Energiser Investments plc
Consolidated unaudited half-yearly financial report for the period ended 30 June 2016
Interim Chairman's Statement
I am delighted to report on the Group's Interim results for the six months to 30 June 2016.
I reported in the year end December 2015 report that we are consolidating our focus into the property sector and welcomed Dominic White to the Board as a Non-executive Director. I am pleased to say that we have made exciting progress on a number of property transactions and expect to announce our next investment in the coming months.
Given the additional work that sourcing, negotiating, closing and managing new investments brings, we are pleased to announce that Dominic has accepted an executive position at Energiser and is now the Chief Executive Officer. He will drive the growth of the company going forwards. We're excited by the pipeline of opportunities already under consideration and look forwards to a busy and successful period for the company.
Results
Energiser continues to hold the 20 residential properties at Wellingborough. The gross rental income from the portfolio was £77,000 (2015: £72,000), an increase of 5% over the previous year. The net rental income, after relevant operating costs, was £60,000 (2015: £54,000).
Energiser's administrative expenses have increased to £35,000 (2015: £25,000) for the half year.
The loss before taxation was £161,000 (2015 profit: £20,000) with a loss per share of 0.32p (2015: profit 0.04p). We have further profit to realise from the mezzanine financing for the development at Kingswood Park, Surrey but under accounting rules we cannot recognise these profits in the profit and loss account until the last unit has been sold.
Net assets have decreased to £340,000 (2015: £422,000) primarily due to higher than expected finance costs. These were incurred as the term of our borrowing facilities had to be increased as a result of delays in the repayment of the mezzanine loan by the housebuilder referred to below. This results in a net asset value per share of 0.78p (2015: 0.96p).
The Directors do not recommend the payment of a dividend.
Operations
The 20 residential properties in Wellingborough, Northants, have maintained their high historic occupational level at more than 96% average occupancy over the period. We will carefully consider whether the capital currently allocated to these assets can be better deployed into more dynamic investments in the coming six months.
Our investment in the development of 12 residential properties in Kingswood Park, Surrey by a housebuilder is almost complete. The investment is by way of mezzanine funding to the housebuilder. 11 of the 12 properties have been sold and legally completed. The senior lender on this development has been repaid in full. The Group is expecting to receive all its priority return of £785,000.
The Group has continued to fully provide against its investment in EiRx Therapeutics plc, which was placed in creditors' voluntary liquidation.
The company has launched an updated web site at www.energiserinvestments.co.uk as a tool for investors and potential partners to understand more about our future focus and historic transactions.
Outlook
Energiser's strategy as an Investment Company is to invest, directly or indirectly, in quoted and unquoted companies in the property sector to achieve capital growth in the mediumterm.
The Group's investment tactics are to focus on the European property sector and it currently holds investment properties, acquired by way of its principal activity: it has invested directly in residential property development by way of both equity stakes and high yield short term lending. The Company does not have a specific policy in relation to gearing its investments but recognises that the nature of its investment sector lends itself well to geared investments.
Energiser will continue to focus on direct investment in the equity and debt capital of property assets. It will also look to increase its exposure to property by investing in property operating companies such as serviced-residential, serviced-storage or serviced-leisure that combine an interest in a property portfolio with an over-riding operating business. We believe that the diversified revenue streams available from certain property operating businesses are an exciting and innovative way to drive growth and shareholder value.
With so much activity in progress at Energiser, I look forwards to our next update in 2017.
Stephen Wicks
Chairman
29 September 2016
For further information contact:
Energiser Investments plc Nishith Malde +44 (0) 1494 762450
Cairn Financial Advisers LLP Jo Turner/ Sandy Jamieson +44 (0) 20 7148 7900
Group statement of comprehensive income
|
|
Unaudited 6 months to 30 June 2016 |
Unaudited 6 months to 30 June 2015 |
Audited year to 31 December 2015 |
|
Note |
£'000 |
£'000 |
£'000 |
Continuing operations |
|
|
|
|
Revenue arising in the course of ordinary activities |
|
77 |
72 |
154 |
Cost of sales |
|
(17) |
(18) |
(34) |
Gross profit |
|
60 |
54 |
120 |
Administrative expenses |
|
(35) |
(25) |
(50) |
Revaluation of investment properties |
|
- |
158 |
102 |
Operating profit |
5 |
25 |
187 |
172 |
Finance costs |
|
(193) |
(173) |
(358) |
Finance income |
|
7 |
6 |
19 |
(Loss)/profit before taxation |
5 |
(161) |
20 |
(167) |
Taxation |
|
- |
- |
- |
Profit/(loss) for the period attributable to shareholders of the Company |
|
(161) |
20 |
(167) |
Other comprehensive income - fair value adjustment to the profit on mezzanine funding arrangement |
|
155 |
(248) |
(16) |
Related deferred taxation |
|
(73) |
52 |
4 |
Other comprehensive income for the period, net of tax |
|
82 |
(196) |
(12) |
Total comprehensive income |
|
(79) |
(176) |
(179) |
(Loss)/earnings per share |
|
|
|
|
Basic and diluted (loss)/earnings per share from total and continuing operations |
4
|
(0.32)p |
0.04p |
(0.38)p |
Diluted earnings per share is taken as equal to basic earnings per share as the Group's average share price during the period is lower than the exercise price and therefore the effect of including share options is anti-dilutive.
Group statement of financial position
|
|
Unaudited as at 30 June 2016 |
Unaudited as at 30 June 2015 |
Audited as at 31 December 2015 |
|
Note |
£'000 |
£'000 |
£'000 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Investment property |
6 |
2,844 |
2,900 |
2,844 |
Financial assets at fair value through profit and loss |
|
- |
1 |
- |
|
|
2,844 |
2,901 |
2,844 |
Current assets |
|
|
|
|
Trade and other receivables |
|
21 |
16 |
38 |
Available-for-sale financial assets |
|
654 |
3,144 |
3,977 |
Cash and cash equivalents |
|
39 |
5 |
218 |
|
|
714 |
3,165 |
4,233 |
Total assets |
|
3,558 |
6,066 |
7,077 |
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
791 |
722 |
866 |
Short term borrowings |
|
946 |
4,828 |
4,318 |
Deferred tax |
|
165 |
92 |
140 |
|
|
1,902 |
5,642 |
5,324 |
Non-current liabilities |
|
|
|
|
Long term borrowings |
|
1,316 |
- |
1.334 |
Financial liabilities held at fair value through profit or loss |
|
- |
2 |
- |
|
|
1,316 |
2 |
1,334 |
Total liabilities |
|
3,218 |
5,644 |
6,658 |
Net assets |
|
340 |
422 |
419 |
EQUITY |
|
|
|
|
Share capital |
|
2,312 |
2,312 |
2,312 |
Share premium account |
|
5,747 |
5,747 |
5,747 |
Convertible loan |
|
88 |
88 |
88 |
Merger reserve |
|
1,012 |
1,012 |
1,012 |
Revaluation reserve |
|
610 |
344 |
528 |
Retained earnings |
|
(9,429) |
(9,081) |
(9,268) |
Total equity |
|
340 |
422 |
419 |
Group statement of changes in equity
|
|
Share |
|
|
|
|
|
|
Share |
premium |
Convertible |
Merger |
Revaluation |
Retained |
Total |
|
capital |
account |
loan |
reserve |
reserve |
earnings |
equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 January 2015 |
2,312 |
5,747 |
88 |
1,012 |
540 |
(9,101) |
598 |
Total comprehensive income |
- |
- |
- |
- |
(196) |
20 |
(176) |
Balance at 30 June 2015 |
2,312 |
5,747 |
88 |
1,012 |
344 |
(9,081) |
422 |
Total comprehensive income |
- |
- |
- |
- |
184 |
(187) |
(3) |
Balance at 31 December 2015 |
2,312 |
5,747 |
88 |
1,012 |
528 |
(9,268) |
419 |
Total comprehensive income |
- |
- |
- |
- |
82 |
(161) |
(79) |
Balance at 30 June 2016 |
2,312 |
5,747 |
88 |
1,012 |
610 |
(9,429) |
340 |
Group statement of cash flows
|
Unaudited 6 months to 30 June 2016 |
Unaudited 6 months to 30 June 2015 |
Audited year to 31 December 2015 |
|
£'000 |
£'000 |
£'000 |
Cash flows from operating activities |
|
|
|
Profit/(loss) before and after taxation |
(161) |
20 |
(167) |
Adjustments for: |
|
|
|
Interest expense |
170 |
173 |
358 |
Interest Income |
- |
- |
(11) |
Fair value adjustment on financial liabilities recognised in profit or loss |
- |
(6) |
(8) |
Fair value adjustment on investment properties |
- |
(158) |
(102) |
Changes in working capital: |
|
|
|
- (Increase)/decrease in trade and other receivables |
17 |
(6) |
(13) |
- Increase/(decrease) in trade payables |
(75) |
9 |
35 |
Net cash generated by operating activities |
(49) |
32 |
92 |
Cash flows from investing activities |
|
|
|
Mezzanine finance facility repaid/(issued) |
3.305 |
(49) |
(650) |
Net cash used in investing activities |
3,305 |
(49) |
(650) |
Cash flows from financing activities |
|
|
|
Proceeds from borrowings |
- |
54 |
2,064 |
Re-payment of borrowings |
(3,372) |
(20) |
(1,206) |
Interest paid |
(63) |
(25) |
(95) |
Net cash (used)/generated by financing activities |
(3,435) |
9 |
763 |
Net (decrease)/increase in cash and cash equivalents |
(179) |
(8) |
205 |
Cash and cash equivalents at beginning of period |
218 |
13 |
13 |
Cash and cash equivalents at end of period |
39 |
5 |
218 |
1. Nature of operations and general information
The principal activity of the Group is as an investment company investing in quoted and unquoted companies to achieve capital growth. The Group also holds a property development acquired by way of its principal activity. The properties are held for sale with rental income arising from short term lets.
Energiser Investments plc is the Group's ultimate parent company. It is incorporated and domiciled in Great Britain. The address of Energiser Investments plc's registered office, which is also its principal place of business, is 417 Finchley Road, London, NW3 6HJ.
Energiser Investments plc's shares are quoted on AIM, a market operated by the London Stock Exchange. The consolidated half-yearly financial report has been approved for issue by the Board of Directors on 30 September 2016.
The financial information set out in this half-yearly financial report does not constitute statutory accounts as defined in Sections 434(3) and 435(3) of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2015 have been filed with the Registrar of Companies and are available at www.energiserinvestments.co.uk. The auditor's report on those financial statements was unqualified and did not contain any statement under Section 498(2) or Section 498(3) of the Companies Act 2006.
2. Basis of preparation
This consolidated half-yearly financial report has been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting.
The consolidated half-yearly financial report should be read in conjunction with the annual financial statements for the year ended 31 December 2015, which have been prepared in accordance with IFRS as adopted by the European Union.
3. Accounting policies
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2015, as described in those financial statements other than that stated below:
Critical judgements in applying the accounting policies
Key sources of estimation uncertainty
Fair value of profit on mezzanine funding arrangement
The fair value of the mezzanine funding arrangement includes estimates as to the timing and value of future cash flows and the underlying profitability of the development. The estimates are formed based on information provided by the developer. The Group believes that the directors' knowledge and experience in the sector means they are well placed to critically assess this information and to make conclusions as appropriate.
4. Earnings/(loss) per ordinary share
The earnings/(loss) per ordinary share is based on the weighted average number of ordinary shares in issue during the period of 43,787,956 ordinary shares of 0.1p (2015: 43,787,956 ordinary shares of 0.1p) and the following figures:
|
Unaudited 6 months to 30 June 2016 |
Unaudited 6 months to 30 June 2015 |
Audited year to 31 December 2015 |
Profit/(loss) attributable to equity shareholders £'000 |
(161) |
20 |
(167) |
Earnings/(loss) per ordinary share |
(0.32)p |
0.04p |
(0.38)p |
Diluted earnings per share is taken as equal to basic earnings per share as the Group's average share price during the period is lower than the exercise price and therefore the effect of including share options is anti-dilutive.
5. Income and segmental analysis
|
Unaudited 6 months to 30 June 2016 |
Unaudited 6 months to 30 June 2015 |
Audited year to 31 December 2015 |
|
£'000 |
£'000 |
£'000 |
Segment result |
|
|
|
Investment activities: |
|
|
|
Change in fair value of investments |
- |
- |
(1) |
Administrative expenses |
(34) |
(24) |
(48) |
|
(34) |
(24) |
(49) |
Rental activities: |
|
|
|
Rental income |
60 |
54 |
121 |
Administrative expenses |
(1) |
(1) |
(2) |
Fair value adjustment on investment property |
- |
158 |
102 |
|
59 |
211 |
221 |
Operating profit |
25 |
187 |
172 |
Finance Income |
- |
- |
11 |
Finance costs |
(193) |
(173) |
(358) |
Fair value adjustment on interest rate swap |
7 |
6 |
8 |
Earnings/(loss) before tax |
(161) |
20 |
(167) |
|
Unaudited as at 30 June 2016 |
Unaudited as at 30 June 2015 |
Audited as at 31 December 2015 |
|
£'000 |
£'000 |
£'000 |
Segment assets |
|
|
|
Investment activities: |
|
|
|
Non-current assets |
-- |
1 |
-- |
Current assets |
45 |
10 |
3 |
|
45 |
11 |
3 |
Rental: |
|
|
|
Non - current assets - investment property |
2,844 |
2,900 |
2,844 |
Current assets - other |
15 |
11 |
253 |
|
2,859 |
2,911 |
3,097 |
Mezzanine funding arrangement: |
|
|
|
Current assets |
654 |
3,144 |
3,977 |
|
654 |
3,144 |
3,977 |
Total assets |
3,558 |
6,066 |
7,077 |
Segment liabilities |
|
|
|
Investment activities: |
|
|
|
Current liabilities |
791 |
722 |
1,053 |
|
791 |
722 |
1,053 |
Rental: |
|
|
|
Current liabilities |
946 |
- |
999 |
Non-current liabilities |
1,316 |
2 |
1,334 |
|
2.262 |
2 |
2,333 |
Other: |
|
|
|
Current liabilities - other loan |
-- |
4,828 |
3,132 |
Current liabilities - deferred tax on fair value adjustment |
165 |
92 |
140 |
|
165 |
4,920 |
3,272 |
Total liabilities |
3,218 |
5,644 |
6,658 |
Total assets less total liabilities |
340 |
422 |
419 |
The activity of both the investments and rentals arose wholly in the United Kingdom. No single customer accounts for more than 10% of revenue.
6. Investment property
|
Investment Property £'000 |
Cost or fair value |
|
At 1 July 2015 |
2,900 |
Fair value adjustment |
(56) |
At 31 December 2015 |
2,844 |
Fair value adjustment |
- |
At 30 June 2016 |
2,844 |