
 translating foreign 
  operations 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
Total comprehensive 
 loss                           -          -          -             -          -            58     (1,268)    (1,210) 
At 31 December 2011         3,098     36,497        100            24      1,521         (943)    (30,557)      9,740 
----------------------  ---------  ---------  ---------  ------------  ---------  ------------  ----------  --------- 
 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

ACCOUNTS

for the 6 months to 30 June 2012

1. CORPORATE INFORMATION

Journey Group plc is a public limited company incorporated and domiciled in England & Wales. The Company's shares were publicly traded on the AIM market of the London Stock Exchange during the reporting period.

The comparative figures for the year ended 31 December 2011 were derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. Those accounts received an unqualified audit report, which did not contain statements under sections 498(2) or (3) (accounting records or returns inadequate, accounts not agreeing with records and returns or failure to obtain necessary information and explanations) of the Companies Act 2006. The interim results are unaudited.

The principal activities of the Group are described in Note 3.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

i. Basis of preparation

The accounting policies applied in preparing the interim results for the period ended 30 June 2012 are unchanged from those adopted in the financial statements for the year ended 31 December 2011.

ii. Statement of compliance

These interim consolidated financial statements are for the six months ended 30 June 2012. They have been prepared in accordance with IFRSs as adopted by the European Union and IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2011.

3. SEGMENTAL REPORTING

The Group is organised into two primary business segments, the US and Products Divisions. These reportable segments are the strategic divisions for which monthly financial information is provided to the Chief Operating Decision Maker.

The US Division is a supplier of catering to the domestic and international travel industry within the United States of America. The Products Division provides a broad range of travel supplies predominately to the international travel industry on a global basis.

Segmental assets include all operating assets used by a segment and consist principally of operating cash, receivables, prepayments, inventories, goodwill and property, plant and equipment, net of allowances and provisions. Where allocation across segments is not possible, they are classified as unallocated corporate assets.

Segmental information by business segment for 6 months to 30 June 2012

 
                                        US   Products      Total 
                                  Division   Division    GBP'000 
                                   GBP'000    GBP'000 
-------------------------------  ---------  ---------  --------- 
Revenue 
 Continuing operations 
Travel supplies and catering 
 services                            8,364     11,729     20,093 
-------------------------------  ---------  ---------  --------- 
 
Result 
 Continuing operations 
Segment result                         597        132        729 
-------------------------------  ---------  --------- 
Unallocated corporate expenses                             (299) 
Share based payments                                        (84) 
Operating profit                                             346 
Finance costs                                               (92) 
Income tax expense                                          (57) 
                                                       --------- 
Profit attributable to equity 
 shareholders                                                197 
                                                       --------- 
 
Other information 
Segment assets                       6,408      5,402     11,810 
Unallocated corporate assets                               4,147 
                                                       --------- 
Total assets                                              15,957 
                                                       --------- 
 

Segmental information by business segment for 6 months to 30 June 2011

 
                                           US   Products      Total 
                                     Division   Division    GBP'000 
                                      GBP'000    GBP'000 
----------------------------------  ---------  ---------  --------- 
Revenue 
 Continuing operations 
Travel supplies and catering 
 services                               7,298     12,821     20,119 
----------------------------------  ---------  ---------  --------- 
 
Result 
 Continuing operations 
Segment result                            431        176        607 
----------------------------------  ---------  --------- 
Unallocated corporate expenses                                (400) 
Share based payments                                          (376) 
Operating loss                                                (169) 
Finance costs                                                 (133) 
Income tax expense                                              (6) 
                                                          --------- 
Loss after tax from continuing 
 operations                                                   (308) 
 
  Discontinued operations 
Loss from discontinued operations                           (1,064) 
                                                          --------- 
Loss attributable to equity 
 shareholders                                               (1,372) 
                                                          --------- 
 
Other information 
Segment assets                          5,714      7,899     13,613 
Unallocated corporate assets                                  3,977 
                                                          --------- 
Total continuing operations                                  17,590 
Discontinued operations                                       1,637 
                                                          --------- 
Total assets                                                 19,227 
                                                          --------- 
 

Segmental information by business segment for 12 months to 31 December 2011

 
                                           US   Products      Total 
                                     Division   Division    GBP'000 
                                      GBP'000    GBP'000 
----------------------------------  ---------  ---------  --------- 
Revenue 
 Continuing operations 
Travel supplies and catering 
 services                              15,170     27,469     42,639 
----------------------------------  ---------  ---------  --------- 
 
Result 
 Continuing operations 
Segment result                            853        634      1,487 
----------------------------------  ---------  --------- 
Unallocated corporate expenses                                (829) 
Share based payments                                          (506) 
Operating profit                                                152 
Finance costs                                                 (289) 
Income tax expense                                             (59) 
                                                          --------- 
Loss after tax from continuing 
 operations                                                   (196) 
 
  Discontinued operations 
Loss from discontinued operations                           (1,072) 
                                                          --------- 
Loss attributable to equity 
 shareholders                                               (1,268) 
                                                          --------- 
 
Other information 
Segment assets                          6,051      5,229     11,280 
Unallocated corporate assets                                  4,987 
                                                          --------- 
Total assets                                                 16,267 
                                                          --------- 
 

4. EXPENSES

The reduction in the charge for share based payments to GBP84,000 from GBP376,000 in H1 2011 was due to the absence of the GBP292,000 charge in H1 2011 in respect of the prior period vesting under the management incentive scheme.

5. EARNINGS/(LOSS) PER SHARE

The basic earnings/(loss) per share from continuing and discontinued operations is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period. The basic earnings/(loss) per share from continuing operations is calculated by dividing the profit/(loss) after tax from continuing operations by the weighted average number of ordinary shares in issue during the period. The basic loss per share from discontinued operations is calculated by dividing the loss from discontinued operations by the weighted average number of ordinary shares in issue during the period.

The diluted earnings/(loss) per share is calculated using the same numerator with the denominator adjusted for the dilutive effects of share options and warrants.

The adjusted basic earnings per share uses the denominator described above with the numerator adjusted to remove the post tax impact of share based payments.

The following represents the profit/(loss) and share data used to calculate basic, diluted and adjusted earnings per share:

 
 Profit/(loss) table                        6 months to    6 months to     12 months 
                                           30 June 2012   30 June 2011            to 
                                                GBP'000        GBP'000   31 December 
                                                                                2011 
                                                                             GBP'000 
----------------------------------------  -------------  -------------  ------------ 
                                                    197        (1,372)       (1,268) 
 Profit/(loss) attributable to 
  equity shareholders                                 -          1,064         1,072 
  Loss from discontinued operations 
----------------------------------------  -------------  -------------  ------------ 
Profit/(loss) after tax from continuing 
 operations                                         197          (308)         (196) 
 Share based payments                                84            376           506 
----------------------------------------  -------------  -------------  ------------ 
Adjusted profit after tax from 
 continuing operations                              281             68           310 
----------------------------------------  -------------  -------------  ------------ 
 
 
 Weighted average number of shares        6 months    6 months to     12 months 
  in issue                                      to   30 June 2011            to 
                                           30 June                  31 December 
                                              2012                         2011 
------------------------------------  ------------  -------------  ------------ 
 Weighted average shares for basic 
  earnings/(loss) per share            309,780,243    291,141,279   298,203,887 
------------------------------------  ------------  -------------  ------------ 
Weighted average shares for diluted 
 earnings/(loss) per share             344,966,068    291,141,279   298,203,887 
------------------------------------  ------------  -------------  ------------ 
 
 
 Earnings/(loss) per share table         6 months to    6 months to     12 months 
                                        30 June 2012   30 June 2011            to 
                                               Pence          Pence   31 December 
                                                                             2011 
                                                                            Pence 
-------------------------------------  -------------  -------------  ------------ 
 Basic earnings/(loss) per share                0.06         (0.47)        (0.43) 
  From continuing and discontinued              0.06         (0.11)        (0.07) 
   operations 
  From continuing operations                    0.09           0.02          0.10 
  Adjusted from continuing operations           0.06         (0.47)        (0.43) 
  Diluted earnings/(loss) per share             0.06         (0.11)        (0.07) 
  From continuing and discontinued              0.08           0.02          0.10 
   operations 
  From continuing operations 
  Adjusted from continuing operations 
-------------------------------------  -------------  -------------  ------------ 
 

6. FINANCE COSTS

 
                          6 months to    6 months to     12 months 
                         30 June 2012   30 June 2011            to 
                              GBP'000        GBP'000   31 December 
                                                              2011 
                                                           GBP'000 
----------------------  -------------  -------------  ------------ 
 Loans and overdrafts              55             86           157 
  Finance leases                   20             44           132 
  Other interest                   17              3             - 
----------------------  -------------  -------------  ------------ 
Total finance costs                92            133           289 
----------------------  -------------  -------------  ------------ 
 

7. PROPERTY, PLANT AND EQUIPMENT

During the period plant and equipment has been purchased amounting to GBP131,000 (6 months to 30 June 2011: GBP73,000). There were no asset disposals in the reporting period. Capital commitments contracted for but not provided for at 30 June 2012 amounted to GBPnil (30 June 2011: GBPnil).

8. NET FUNDS

 
                                      30 June 2012   30 June  31 December 
                                           GBP'000      2011         2011 
                                                     GBP'000      GBP'000 
------------------------------------  ------------  --------  ----------- 
 Cash and short term deposits                2,104     1,385        2,591 
------------------------------------  ------------  --------  ----------- 
 Current interest bearing loans and 
  borrowings:                                (274)     (534)        (524) 
  Finance leases                                 -     (645)            - 
  Bank overdraft and sales finance 
   liability 
------------------------------------  ------------  --------  ----------- 
                                             (274)   (1,179)        (524) 
------------------------------------  ------------  --------  ----------- 
 Non-current interest bearing loans 
  and borrowings: 
  Finance leases                                 -     (176)         (12) 
------------------------------------  ------------  --------  ----------- 
 
  Net funds                                  1,830        30        2,055 
------------------------------------  ------------  --------  ----------- 
 

9. SUBSEQUENT EVENT

Subsequent to 30 June 2012, the Company completed a reduction of capital under which its share premium account amounting to GBP36,497,000 and capital redemption reserve amounting to GBP24,000 were cancelled. The total amount cancelled of GBP36,521,000 after deducting the Company's deficit on retained earnings has been transferred to a special non-distributable reserve.

10. INTERIM REPORT

The Interim Report will be posted to all shareholders shortly and, in accordance with AIM Rules 20 and 26, copies of the Interim Report will be available at the Company's website www.journeygroup.plc.uk.

INDEPENDENT REVIEW REPORT TO JOURNEY GROUP PLC

Introduction

We have reviewed the condensed set of financial statements in the half yearly financial report of Journey Group plc for the six months ended 30 June 2012 which comprises the condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated balance sheet, condensed consolidated cash flow statement, condensed consolidated statement of changes in equity and notes 1 to 9. We have read the other information contained in the half yearly financial report which comprises only the Executive Chairman's Letter to Shareholders and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. Our review work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, for our review work, for this report, or for the conclusion we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the interim report in accordance with the AIM Rules.

As disclosed in Note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.

Our responsibility

Our responsibility is to express a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union, and the AIM Rules.

GRANT THORNTON UK LLP

REGISTERED AUDITORS

CHARTERED ACCOUNTANTS

LONDON

This information is provided by RNS

The company news service from the London Stock Exchange

END

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