11 September 2008
LMS Capital plc
Interim Results for the six months to 30 June 2008
and appointment of Nominated Adviser and Joint Broker
The Board of LMS Capital plc, ("LMS Capital" or "the Company"), is pleased to announce the Company's interim results for the six months to 30 June 2008.
Financial highlights
110p Net Asset Value per share (31 December 2007: 101p) an increase of 9%
Net Asset Value rose to £308.4 million (31 December 2007: £289.0 million)
Net realised gains on investments were £15.5 million (six months ended 30 June 2007: net gains of £2.4 million)
Profit for the period was £22.8 million (six months ended 30 June 2007: £7.6 million)
Operational highlights:
Successful sale of Energy Cranes in March 2008 for an enterprise value of £142 million with net proceeds to the Company of £83 million in cash
AssetHouse Technology sold in June 2008
Cityspace acquired Kizoom Limited in May 2008
Robert Rayne, Chief Executive Officer of LMS Capital, said:
"Against the background of difficult market conditions in the first half of 2008 the Company has achieved a very satisfactory financial result for the period. The highlight of the first six months was the successful sale of Energy Cranes which resulted in a realised gain of £17.9 million. The Company's investment strategy of risk diversification in its investment portfolio has resulted in a 9% increase in net asset value per share compared to the end of 2007. Looking ahead, we continue to see new investment opportunities and our available liquid resources mean that we are well placed to take advantage of these."
Appointment of Nominated Adviser and Joint Broker
The Company announces that it has appointed JP Morgan Cazenove Limited as its Nominated Adviser with effect from today and, along with JPMorgan Cazenove Limited, Winterflood Securities Limited has been appointed as joint broker.
For further information please contact:
LMS Capital plc Robert Rayne, Chief Executive Officer Martin Pexton, Managing Director Tony Sweet, Chief Financial Officer |
020 7935 3555 |
JP Morgan Cazenove Limited Michael Wentworth-Stanley |
020 7588 2828 |
Brunswick Group LLP Simon Sporborg Leonora Burtenshaw |
020 7404 5959 |
About LMS Capital
LMS Capital plc is an independent investment company whose shares are traded on AIM. The investment portfolio comprises investments in both the US and UK, with a spread of early stage and second round technology investments, development capital and mature company buy-outs.
Half year review 2008
In the six months to 30 June 2008 net asset value rose to £308.4m or 110p per share from £289m or 101p per share in December 2007. During this period the FTSE All-Share index fell by 12%.
LMS Capital maintains its objective of producing high rates of return though a risk diversified portfolio. This diversification is achieved through geographical spread, primarily the US and UK, and through investment in assets of varying maturities. The major focus is in small to medium sized companies in our preferred areas of energy, applied technology, media & leisure, medical & healthcare and real estate. 90% of investment is focused in development, growth and post IPO companies.
The Company is differentiated from other groups by the almost exclusive use of its own balance sheet. As it is not a manager of third party funds it is not constrained by the typical three to four year investment period with a similar liquidation period. Our holding periods are determined by the period necessary to optimise shareholders' returns.
Results
The interim financial information includes the consolidation of portfolio companies which are also subsidiaries ("portfolio subsidiaries"). Note 2 to the financial information shows the results and net assets of the investment management business separate from the results and net assets of the portfolio subsidiaries.
Investment management
Net Asset Value at 30 June 2008 was £308.4 million, an increase of £19.4 million since 31 December 2007. The Net Asset Value per share was 110p (31 December 2007 - 101p). The return on the investment portfolio for the six months ended 30 June 2008 was £25.8 million as follows:
|
|
Six months ended |
Six months ended |
Year ended |
|
|
30 June 2008 |
30 June 2007 |
31 December 2007 |
Gains/(losses) |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Realised |
|
|
|
|
Quoted securities |
|
759 |
924 |
2,910 |
Unquoted securities |
|
14,271 |
- |
- |
Funds |
|
503 |
1,440 |
3,794 |
|
|
15,533 |
2,364 |
6,704 |
Unrealised |
|
|
|
|
Quoted securities |
|
13,893 |
4,138 |
8,240 |
Unquoted securities |
|
(7,824) |
(293) |
15,374 |
Funds |
|
4,213 |
4,398 |
6,421 |
|
|
10,282 |
8,243 |
30,035 |
|
|
|
|
|
Total |
|
25,815 |
10,607 |
36,739 |
On 31 March 2008 we sold our entire interest in Energy Cranes International Limited to a management buyout team backed by Close Brothers Private Equity. This transaction placed an enterprise value on the business of £142 million and the net proceeds to LMS Capital were £82.9 million in cash resulting in a realised gain (over 31 December 2007 book value) of £17.9 million. The Company's return on equity from its investment in Energy Cranes was in excess of 4.5 times, giving an internal rate of return of approximately 40%.
Following a strategic review of AssetHouse Technologies Limited we concluded that the development potential of the company would only be realised if it were part of a larger group operating in its business sector. Consequently in June 2008 we sold our interest in the company to Amino Technologies plc for £1.4m on a debt-free basis, payable in cash. Net cash proceeds were £0.7 million and the realised loss on sale was £3.7 million.
The unrealised gains on quoted securities reflect principally the strong performance during the first half of the year of stocks in the energy sector and much of this amount arises on our holding of Weatherford International. The write down of £7.8 million on unquoted investments reflects our present approach to valuations in this very unstable investment market.
Additions to the investment portfolio in the first six months of 2008 were £22.3 million, including fund calls of £7.4 million and follow on investments of £10.0 million, principally to meet the operating cash requirements of those businesses.
Fund calls include £2.0 million to San Francisco Equity Partners representing our share of its investment in Yes To Inc, an Israel-based consumer products company that owns the Yes To Carrots line of natural personal-care products, with multinational distribution.
Follow on investments include £1.9 million of acquisition finance made available to Cityspace Limited to fund its purchase of Kizoom Limited, a market leader in delivering real-time transport information to the internet and mobile devices.
New investments include positions in Gulfmark Offshore, Inc for £1.5 million. Gulfmark provides marine services to companies involved in offshore exploration and production of oil and natural gas; it is listed on the New York Stock Exchange. We also purchased an interest in Pims Group, a private UK company, for £2.5 million. Pims designs and installs pumping systems for domestic and commercial sewage and storm water. It also provides maintenance services for such systems. This is a co-investment with Inflexion 2006 Buyout Fund.
Details of our twenty largest investments by valuation at 30 June 2008 are set out on page 4.
Portfolio subsidiaries
The portfolio subsidiaries included in the interim financial information made satisfactory progress during the first half of 2008. Our software and related services businesses continue to see increasing interest in their products although the difficult economic conditions have impacted the conversion of the resulting opportunities to revenues. Offshore Tool and Energy Corporation, our specialist manufacturing business, had a disappointing start to 2008 although recent months have seen an improvement in revenue performance.
The results of Energy Cranes and AssetHouse Technology are included within discontinued operations.
Share capital
On 13 June 2008 the Company bought back 5.5 million of its ordinary shares at an average price of £0.725 per share. These shares were subsequently cancelled and the current number of ordinary shares in issue is 280,929,228.
Your Board regularly reviews the possibility of purchasing shares in the market and the Directors will use such authority if they believe, at the relevant time, that it is in the best interests of the shareholders.
Outlook
Despite the uncertain economic environment we are seeing a continuing inflow of new investment opportunities. Our available liquid resources mean that we are well placed to take advantage of these.
The Company has a broadly-based, risk-diversified portfolio of investments and your Board is confident that the Company's strategy will result in strong medium to long-term growth in shareholder value.
Jonathan Agnew Robert A Rayne
Chairman Chief Executive Officer
11 September 2008
LMS Capital plc
Top 20 investments by valuation - 30 June 2008
Name |
Country |
Activity |
Book value |
Book value |
|
|
|
30 June 2008 |
31 December 2007 |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
Weatherford International Ltd |
US |
Oilfield services |
40,278 |
28,349 |
San Francisco Equity Partners |
US |
Technology, media and retail |
26,398 |
21,731 |
ProStrakan Group plc |
UK |
Specialty pharmaceuticals |
13,993 |
11,705 |
Cityspace Limited |
UK |
Urban information networks |
12,902 |
12,902 |
Brockton Capital Fund I L.L.P. |
UK |
Real estate opportunity fund |
11,668 |
11,668 |
Chyron Corporation |
US |
Media technology |
7,854 |
7,303 |
Rave Reviews Cinemas |
US |
Cinema operator |
7,131 |
7,253 |
Wesupply Limited |
UK |
Supply chain execution management software |
6,675 |
6,650 |
Inflexion 2003 Buyout Fund |
UK |
Mid-market buyouts |
6,093 |
3,666 |
Spectrum Equity Investors IV L.P. |
US |
Communications and IT |
5,678 |
6,044 |
Amadeus Capital Partners II L.P. |
UK |
Early state technology |
4,696 |
5,634 |
Venture Production plc |
UK |
Acquires, operates and revitalises stranded oil and gas assets |
4,345 |
1,980 |
Boston Ventures L.P. VI |
US |
Media and leisure investment fund |
4,107 |
4,749 |
BJ Services Company |
US |
Oil and gas field services |
4,011 |
3,056 |
Entuity Limited |
UK |
Network management software |
4,000 |
4,000 |
CopperEye Limited |
UK |
Indexing technology software |
4,000 |
4,000 |
Vio Worldwide Limited |
UK |
Digital workflow |
4,000 |
7,000 |
EMAC Illyrian Land Fund II |
UK |
Real estate fund focused on Eastern Europe |
3,956 |
2,751 |
Elateral Limited |
UK |
Marketing software |
3,500 |
1,500 |
Boston Ventures L.P. V |
US |
Media, publishing, communications and leisure investment fund |
3,110 |
3,389 |
|
|
|
|
|
Consolidated income statement
|
|
Notes |
Six months ended 30 June 2008 £'000 |
Six months ended 30 June 2007 £'000 |
Year ended 31 December 2007 £'000 |
|
|
|
|
Restated |
Restated |
Continuing operations |
|
|
|
|
|
Revenue from sales of goods and services |
|
2 |
8,245 |
6,095 |
15,541 |
Gains and losses on investments |
|
|
15,916 |
10,178 |
10,899 |
Interest income |
|
|
631 |
548 |
825 |
Investment and other income |
|
|
606 |
26 |
507 |
|
|
|
25,398 |
16,847 |
27,772 |
Operating expenses |
|
|
(16,310) |
(10,592) |
(28,810) |
Profit/(loss) before finance costs |
|
|
9,088 |
6,255 |
(1,038) |
Finance costs |
|
|
(54) |
(245) |
(75) |
Profit/(loss) before tax |
|
|
9,034 |
6,010 |
(1,113) |
Taxation |
|
|
(156) |
(94) |
(387) |
Profit/(loss) from continuing operations |
|
|
8,878 |
5,916 |
(1,500) |
Discontinued operations |
|
|
|
|
|
Profit from discontinued operations (net of taxation) |
|
3 |
50,755 |
1,470 |
1,108 |
Profit/(loss) for the period |
|
|
59,633 |
7,386 |
(392) |
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
Equity holders of the parent |
|
|
59,744 |
7,127 |
(529) |
Minority interests |
|
|
(111) |
259 |
137 |
|
|
|
59,633 |
7,386 |
(392) |
|
|
|
|
|
|
Basic earnings/(loss) per ordinary share |
|
4 |
20.9p |
2.5p |
(0.2)p |
Diluted earnings per ordinary share |
|
4 |
20.6p |
2.5p |
- |
|
|
|
|
|
|
Continuing operations |
|
|
|
|
|
Basic earnings/(loss) per ordinary share |
|
4 |
3.1p |
2.0p |
(0.5)p |
Diluted earnings per ordinary share |
|
4 |
3.1p |
2.0p |
- |
The notes on pages 10 to 20 form part of these financial statements.
Consolidated balance sheet
|
|
30 June 2008 |
30 June 2007 |
31 December 2007 |
|
|
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
2,844 |
13,417 |
14,255 |
Intangible assets |
|
32,830 |
42,327 |
71,257 |
Investments |
|
208,993 |
201,329 |
183,512 |
Other long term assets |
|
44 |
77 |
197 |
Non-current assets |
|
244,711 |
257,150 |
269,221 |
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
|
402 |
4,616 |
5,738 |
Operating and other receivables |
|
8,285 |
37,253 |
46,299 |
Cash and cash equivalents |
|
70,283 |
13,122 |
14,548 |
Current assets |
|
78,970 |
54,991 |
66,585 |
|
|
|
|
|
Total assets |
|
323,681 |
312,141 |
335,806 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Bank overdrafts |
|
(10) |
(6) |
(285) |
Interest-bearing loans and borrowings |
|
(1,438) |
- |
(7,842) |
Operating and other payables |
|
(5,337) |
(22,444) |
(29,891) |
Deferred income |
|
(2,830) |
(2,251) |
(2,199) |
Current tax liabilities |
|
- |
- |
(601) |
Current liabilities |
|
(9,615) |
(24,701) |
(40,818) |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Interest-bearing loans and borrowings |
|
(1,007) |
(28,006) |
(36,576) |
Deferred income |
|
(2,486) |
(861) |
(2,582) |
Deferred tax liabilities |
|
(339) |
(31) |
- |
Provisions |
|
- |
- |
(1,384) |
Non-current liabilities |
|
(3,832) |
(28,898) |
(40,542) |
|
|
|
|
|
Total liabilities |
|
(13,447) |
(53,599) |
(81,360) |
|
|
|
|
|
Net assets |
|
310,234 |
258,542 |
254,446 |
|
|
|
|
|
Equity |
|
|
|
|
Share capital |
|
28,093 |
28,643 |
28,643 |
Capital redemption reserve |
|
4,807 |
4,257 |
4,257 |
Merger reserve |
|
84,083 |
84,083 |
84,083 |
Foreign exchange translation reserve |
|
(263) |
(980) |
(867) |
Retained earnings |
|
192,710 |
137,963 |
133,047 |
Equity attributable to owners of the parent |
|
309,430 |
253,966 |
249,163 |
Minority interest |
|
804 |
4,576 |
5,283 |
Total Equity |
|
310,234 |
258,542 |
254,446 |
The financial statements on pages 6 to 20 were approved by the Board on 11 September 2008 and were signed on its behalf by:
RA Rayne
Director
The notes on pages 10 to 20 form part of these financial statements.
Consolidated statement of
recognised income and expense
|
Six months ended 30 June 2008 £'000 |
Six months ended 30 June 2007 £'000 |
Year ended 31 December 2007 £'000 |
|
|
|
|
Exchange differences on translation of foreign operations |
(392) |
(80) |
56 |
Net (loss)/income recognised directly in equity |
(392) |
(80) |
56 |
Profit/(loss) for the period |
59,633 |
7,386 |
(392) |
Total recognised income and expense |
59,241 |
7,306 |
(336) |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
59,352 |
7,074 |
(469) |
Minority interests |
(111) |
232 |
133 |
|
59,241 |
7,306 |
(336) |
The notes on pages 10 to 20 form part of these financial statements.
Consolidated cash flow statement
|
Notes
|
Six months ended
30 June 2008
£’000
|
Six months ended
30 June 2007
£’000
|
Year ended
31 December 2007
£'000
|
Cash flows from operating activities
|
|
|
|
|
Profit/(loss) for the period
|
|
59,633
|
7,386
|
(392)
|
Adjustments for:
|
|
|
|
|
Depreciation
|
|
587
|
942
|
2,190
|
Gains on investments
|
|
(15,916)
|
(10,178)
|
(10,899)
|
Gain on discontinued operations, net of income tax
|
|
(49,436)
|
-
|
-
|
Translation differences
|
|
(378)
|
299
|
53
|
Share based payments
|
|
568
|
288
|
3,522
|
Finance costs
|
|
54
|
820
|
2,445
|
Interest income
|
|
(631)
|
(548)
|
(918)
|
Income tax expense
|
|
156
|
1,048
|
3,055
|
|
|
(5,363)
|
57
|
(944)
|
Change in inventories
|
|
(9,990)
|
3,779
|
4,224
|
Change in trade and other receivables
|
|
13,456
|
(5,718)
|
(12,183)
|
Change in trade and other payables
|
|
(7,268)
|
(3,952)
|
1,977
|
|
|
(9,165)
|
(5,834)
|
(6,926)
|
Interest paid
|
|
-
|
(820)
|
(2,445)
|
Income tax paid
|
|
-
|
(1,371)
|
(2,997)
|
Net cash used in operating activities
|
|
(9,165)
|
(8,025)
|
(12,368)
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Interest received
|
|
631
|
548
|
918
|
Acquisition of property, plant and equipment
|
|
(1,389)
|
(1,924)
|
(4,764)
|
Proceeds from disposals of property, plant and equipment
|
|
2
|
-
|
2,757
|
Disposal of discontinued operations, net of cash disposed of
|
3
|
80,543
|
-
|
-
|
Acquisition of investments
|
|
(17,758)
|
(28,066)
|
(54,671)
|
Acquisition of subsidiaries
|
|
(1,500)
|
(1,610)
|
(12,388)
|
Proceeds from sale of investments
|
|
7,247
|
20,675
|
46,849
|
Net cash from/(used in) investing activities
|
|
67,776
|
(10,377)
|
(21,299)
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Repurchase of own shares
|
|
(4,021)
|
-
|
-
|
Drawdown of interest bearing loans
|
|
1,474
|
1,952
|
18,364
|
Interest paid
|
|
(54)
|
-
|
-
|
Net cash from financing activities
|
|
(2,601)
|
1,952
|
18,364
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
56,010
|
(16,450)
|
(15,303)
|
Cash and cash equivalents at the beginning of the period
|
|
14,263
|
29,566
|
29,566
|
Cash and cash equivalents at the end of the period
|
|
70,273
|
13,116
|
14,263
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents above comprise
|
|
|
|
|
Cash and cash equivalents
|
|
70,283
|
13,122
|
14,548
|
Bank overdrafts
|
|
(10)
|
(6)
|
(285)
|
Cash and cash equivalents at the end of the period
|
|
70,273
|
13,116
|
14,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 10 to 20 form part of these financial statements.
Notes to the financial information
1. Principal accounting policies
Reporting entity
LMS Capital plc ("the Company") is domiciled in the United Kingdom. These financial statements are presented in pounds sterling because that is the currency of the principal economic environment of the Company's operations. The consolidated financial statements of the Company for the six months ended 30 June 2008 comprise the Company and its subsidiaries (together "the Group").
The Company was formed on 17 March 2006 and commenced operations on 9 June 2006 when it received the demerged investment division of London Merchant Securities. Consolidated financial statements were prepared for the nine months ended 31 December 2006 to reflect the two step demerger process: this comprised an initial common control transaction followed by a subsequent demerger of the Group. The consolidated financial statements are prepared as if the Group had always been in existence. The difference between the nominal value of the Company's shares issued and the amount of the net assets acquired at the date of demerger has been credited to merger reserve.
The Company is an investment company but because it holds majority stakes in certain investments it is required to prepare group accounts that consolidate the results of such investments. In order to present information that is consistent with other investment companies, the results of the Group's investment business on a stand alone basis are set out in Note 2.
Basis of preparation
These condensed consolidated financial statements have been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the European Union ("Adopted IFRS"). These financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2007, which were prepared in accordance with Adopted IFRS.
The condensed consolidated financial statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2007.
During the financial year ended 31 December 2007 the Group decided to adopt early IFRS 8: Operating Segments ("IFRS 8"), which defines requirements for the disclosure of financial information of an entity's operating segments. IFRS 8 replaces IAS 14: Segment Reporting. It follows the 'management approach', which requires the disclosure of segment information based on the internal reports regularly reviewed by management in order to assess each segment's performance and to allocate resources to them. IFRS 8 is effective for reporting periods beginning on or after 1 January 2009. Early adoption is permitted.
Notes to the financial information
1. Principal accounting policies (continued)
Basis of consolidation
The financial statements comprise the financial statements of the Company and its subsidiary undertakings up to 30 June 2008. The Company's subsidiary undertakings fall into two categories:
Investment companies through which the Group conducts its investment activities; and
Certain portfolio companies which form part of the Group's investment activities but which, by virtue of the size of the Group's shareholding or other control rights, fall within the definition of subsidiaries under IFRS ("portfolio subsidiaries"). The portfolio subsidiaries are included within the consolidated financial information although they continue to be managed by the Group as investments held for capital appreciation. Note 6 includes details of the companies concerned.
Discontinued operations
A discontinued operation is a component of the Group's business that represents a separate line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is re-presented as if the operation had been discontinued from the start of the comparative period.
Notes to the financial information
2. Operating segments
The information below has been prepared using the definition of an operating segment in IFRS 8: Operating Segments which sets out the requirements for the disclosure of financial information of an entity's operating segments. IFRS 8 requires an entity to present segment information on the same basis as the financial information which is reviewed regularly by management to assess performance and to allocate resources.
As an investment company, the Group's primary focus is on the performance of its investment management business. Financial information for this segment is prepared on the basis that all investments are accounted for at fair value.
The information set out below therefore presents summarised financial information for the investment management, together with the adjustments arising from the summarised results and financial position of the portfolio subsidiaries. Adjustments for Energy Cranes International Limited ("Energy Cranes") are shown separately because of the size of this business relative to the others.
The consolidation adjustments included below reflect the adjustments necessary to restate the portfolio subsidiaries from the basis included in the investment management segment (investments carried at fair value) to full consolidation in the Group's financial statements.
Consolidated income statement
Six months ended 30 June 2008 |
|||||||
|
|
|
Reconciliation |
|
|||
|
|
|
|
Discontinued operations |
|
|
|
|
|
Investment management |
Portfolio subsidiaries |
Energy Cranes |
Other |
Consolidation adjustments |
Group total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Revenues from sales of goods and services to external customers |
|
- |
8,245 |
- |
- |
- |
8,245 |
Gains and losses on investments |
|
25,815 |
- |
- |
- |
(9,899) |
15,916 |
Interest income |
|
611 |
34 |
- |
- |
(14) |
631 |
Investment and other income |
|
606 |
- |
- |
- |
- |
606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
- |
(1,423) |
- |
- |
1,369 |
(54) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
22,814 |
(5,423) |
- |
- |
(8,513) |
8,878 |
Discontinued operations |
|
- |
- |
57,556 |
(6,801) |
- |
50,755 |
Profit/(loss) for the period |
|
22,814 |
(5,423) |
57,556 |
(6,801) |
(8,513) |
59,633 |
|
|
|
|
|
|
|
|
Notes to the financial information
2. Operating segments (continued)
Six months ended 30 June 2007 (Restated) |
|||||||
|
|
|
Reconciliation |
|
|||
|
|
|
|
Discontinued operations |
|
|
|
|
|
Investment management |
Portfolio subsidiaries |
Energy Cranes |
Other |
Consolidation adjustments |
Group total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Revenues from sales of goods and services to external customers |
|
- |
6,095 |
- |
- |
- |
6,095 |
Gains and losses on investments |
|
10,607 |
(429) |
- |
- |
- |
10,178 |
Interest income |
|
546 |
2 |
- |
- |
- |
548 |
Investment and other income |
|
597 |
- |
- |
- |
(571) |
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
- |
(245) |
- |
- |
- |
(245) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
7,585 |
(1,435) |
- |
- |
(234) |
5,916 |
Discontinued operations |
|
- |
- |
2,003 |
(1,104) |
571 |
1,470 |
Profit/(loss) for the period |
|
7,585 |
(1,435) |
2,003 |
(1,104) |
337 |
7,386 |
|
|
|
|
|
|
|
|
Year ended 31 December 2007 (Restated) |
|||||||
|
|
|
Reconciliation |
|
|||
|
|
|
|
Discontinued operations |
|
|
|
|
|
Investment management |
Portfolio subsidiaries |
Energy Cranes |
Other |
Consolidation adjustments |
Group total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Revenues from sales of goods and services to external customers |
|
- |
15,541 |
- |
- |
- |
15,541 |
Gains and losses on investments |
|
36,739 |
(260) |
- |
- |
(25,580) |
10,899 |
Interest income |
|
814 |
11 |
- |
- |
- |
825 |
Investment and other income |
|
1,508 |
- |
- |
- |
(1,001) |
507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
- |
(1,564) |
- |
- |
1,489 |
(75) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
29,836 |
(6,256) |
- |
- |
(25,080) |
(1,500) |
Discontinued operations |
|
- |
- |
1,425 |
(2,095) |
1,778 |
1,108 |
Profit/(loss) for the year |
|
29,836 |
(6,256) |
1,425 |
(2,095) |
(23,302) |
(392) |
|
|
|
|
|
|
|
|
Notes to the financial information
2. Operating segments (continued)
Consolidated statement of net assets
30 June 2008 |
|||||
|
|
|
Reconciliation |
|
|
|
|
Investment management |
Portfolio subsidiaries |
Consolidation adjustments |
Group total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Property, plant and equipment |
|
334 |
2,510 |
- |
2,844 |
Intangible assets |
|
- |
1,165 |
31,665 |
32,830 |
Investments |
|
238,747 |
79 |
(29,833) |
208,993 |
Other non-current assets |
|
- |
44 |
- |
44 |
Non-current assets |
|
239,081 |
3,798 |
1,832 |
244,711 |
|
|
|
|
|
|
Cash and cash equivalents |
|
68,571 |
1,712 |
- |
70,283 |
Other current assets |
|
3,239 |
5,448 |
- |
8,687 |
|
|
|
|
|
|
Total assets |
|
310,891 |
10,958 |
1,832 |
323,681 |
|
|
|
|
|
|
Total liabilities |
|
(1,804) |
(42,325) |
30,682 |
(13,447) |
|
|
|
|
|
|
Net assets/(liabilities) |
|
309,087 |
(31,367) |
32,514 |
310,234 |
|
|
|
|
|
|
The net asset value of the investment management business at 30 June 2008 includes £308,368,000 attributable to the equity holders of the parent and £719,000 attributable to minority interests.
30 June 2007 |
|||||
|
|
Reconciliation |
|
||
|
|
Portfolio subsidiaries |
|
|
|
|
Investment management |
Energy Cranes |
Other |
Consolidation adjustments |
Group total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Property, plant and equipment |
20 |
11,550 |
1,847 |
- |
13,417 |
Intangible assets |
- |
18,688 |
- |
23,639 |
42,327 |
Investments |
255,953 |
- |
237 |
(54,861) |
201,329 |
Other non-current assets |
- |
77 |
- |
- |
77 |
Non-current assets |
255,973 |
30,315 |
2,084 |
(31,222) |
257,150 |
|
|
|
|
|
|
Cash and cash equivalents |
10,250 |
1,681 |
1,191 |
- |
13,122 |
Other current assets |
2,305 |
34,785 |
4,779 |
- |
41,869 |
|
|
|
|
|
|
Total assets |
268,528 |
66,781 |
8,054 |
(31,222) |
312,141 |
|
|
|
|
|
|
Total liabilities |
(1,570) |
(43,826) |
(28,677) |
20,474 |
(53,599) |
|
|
|
|
|
|
Net assets/(liabilities) |
266,958 |
22,955 |
(20,623) |
(10,748) |
258,542 |
|
|
|
|
|
|
The net asset value of the investment management business at 30 June 2007 includes £266,239,000 attributable to the equity holders of the parent and £719,000 attributable to minority interests.
Notes to the financial information
2. Operating segments (continued)
31 December 2007 |
|||||
|
|
Reconciliation |
|
||
|
|
Portfolio subsidiaries |
|
|
|
|
Investment management |
Energy Cranes |
Other |
Consolidation adjustments |
Group total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Property, plant and equipment |
311 |
11,197 |
2,747 |
- |
14,255 |
Intangible assets |
- |
32,497 |
- |
38,760 |
71,257 |
Investments held at fair value through profit or loss |
282,120 |
- |
200 |
(98,808) |
183,512 |
Interests in joint ventures |
- |
197 |
- |
- |
197 |
Non-current assets |
282,431 |
43,891 |
2,947 |
(60,048) |
269,221 |
|
|
|
|
|
|
Cash and cash equivalents |
8,240 |
5,060 |
1,248 |
- |
14,548 |
Other current assets |
1,557 |
43,878 |
6,602 |
- |
52,037 |
|
|
|
|
|
|
Total assets |
292,228 |
92,829 |
10,797 |
(60,048) |
335,806 |
|
|
|
|
|
|
Total liabilities |
(2,504) |
(71,391) |
(40,954) |
33,489 |
(81,360) |
|
|
|
|
|
|
Net assets/(liabilities) |
289,724 |
21,438 |
(30,157) |
(26,559) |
254,446 |
|
|
|
|
|
|
The net asset value of the investment management business at 31 December 2007 includes £289,005,000 attributable to the equity holders of the parent and £719,000 attributable to minority interests.
The carrying amount and gains and losses of the investments of the investment management business can be further analysed as follows:
|
As at and for the six months ended 30 June 2008 |
As at and for the six months ended 30 June 2007 |
As at and for the year ended 31 December 2007 |
|||
|
Gains/(losses) on investments |
Fair value at period end |
Gains/(losses) on investments |
Fair value at period end |
Gains/(losses) on investments |
Fair value at period end |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Type of security |
|
|
|
|
|
|
|
|
|
|
|
|
|
UK |
|
|
|
|
|
|
Quoted |
2,013 |
21,695 |
(4,723) |
24,885 |
(6,680) |
17,476 |
Unquoted |
6,929 |
49,066 |
- |
93,109 |
16,203 |
116,551 |
Funds |
2,577 |
33,071 |
- |
21,102 |
1,866 |
28,579 |
Total UK |
11,519 |
103,832 |
(4,723) |
139,096 |
11,389 |
162,606 |
|
|
|
|
|
|
|
US |
|
|
|
|
|
|
Quoted |
12,639 |
58,578 |
9,785 |
43,630 |
17,830 |
46,348 |
Unquoted |
(482) |
15,239 |
(293) |
12,460 |
(829) |
15,371 |
Funds |
2,139 |
61,098 |
5,838 |
60,767 |
8,349 |
57,795 |
Total US |
14,296 |
134,915 |
15,330 |
116,857 |
25,350 |
119,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio |
25,815 |
238,747 |
10,607 |
255,953 |
36,739 |
282,120 |
Notes to the financial information
2. Operating segments (continued)
Revenues
The Group's revenues to external customers comprise:
|
|
|
Six months ended 30 June 2008 |
Six months ended 30 June 2007 |
Year ended 31 December 2007 |
|
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Restated |
Restated |
Continuing operations |
|
|
|
|
|
Software and related services |
|
|
5,715 |
1,607 |
5,530 |
Specialist manufacturing |
|
|
2,530 |
4,488 |
10,011 |
|
|
|
8,245 |
6,095 |
15,541 |
Geographical information
|
|
|
Six months ended 30 June 2008 |
Six months ended 30 June 2007 |
Year ended 31 December 2007 |
Revenues |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Restated |
Restated |
Continuing operations |
|
|
|
|
|
United Kingdom |
|
|
4,345 |
603 |
3,211 |
United States of America |
|
|
2,071 |
3,944 |
11,346 |
Other countries |
|
|
1,829 |
1,548 |
984 |
|
|
|
8,245 |
6,095 |
15,541 |
|
|
|
30 June 2008 |
30 June 2007 |
31 December 2007 |
Non-current assets |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
United Kingdom |
|
|
109,794 |
123,229 |
115,442 |
United States of America |
|
|
134,917 |
133,261 |
152,629 |
Other countries |
|
|
- |
660 |
1,150 |
|
|
|
244,711 |
257,150 |
269,221 |
Geographical information on revenue is based on the location of customers and on assets is based on the location of the assets.
Major customers
Revenues from one customer of the Group's specialist manufacturing operations represented approximately 9% of the Group's total revenues for the six months ended 30 June 2008.
Notes to the financial information
3. Discontinued operations
In March 2008 the Group sold its entire interest in Energy Cranes International Limited and in June 2008 the Group sold its entire interest in AssetHouse Technology limited. These businesses were not discontinued operations or classified as held for sale as at 31 December 2007 and the comparative income statements have been re-presented to show the discontinued operations separately from continuing operations.
Results of discontinued operations
|
|
|
Six months ended 30 June 2008 |
Six months ended 30 June 2007 |
Year ended 31 December 2007 |
|
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Revenues |
|
|
33,142 |
55,193 |
114,243 |
Expenses |
|
|
(31,240) |
(52,769) |
(110,467) |
Results from operating activities |
|
|
1,902 |
2,424 |
3,776 |
Taxation |
|
|
(583) |
(954) |
(2,668) |
Results from operating activities, net of tax |
|
|
1,319 |
1,470 |
1,108 |
Gain on sale of discontinued operations, net |
|
|
49,436 |
- |
- |
Tax on gain on sale of discontinued operations |
|
|
- |
- |
- |
Profit for the period |
|
|
50,755 |
1,470 |
1,108 |
|
|
|
|
|
|
Basic earnings per ordinary share |
|
|
17.8p |
0.5p |
0.4p |
Diluted earnings per ordinary share |
|
|
17.5p |
0.5p |
0.4p |
Cash flows from/(used in) discontinued operations
|
|
|
Six months ended 30 June 2008 |
Six months ended 30 June 2007 |
Year ended 31 December 2007 |
|
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Net cash (used in)/from operating activities |
|
|
(8,977) |
(3,075) |
1,609 |
Net cash used in investing activities |
|
|
(849) |
(1,871) |
(16,325) |
Net cash from financing activities |
|
|
7,375 |
1,904 |
15,497 |
Net cash from/(used in) discontinued operations |
|
|
(2,451) |
(3,042) |
781 |
|
|
|
|
|
|
Effect of disposal on the financial position of the Group
|
|
|
30 June 2008 |
|
|
|
|
|
£'000 |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
12,216 |
|
|
Intangible assets |
|
|
39,587 |
|
|
Investments |
|
|
527 |
|
|
Other non-current assets |
|
|
- |
|
|
Inventories |
|
|
15,326 |
|
|
Trade and other receivables |
|
|
25,763 |
|
|
Cash and cash equivalents |
|
|
3,043 |
|
|
Bank overdrafts |
|
|
- |
|
|
Interest bearing loans and borrowings |
|
|
(43,447) |
|
|
Trade and other payables |
|
|
(10,813) |
|
|
Provisions and accruals |
|
|
(8,052) |
|
|
Net assets and liabilities |
|
|
34,150 |
|
|
|
|
|
|
|
|
Notes to the financial information
3. Discontinued operations (continued)
Effect of disposal on the financial position of the Group (continued)
|
|
|
30 June 2008 |
|
|
|
|
|
£'000 |
|
|
|
|
|
|
|
|
Consideration received, satisfied in cash |
|
|
83,586 |
|
|
Cash disposed of |
|
|
(3,043) |
|
|
Net cash inflow |
|
|
80,543 |
|
|
|
|
|
|
|
|
4. Earnings/(loss) per ordinary share
Basic
The calculation of basic earnings/(loss) loss per ordinary share is based on the profit of £59,744,000 (six months ended 30 June 2007: profit of £7,127,000; year ended 31 December 2007: loss of £529,000), being the profit/(loss) for the period attributable to the parent, divided by the weighted average number of ordinary shares in issue during the period 285,888,244 (six months ended 30 June 2007: 286,429,228; year ended 31 December 2007: 286,429,228).
The calculation of basic earnings/(loss) loss per ordinary share for continuing operations is based on the profit of £8,989,000 (six months ended 30 June 2007: profit of £5,916,000; year ended 31 December 2007: loss of £1,381,000), being the profit/(loss) for the period attributable to the parent, divided by the weighted average number of ordinary shares in issue during the period of 285,888,244 (six months ended 30 June 2007: 286,429,228; year ended 31 December 2007: 286,429,228).
Diluted
The calculation of diluted earnings per ordinary share is based on the profit of £59,744,000 (six months ended 30 June 2007: profit of £7,127,000), divided by the weighted average number of ordinary shares in issue during the period of 290,184,682 (six months ended 30 June 2007: 290,759,266) after taking account of the potential dilutive effect of share options issued under the Company's share option plans. There was no dilution effect in the year ended 31 December 2007.
The calculation of diluted earnings per ordinary share for continuing operations is based on the profit of £8,989,000 (six months ended 30 June 2007: profit of £5,916,000) divided by the weighted average number of ordinary shares in issue during the period of 290,184,682 (six months ended 30 June 2007: 290,759,266) after taking account of the potential dilutive effect of share options issued under the Company's share option plans. There was no dilution effect in the year ended 31 December 2007.
Notes to the financial information
5. Reconciliation of movement in capital and reserves
|
Share capital
£’000
|
Capital
Redemption
Reserve
£’000
|
Merger
Reserve
£’000
|
Translation
Reserve
£’000
|
Retained earnings
£’000`
|
Total
£’000 |
Minority
interest £'000
|
Total equity
£'000
|
Balance at
31 December 2006
|
28,643
|
4,257
|
84,083
|
(927)
|
130,548
|
246,604
|
4,344
|
250,948
|
Total recognised income and expense
|
-
|
-
|
-
|
60
|
(529)
|
(469)
|
133
|
(336)
|
Share based payments
|
-
|
-
|
-
|
-
|
3,028
|
3,028
|
494
|
3,522
|
Minority interest on acquisitions
|
-
|
-
|
-
|
-
|
-
|
-
|
312
|
312
|
Balance at
31 December 2007
|
28,643
|
4,257
|
84,083
|
(867)
|
133,047
|
249,163
|
5,283
|
254,446
|
Total recognised income and expense
|
-
|
-
|
-
|
(392)
|
59,744
|
59,352
|
(111)
|
59,241
|
Disposal of portfolio subsidiaries
|
-
|
-
|
-
|
996
|
3,372
|
4,368
|
(4,368)
|
-
|
Share based payments
|
-
|
-
|
-
|
-
|
568
|
568
|
-
|
568
|
Repurchase of own shares
|
(550)
|
550
|
-
|
-
|
(4,021)
|
(4,021)
|
-
|
(4,021)
|
Balance at
30 June 2008
|
28,093
|
4,807
|
84,083
|
(263)
|
192,710
|
309,430
|
804
|
310,234
|
Notes to the financial information
6. Subsidiaries
The subsidiaries comprising the Group's investment management business (as set out in Note 2) are as follows:
Name |
Country of incorporation |
Holding % |
Activity |
|
|
|
|
International Oilfield Services Limited |
Bermuda |
100 |
Investment holding |
Lion Investments Limited |
England and Wales |
100 |
Investment holding |
Lion Property Investments Limited |
England and Wales |
100 |
Investment holding |
Lioness Property Investments Limited |
England and Wales |
100 |
Investment holding |
LMS Capital (Bermuda) Limited |
Bermuda |
100 |
Investment holding |
LMS Capital (ECI) Limited |
England and Wales |
100 |
Investment holding |
LMS Capital (General Partner) Limited |
Bermuda |
100 |
Investment holding |
LMS Capital Group Limited |
England and Wales |
100 |
Investment holding |
LMS Capital (GW) Limited |
Bermuda |
100 |
Investment holding |
LMS Capital Holdings Limited |
England and Wales |
100 |
Investment holding |
LMS Tiger Investments Limited |
England and Wales |
100 |
Investment holding |
LMS Tiger Investments (II) Limited |
England and Wales |
100 |
Investment holding |
Tiger Investments Limited |
England and Wales |
100 |
Investment holding |
Westpool Investment Trust plc |
England and Wales |
100 |
Investment holding |
The following companies form part of the Group's investment activities but, by virtue of the size of the Group's shareholding or other control rights, fall within the definition of subsidiaries under IFRS. These portfolio subsidiaries are included within the consolidated financial information although they continue to be managed by the Group as investments held for capital appreciation.
Name |
Country of incorporation |
Holding % |
Activity |
|
|
|
|
Cityspace Limited |
England and Wales |
94 |
Urban digital networks and intelligent transport systems |
CopperEye Limited |
England and Wales |
76 |
Specialised search solutions for business transaction data |
Entuity limited |
England and Wales |
68 |
Network management software |
Offshore Tool and Energy Corporation |
United States of America |
100 |
Specialist engineering design and fabrication |
Wesupply Limited |
England and Wales |
99 |
Supply chain management software |