Preliminary Results

RNS Number : 2530P
LMS Capital PLC
23 March 2009
 










23 March 2009

LMS Capital plc

Preliminary Results for the year ended 31 December 2008


The Board of LMS Capital plc, ("LMS Capital" or "the Company"), is pleased to announce the Company's preliminary results for the year ended 31 December 2008.  


Financial highlights*

  • Net Asset Value per share was 89p (31 December 2007: 101p) 

  • Net realised gains on investments were £17.3 million (2007: £6.7 million)

  • The loss for the year was £40.8 million (2007: profit of £29.8 million)

  • Portfolio diversification has resulted in significant benefits from the strengthening of the US dollar against the pound sterling

  • The investment management business had cash of £41.3 million at 31 December 2008 and no debt


investment management business


Operational highlights:

  • Successful sale of Energy Cranes in March 2008 for cash proceeds of £83 million

  • AssetHouse Technology sold in June 2008 at a book loss of £3.7 million

  • Investment of £2.5 million in Pims Group, a supplier of waste water pumping systems and services

  • Cityspace acquired Kizoom Limited which delivers transport information to internet and mobile devices


Robert Rayne, Chief Executive Officer of LMS Capital, said:  

"Despite the unprecedented turmoil in financial markets and the economy, LMS Capital's strategy has resulted in a more resilient performance than the sector as a whole. However, we have been affected by economic events and the consequent market weakness is reflected in our year end private company valuations. Looking forward we believe that our risk diversification and specialist skills as well as our debt free basis at corporate level will enable us to surmount the challenges ahead."


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

J.P. 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 international investment company whose shares are traded on AIM. The investment portfolio comprises investments primarily in the US and the UK, with a spread of early stage revenue-generating technology investments, development capital and mature company buyouts. 


www.lmscapital.com


Chairman's statement


In spite of significant progress in the first half, in particular the profitable disposal of Energy Cranes, 2008 proved to be an extremely difficult year. The Company ended 2007 with a Net Asset Value per share of 101p and this declined by 12% to end 2008 at 89p. At the year end the strong balance sheet showed net cash of £41.3 million and no borrowings.


Results

Our investment management business achieved realised net gains on investments of £17.3 million for the year ended 31 December 2008 (31 December 2007: £6.7 million). Net unrealised losses on the investment portfolio were £54.1 million (31 December 2007net unrealised gains of £30.0 million). The loss for the year ended 31 December 2008 was £40.8 million (31 December 2007: profit of £29.8 million). 


The investment portfolio at 31 December 2008 was £202.0 million (last year excluding Energy Cranes, £217.1 million, a decline of £15.1 million or 7%).


We have conducted a rigorous review of all the Company's unquoted interests to ensure that their year end valuations fully take into consideration the prevailing market conditions, including the current lack of liquidity in the market


The quoted portfolio declined in value in the second half when there was significant deterioration in the value of our listed energy holdings; this was in part offset by the strengthening of the US dollar.


For the Group as a whole (including portfolio subsidiaries) the consolidated loss for the year was £6.1 million (31 December 2007: loss of £0.4 million). 


The Board is not recommending payment of a dividend for the year ended 31 December 2008 (31 December 2007: Nil).


Balance Sheet

At the year end the Company had no direct debt. Further, as the primary method of funding development capital is equity there is very little external debt in the unquoted portfolio. 


Board and management

On behalf of the Board I would like to record our thanks to the management and employees of LMS Capital for their work during the year.


Share capital

Ain previous years, at the forthcoming Annual General meeting the Company will be seeking authority to purchase up to 14.99% of its issued share capital. The Company also needs to obtain a waiver in respect of the Takeover Code obligations that a repurchase of shares above a certain limit would place on the Rayne family shareholders. 


During the year, 13,788,276 shares were purchased in the market by the Company at an average price of £0.62. These shares were subsequently cancelled, making the current number of ordinary shares in issue 272,640,952.


Outlook

As we expect difficult conditions to continue in 2009 our investment portfolio may be further impacted by market turmoil. We expect that traditional sources of finance will remain scarce. 


We believe that our continued strategy of a risk diversified portfolio and our experienced management team, as well as our debt free basis, will enable us to surmount the challenges ahead. We remain focused on each investment within our portfolio to ensure that it adapts to the present environment of reduced demand and tight liquidity.


The Company remains in a strong financial position but we are not complacent. We shall continue to seek exit opportunities for selected investments while ensuring that capital outlays are subject to rigorous review and due diligence.

 

With no debt and a strong team committed to the careful management of resources, your Board is confident that the Company is well positioned to protect its existing assets and take advantage of investment opportunities as they arise.




Jonathan Agnew 

Chairman

23 March 2009




Operating Review


After a successful first half of the year which included the sale of Energy Cranes International ("Energy Cranes") and the acquisition of a number of new investments, the Company was affected by the turbulence in international financial markets in the closing months of 2008. Consequently our final results for the year reflect the impact on our business of the global financial crisis in the form of the unrealised losses which have had a significant impact on our Net Asset Value. However we believe that the principles of our diversified investment strategy will enable us to see out these difficulties while at the same time taking advantage of opportunities which the current economic environment presents.


Our objective remains unchanged. We aim to deliver sustained medium to long-term growth for our shareholders through a risk and geographically diversified portfolio of investments in public and private companies. In particular we are not constrained by the fixed investment periods of most private equity funds and we are therefore able to hold investments for longer than many other funds where we believe that this will deliver greater shareholder value. We understand the drivers of demand in the sectors in which we invest and this enables us to recognise the potential of both new ideas and young companies requiring growth funding. 


Investment Portfolio


The portfolio is risk diversified and comprises:


  • early stage companies where we expect high return multiples;

  • companies requiring development finance where the normal holding period has been three to five years but could now be seven or eight years; and

  • shorter term investments in the pre- and post-IPO market which usually provide liquidity within three to four years.  







Analysis of portfolio by investment stage



2008


2007


£ millions

%


£ millions

%







Early stage

24.5

12


27.6

10

Development

72.7

36


77.2

27

Growth

52.3

26


106.7*

38

Post IPO

52.5

26


70.6

25


202.0

100


282.1

100


Analysis of portfolio by type of investment



2008


2007


£ millions

£ millions

£ millions


£ millions


UK

US

Total


Total







Quoted

19.4

27.1

46.5


63.8

Unquoted

33.7

19.5

53.2


131.9*

Funds

29.9

72.4

102.3


86.4


83.0

119.0

202.0


282.1









Analysis of portfolio by sector



2008


2007


£ millions

%


£ millions

%







Applied technology

61.3

30


84.2

30

Energy & water

30.8

15


105.7*

38

Healthcare & medical

22.9

11


18.0

6

Media & leisure

50.1

25


44.5

16

Real estate

15.9

8


15.4

5

Other

21.0

11


14.3

5








202.0

100


282.1

100



* 2007 includes Energy Cranes at book value of £65 million


The investment portfolio has decreased by 28% during the year to £202.0 million (2007: £282.1 million) which can be summarised as follows:





£ millions








1 January 2008


282.1



Additions in the year


51.6



Book value of realisations


(77.6)



Valuation adjustments


(99.6)



Foreign currency gains


45.5



31 December 2008


202.0








Additions include £12.4 million of new investments and £39.2 million of follow on funding, including £15.8 million of capital calls from funds. The figure for realisations relates principally to Energy Cranes and also includes adjustments for distributions from our fund investments. 


The valuation adjustments include £45.5 million in respect of quoted securities of which £36.2 million relates to our oilfield services interests - Weatherford International, Gulfmark Offshore, BJ Services and Stratic Energy. £35.2 million arises on our unquoted interests and the balance relates to our fund positions


The foreign currency gains are unrealised and reflect the strengthening of the US dollar against the pound sterling in the latter part of the year. It is the Board's current policy not to hedge the Company's underlying non-sterling investments.


Applied Technology


In January 2008 a new Chief Executive was appointed at Cityspace and since then there has been a significant reorganisation of the business. In May we advanced £1.9 million to Cityspace to fund its purchase of Kizoom Limited. Kizoom is a market leader in delivering real-time transport information to the internet and mobile devices. The acquisition of Kizoom reflects an important milestone in the Cityspace strategic growth plan - its established connections to many public transport real-time and timetabled data feeds open up opportunities for Cityspace in these complementary organisations and transport regions.


In August 2008, Eye-Fi, Inc. the developer and manufacturer of the world's first wireless memory card for digital cameras, secured $11 million in series B funding from a number of investors, including $2 million from the Company  Eye-Fi's technology works with Wi-Fi networks to send photos automatically from a digital camera to online, in-home and retail destinations. Eye-Fi has received numerous product awards, including being named one of the "100 Best Products of 2008" by PC World magazine.


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. 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.  


Energy and water


On 31 March 2008 we sold our entire interest in Energy Cranes 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%.


During the year we increased our holding in Weatherford International to 2,050,000 shares and acquired 250,000 shares in Gulfmark Offshore, Inc., a US company that provides marine services to companies involved in offshore exploration and production of oil and natural gas. Grant Prideco was acquired by National Oilwell Varco for a mixture of cash and shares - we subsequently sold the shares we received in exchange.


In June 2008, we invested £2.5 million in Pims Group, a private UK-based company which designs and installs pumping systems for domestic and commercial sewage and storm water. It also provides maintenance services for such systems. Based in the South East, Pims has national coverage and operates in both the domestic and commercial marketsThis was a co-investment with Inflexion 2006 Buyout Fund. 



Healthcare and medical


We made no purchases or sales in this sector during 2008 but our existing portfolio has made strong progress during the year. In particular, there was a significant increase in the share price of ProStrakan during the year following a number of successes for this business.


Healthcare Management Systems, which provides clinical and financial information systems for hospitals, achieved a significant increase in sales and operating profit. The company now provides its programmes to over 590 community hospitals in the USA.


Other


In July San Francisco Equity Partners (SFEP) invested $5.0 million in Yes To, Inc., an Israel-based consumer products company that created and owns the Yes To Carrots line of natural personal-care products. Yes To Carrots has become one of the fastest growing brands in the worldwide natural personal-care market, and its award-winning products are currently sold by leading retailers in 17 countries across North America, Europe and Asia


Its investment in Method Products, Inc (which comprises 58% by value of our interest in this fund) continues to do well with a further significant increase in sales during 2008.


Financial review



Basis of preparation of financial information


The Company reports its results under International Financial Reporting Standards as adopted for use in the European Union ("Adopted IFRS"), and the consolidated financial statements include the consolidation of portfolio companies which are also subsidiaries ("portfolio subsidiaries"). Since the Board manages the Company as an investment business, this financial review focuses on the results of the investment management operations. Note 2 to the financial information includes the separate results and net assets of the investment management business. Where appropriate, this review includes comments on the results and financial position of the portfolio subsidiaries.


Results of operations


Net Asset Value at 31 December 2008 was £241.5 million (31 December 2007£289.0 million), a decrease of £47.5 million or 16%. The Net Asset Value per share was 89p (31 December 2007: 101p).  


The Group's return on its investment portfolio for the year ended 31 December 2008 was a loss of £36.7 million (year ended 31 December 2007: gain of £36.7 million) as follows:





Year ended 31 December



2008

2007



£'000

£'000

Realised gains/(losses)

 



Quoted securities


574

2,910

Unquoted securities


14,620

-

Funds


2,114

3,794



17,308

6,704

Unrealised gains/(losses)




Quoted securities


(31,122)

8,240

Unquoted securities


(27,506)

15,374

Funds


4,572

6,421



(54,056)

30,035





Total gain/(loss)


(36,748)

36,739

 



Approximately 59% of the portfolio at 31 December 2008 is denominated in US dollars (2007: 42%) and the above table includes the impact of currency movements. In the year ended 31 December 2008 the strengthening of the US dollar against pound sterling resulted in an unrealised foreign currency gain of £45.5 million. During the year ended 31 December 2007 there was a slight overall weakening of the dollar and the unrealised loss for that year was £1.4 million.


We are pleased with the progress made by most of the holdings in our portfolio. Unrealised losses reflect the impact of the changes in the capital markets in the last few months of the year. This is reflected particularly in the decline in the value of our quoted portfolio year on year, most of which arose in the final three months of the year. Offsetting this, ProStrakan Group continued to make excellent progress during the year and its share price at the end of 2008 was higher than the previous year.


The principal constituents of the net unrealised loss for the year on our unquoted securities are as follows:

    




Unrealised




gain/(loss)




£'000





Cityspace



(11,025)

Vio Worldwide



(8,100)

Corizon



(3,550)

Wesupply



(3,679)

Elateral



1,813




(24,541)

Other investments



(2,965)

Total net unrealised loss



(27,506)



The unrealised losses above reflect the impact on our valuation criteria of the current market volatility and in particular the revenue and profitability multiples of comparable businesses which are used in the underlying calculations.  Accordingly, imost cases we have reduced the multiples applied to our unquoted interests in determining the appropriate carrying value. In addition the results of Cityspace, Vio and Corizon in 2008 were below plan and were a contributory factor to the reduction in the carrying value. Wesupply has continued to make good progress during 2008 and has generated higher levels of interest and orders from its target market. However, this progress was not sufficient to offset market factors in the valuation process. In the case of Elateral, its excellent progress during 2008 has more than offset the impact of market factors.


The unrealised valuation gain on our fund interests reflects the fact that many of these are US funds and the net increase in our carrying value arises from the strengthening of the US dollar against the pound sterling. In line with other funds of funds we normally rely on reports from general partners as at the end of the third quarter in establishing our year end carrying value, with adjustments made for calls, distributions and foreign currency movements since that date. Given the events of the last quarter of 2008 we have where possible updated the portfolio using values as at the end of the year from fund managers; in the absence of such updates we have used our own judgement on underlying portfolio values to arrive at what we consider to be an appropriate carrying value for each position.


Income from investments in the year was £0.6 million (year ended 31 December 2007: £1.5 million) and comprises dividends on quoted securities and management charges made to portfolio companies. Administration expenses for the year were £5.6 million (year ended 31 December 2007: £7.4 million); the current year benefitted from a one-off VAT refund of £1.1 million. Net interest income for the year was £1.8 million (year ended 31 December 2007: £0.8 million) reflecting the higher levels of uninvested cash during the year. The tax charge for the year was £0.6 million (year ended 31 December 2007: £0.4 million).



Investments


The Group's investments are included in the balance sheet at fair values determined in accordance with industry guidelines. 


Additions to the investment portfolio during the year were £51.6 million (year ended 31 December 2007: £57.2 million) of which £12.4 million was for new investments and £39.2 million for follow on investments including £15.8 million for capital calls from funds. 


Additions to quoted stocks were £17.5 million, with a focus on the energy sector, in particular oilfield services. New investments included £6.7 million in Gulfmark Offshore Inc, listed on the New York Stock Exchange; we also acquired additional shares in Venture Production and Weatherford International. 


We invested £18.3 million in unquoted investments of which £12.0 million was follow on funding for our UK portfolio. Proceeds of realisations were £97.1 million (year ended 31 December 2007: £46.8 million), the majority of which was from the sale of Energy Cranes. Distributions from funds were £8.1 million (year ended 31 December 2007: £14.3 million), including £2.5 million from Brockton Capital Fund I, a real estate opportunity fund which made its first realisation in 2008.


At 31 December 2008 the Group had commitments of £71.1 million to meet capital calls from its fund interests which the Directors estimate will be called over the next five years.


Financial position


The consolidated balance sheet at 31 December 2008 includes cash and cash equivalents of £42.6 million (31 December 2007: £14.5 million) and borrowings of £2.8 million (31 December 2007: £44.7 million) in the portfolio subsidiaries. 


Cash in the investment management business of £41.3 million was £33.1 million higher than at the end of 2007, reflecting the disposal of Energy Cranes during the year. Part of the Company's cash has been and will be committed during 2009 to meets calls from funds and to provide further funding for existing unquoted investments. 


The business also has a $53 million (£36.35 million) borrowing facility with The Royal Bank of Scotland, of which £5 million was used for a short period during the year. The facility is due to expire in April 2009 and the Company is in discussions with the bank for the renewal of the facility at a lower level of £15 million. The investment management business had no borrowings at the end of 2008 or to date in 2009. 

  



Robert Rayne

Chief Executive Officer

23 March 2009




 




Principal investments


The top 20 investments by valuation at 31 December 2008 (excluding fund interests where the Company has only a minority position) are as follows:



Name

Country

Activity

2008

2007




£'000

£'000











San Francisco Equity Partners

US

Technology, media and retail

34,691

21,731

ProStrakan Group plc

UK

Specialty pharmaceuticals

15,314

11,705

Weatherford International Ltd

US

Oilfield services

15,173

28,349

Rave Reviews Cinemas

US

Cinema operations

8,859

7,253

Cityspace Limited

UK

Transport information services

6,000

12,902

Wesupply Limited

UK

Supply chain connectivity software

5,500

6,650

Gulfmark Offshore Inc

US

International offshore services

4,070

-

CopperEye Limited

UK

Indexing technology software

4,000

4,000

Elateral Limited

UK

Marketing software

3,500

1,500

Healthcare Management Systems

US

Hospital information systems

3,420

2,520

Entuity Limited

UK

Network management software

3,000

4,000

Chyron Corporation

US

Media technology

2,818

7,303

Pims Group

UK

Waste water systems and services

2,500

-

Telespree Communications

US

Network solutions for mobile devices

2,185

2,182

Venture Production plc

UK

Operation of stranded oil and gas assets

2,125

1,980

7 Global Limited

UK

IT managed services

2,000

3,000

Offshore Tool and Energy Corporation

US

Specialist engineering design and fabrication

2,000

2,256

Vio Worldwide Limited

UK

Advertising workflow services

2,000

7,000

BJ Services Company

US

Oil and gas field services

1,991

3,056

Envestnet Asset Management

US

Wealth management solutions

1,537

1,427





 


Consolidated income statement 








Notes


Year ended

31 December 2008

£'000

Restated 

Year ended

31 December 2007

£'000






Revenue from sales of goods and services





19,790


15,541

Gains and losses on investments




(32,137)


10,899

Interest income





1,802


825

Investment and other income





582


507




  (9,963)


27,772

Operating expenses





  (46,114)


(28,810)

Loss before finance costs



(56,077)

(1,038)

Finance costs





(221)


(75)

Loss before tax



(56,298)

(1,113)

Taxation





(579)


(387)

Loss from continuing operations




(56,877)


(1,500)

Discontinued operations






Profit from discontinued operations (net of taxation)



3


50,755


1,108

Loss for the year




(6,122)


(392)






Attributable to:





Equity holders of the parent



(5,929)

(529)

Minority interests



(193)

137




(6,122)

(392)






Loss per ordinary share



4


(2.1)p


(0.2)p

Continuing operations






Loss per ordinary share



4


(20.1)p


(0.5)p


    

Consolidated balance sheet 







Notes

31 December

2008

£'000

31 December

2007

£'000

Non-current assets




Property, plant and equipment


3,216

14,255

Intangible assets


26,798

71,257

Investments 


179,546

183,512

Other non-current assets


15

197

Non-current assets


209,575

269,221





Current assets




Inventories


319

5,738

Operating and other receivables


8,309

46,299

Cash and cash equivalents


42,615

14,548

Current assets


51,243

66,585





Total assets


260,818

335,806





Current liabilities




Bank overdrafts


-

(285)

Interest-bearing loans and borrowings


(1,656)

(7,842)

Operating and other payables


(10,335)

(29,891)

Deferred income


(3,426)

(2,199)

Current tax liabilities


(410)

(601)

Current liabilities


(15,827)

(40,818)





Non-current liabilities




Interest-bearing loans and borrowings


(1,170)

(36,576)

Deferred income


(2,697)

(2,582)

Deferred tax liabilities


(41)

-

Provisions 


-

(1,384)

Non-current liabilities


(3,908)

(40,542)





Total liabilities


(19,735)

(81,360)





Net assets


241,083

254,446





Equity




Share capital


27,265

28,643

Capital redemption reserve


5,635

4,257

Merger reserve


84,083

84,083

Foreign exchange translation reserve


1,212

(867)

Retained earnings


122,741

133,047

Equity attributable to owners of the parent


240,936

249,163

Minority interest


147

5,283

Total equity

5

241,083

254,446

    


 


Consolidated statement of 

recognised income and expense













Year ended

31 December 2008

£'000




Year ended

31 December 2007

£'000

Exchange differences on translation of foreign operations


1,083

56

Net income recognised directly in equity


1,083

56

Loss for the year


(6,122)

(392)

Total recognised income and expense


(5,039)

(336)





Attributable to:




Equity holders of the parent


(4,846)

(469)

Minority interests


(193)

133



(5,039)

(336)



 

 


Consolidated cash flow statement 


 
 
Year ended
31 December 2008
£'000
Year ended
31 December 2007
£'000
Cash flows from operating activities
 
 
 
Loss for the year
 
(6,122)
(392)
Adjustments for:
 
 
 
Depreciation and amortisation
 
1,199
2,190
Goodwill impairment
 
11,224
-
(Gains)/losses on investments
 
32,137
(10,899)
Gain on sale of discontinued operations, net of income tax
 
(49,436)
-
Translation differences
 
(1,958)
207
Share based payments
 
889
3,522
Finance costs
 
221
2,445
Interest income
 
(1,802)
(918)
Income tax expense
 
579
3,055
 
 
(13,069)
(790)
Change in inventories
 
(9,878)
4,224
Change in trade and other receivables
 
13,342
(12,183)
Change in trade and other payables
 
(3,397)
1,977
 
 
(13,002)
(6,772)
Interest paid
 
(221)
(2,445)
Income tax paid
 
(183)
(2,997)
Net cash used in operating activities
 
(13,406)
(12,214)
 
 
 
 
Cash flows from investing activities
 
 
 
Interest received
 
1,802
918
Acquisition of property, plant and equipment
 
(1,685)
(4,764)
Proceeds from disposals of property, plant and equipment
 
12
2,757
Disposal of discontinued operations, net of cash disposed of
 
80,543
-
Acquisition of investments
 
(40,019)
(54,671)
Acquisition of subsidiaries
 
(5,645)
(12,388)
Proceeds from sale of investments
 
11,503
46,849
Net cash from/(used in) investing activities
 
46,511
(21,299)
 
 
 
 
Cash flows from financing activities
 
 
 
Repurchase of own shares
 
(8,638)
-
Drawdown of interest bearing loans
 
1,855
18,364
Distribution to minority shareholders
 
(575)
-
Net cash (used in)/from financing activities
 
(7,358)
18,364
 
 
 
 
Net decrease in cash and cash equivalents
 
25,747
(15,149)
Cash and cash equivalents at the beginning of the period
 
14,263
29,566
Effect of exchange rate fluctuations on cash held
 
2,605
(154)
Cash and cash equivalents at the end of the year
 
42,615
14,263
 
 
 
 
 
 
 
 
Cash and cash equivalents above comprise
 
 
 
Cash and cash equivalents
 
42,615
14,548
Bank overdrafts
 
-
(285)
Cash and cash equivalents at the end of the year
 
42,615
14,263
 
 
 
 
 
 





Notes 



1.    Basis of preparation


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 year ended 31 December 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. 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 comparable with other investment companies, the results of the Group's investment business on a stand alone basis are set out in Note 2


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.


This financial information has been prepared in accordance with International Financial Reporting Standards as adopted for use in the European Union ("Adopted IFRS") although the financial information in this announcement is not sufficient to comply with Adopted IFRS.


The Group has decided to adopt early IFRS 8: Operating Segments ("IFRS 8") during the year ended 31 December 2007, 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.


The financial information set out in this unaudited preliminary statement does not comprise LMS Capital plc's statutory accounts within the meaning of section 240(5) of the Companies Act 1985. The statutory accounts of LMS Capital plc for the year ended 31 December 2008, currently unaudited and to be published in due course, will be finalised on the basis of the financial information presented by the Directors in this unaudited preliminary statement and will be delivered to the Registrar of Companies in due course and will also be sent to shareholders.


The financial statements have been prepared on the historical cost basis except for the following:

  • investments held at fair value through profit or loss are measured at fair value, and

  • derivative financial instruments are measured at fair value.




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 business on a stand alone basis as a single segment, 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





Reconciliation






Discontinued operations





Investment management

Portfolio

subsidiaries

Energy

Cranes

Other

Consolidation

adjustments

Group total

Year ended 31 December 2008


£'000

£'000

£'000

£'000

£'000

£'000









Revenues from sales of goods and services


-


19,790

-

-

-

19,790

Gains and losses on investments


(36,748)

-

-

-

4,611

(32,137)

Interest income


1,754

48

-

-

-

1,802

Investment and other income


582

-

-

-

-

582









Finance costs


-

(4,267)

-

-

4,046

(221)

















Continuing operations


(40,796)

(13,514)

-

-

(2,567)

(56,877)

Discontinued operations


-

-

57,556

(6,801)

-

50,755

Profit/(loss) for the year


(40,796)

(13,514)

57,556

(6,801)

(2,567)

(6,122)














Reconciliation






Discontinued operations





Investment management

Portfolio

subsidiaries

Energy

Cranes

Other

Consolidation

adjustments

Group total

Year ended 31 December 2007 (Restated)


£'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)










Consolidated statement of net assets






Reconciliation



Investment Management

Portfolio subsidiaries 

Consolidation

adjustments 

Group total

31 December 2008

£'000

£'000

£'000

£'000






Property, plant and equipment

288

2,928

-

3,216

Intangible assets

-

3,196

23,602

26,798

Investments 

202,049

1

(22,504)

179,546

Other non-current assets

-

15

-

15

Non-current assets

202,337

6,140

1,098

209,575






Cash and cash equivalents

41,293

1,322

-

42,615

Other current assets

309

8,597

-

8,906






Total assets

243,939

16,059

1,098

261,096






Total liabilities

(2,283)

(70,882)

53,152

(20,013)






Net assets/(liabilities)

241,656

(54,823)

54,250

241,083







The net asset value of the investment management business at 31 December 2008 includes £241,509,000 attributable to the equity holders of the parent and £147,000 attributable to minority interests.





Reconciliation




Portfolio subsidiaries




Investment management

Energy Cranes

Other

Consolidation

adjustments 

Group total

31 December 2007

£'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 

282,120

-

200

(98,808)

183,512

Other non-current assets

-

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;





31 December 2008



31 December 2007


UK

US

Total


UK

US

Total

Asset type

£'000

£'000

£'000


£'000

£'000

£'000









Funds

29,911

72,390

102,301


28,579

57,795

86,374

Quoted

19,409

27,097

46,506


17,476

46,348

63,824

Unquoted

33,686

19,556

53,242


116,551

15,371

131,922


83,006

119,043

202,049


162,606

119,514

282,120


















Year ended 31 December 2008


Year ended 31 December 2007


Realised gains

Unrealised gains


Total


Realised gains

Unrealised gains


Total

Asset type

£'000

£'000

£'000


£'000

£'000

£'000









Funds

2,114

4,572

6,686


3,794

6,421

10,215

Quoted

574

(31,122)

(30,548)


2,910

8,240

11,150

Unquoted

14,620

(27,506)

(12,886)


-

15,374

15,374


17,308

(54,056)

(36,748)


6,704

30,035

36,739



















Revenues


The Group's revenues from external customers comprise:







Year ended 

31 December 2008



Restated 

Year ended 

31 December 2007




£'000


£'000

Continuing operations






Software and related services



12,431


5,530

Specialist manufacturing



7,359


10,011










19,790


15,541

        

Geographical information










Revenues



Non-current assets



Year ended

31 December 2008 

Restated 

Year ended

31 December 2007 




31 December 2008



31 December 2007 


£'000

£'000


£'000

£'000

Continuing operations






United Kingdom

7,066

3,211


99,378

115,442

United States of America

6,521

11,346


110,197

152,629

Other countries

6,203

984


-

1,150








19,790

15,541


209,575

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 the ten largest customers represent approximately 33% of the Group's total revenues.



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 statement has been re-presented to show the discontinued operations separately from continuing operations.



Results of discontinued operations






Year ended

 31 December

 2008

Year ended 

31 December 2007




£'000

£'000






Revenues



  33,142

114,243

Expenses



(31,240)

(110,467)

Results from operating activities



1,902

3,776

Taxation



(583)

(2,668)

Results from operating activities, net of tax



1,319

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

1,108






Basic earnings per ordinary share



18.0p

0.4p

Diluted earnings per ordinary share



17.7p

0.4p


Cash flows from/(used in) discontinued operations






Year ended

 31 December

 2008

Year

 ended 

31 December 2007




£'000

£'000






Net cash from/(used in) operating activities



(8,977)

1,609

Net cash used in investing activities



(849)

(16,325)

Net cash from financing activities



7,375

15,497

Net cash from/(used in) discontinued operations



(2,451)

781







Effect of disposal on the financial position of the Group








31 December

 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



(8,052)



Net assets and liabilities



34,150





3. Discontinued operations (continued)


Effect of disposal on the financial position of the Group (continued)








31 December

 2008








£'000









Consideration received, satisfied in cash



83,586



Cash disposed of



(3,043)



Net cash inflow



80,543











4.    Loss per ordinary share


The calculation of loss per ordinary share is based on the loss of £5,929,000 (year ended 31 December 2007: loss of £529,000), being the loss for the year attributable to the parent, divided by the weighted average number of ordinary shares in issue during the year 281,758,491 (year ended 31 December 2007: 286,429,228).


The calculation of loss per ordinary share for continuing operations is based on the loss of £56,684,000 (year ended 31 December 2007: loss of £1,381,000), being the loss for the year attributable to the parent, divided by the weighted average number of ordinary shares in issue during the period of 281,758,491 (year ended 31 December 2007: 286,429,228)


There was no dilution effect on the loss from continuing operations or the Group loss in either year.



5.    Capital and reserves


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 1 January 2007

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 

-

-

-

1,083

(5,929)

(4,846)

(193)

(5,039)

Distribution to minority

-

-

-

-

-

-

(575)

(575)

Disposal of portfolio

Subsidiaries

-

-

-

996

3,372

4,368

(4,368)

-

Repurchase of shares

(1,378)

1,378

-

-

(8,638)

(8,638)

-

(8,638)

Share based payments 

-

-

-

-

889

889

-

889


Balance at 31 December 2008


27,265


5,635


84,083


1,212


122,741


240,936


147


241,083



This information is provided by RNS
The company news service from the London Stock Exchange
 
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