For immediate release |
6 December 2017 |
Mercia Technologies PLC
Half Year Results
Continued growth throughout the Group
Mercia Technologies PLC (AIM: MERC, "Mercia" or "the Group"), the national investment group focused on scaling innovative technology businesses with high growth potential from the UK regions, today announces its half year results for the six months ended 30 September 2017.
Direct portfolio developments
· £9.7million net invested in nine portfolio companies during the period (H1 2016: £5.7million invested in nine portfolio companies), including the following syndicated investments:
o £2.0million as part of an overall £7.5million investment into Oxford Genetics
o £2.0million as part of an overall £2.7million investment into nDreams
o £1.9million as part of an overall £3.1million investment into Warwick Audio Technologies
o £1.5million as part of an overall £3.0million investment into Impression Technologies
· Balanced portfolio with over 98.8% of the portfolio value spread across 18 companies in four technology sectors
Managed funds' developments
· Funds under management in the period were £336.5million (H1 2016: £220.0million)
o 318 portfolio companies within the managed funds
o Invested £8.1million via the managed funds during the period
o £34.5million managed fund cash part-realisation achieved from investment in Blue Prism Group plc, representing a 55x return for Mercia's RisingStars Growth Fund I
Group financial highlights
· Investment portfolio fair value up by £12.7million or 24.4% to £64.7million, comprising £9.7million of net new capital invested and £3.0million of net upward fair value movements
· Net assets of £123.6million (H1 2016: £81.3million)
· Cash and short-term liquidity investments of £55.2million* (H1 2016: £24.0million)
· Revenue from investing activities increased 65.5% to £4.8million (H1 2016: £2.9million)
· Net expenses** decreased 40.0% to £0.9million (H1 2016: £1.5million)
· Pre-exceptional operating profit of £1.8million (H1 2016: £1.0million)
· Post-tax profit of £1.4million (H1 2016: £1.1million)
* Including £6.6million of cash held on behalf of third-party fund investors
** Total revenue less cost of sales and other administrative expenses
Post period end developments
· Non-exclusive partnership agreement signed with the University of Edinburgh, Mercia's sixth university partnership in Scotland
· £1.8million invested into Aston EyeTech, a new 'Emerging Star'
· First closing of a new 10-year growth fund, with initial commitments totalling £45.1milllion
Mark Payton, Chief Executive of Mercia Technologies PLC, said:
"Growth is the central theme throughout these interim results. We are pleased with the progress that our direct investments are making and the fair value increase has, in part, occurred as a result of successful syndicated investment rounds.
"We are also encouraged by the increase in the quantum of funds under management as this enables Mercia to continue to build a sustainable pipeline of potential future direct investments, with the aim of becoming the leading provider of Complete Capital in the key regions of the Midlands, the North of England and Scotland to deliver value for our shareholders.
"Set in the context that Mercia operates a long-term investment philosophy, by combining third-party managed funds with selective scale-up capital directly from its balance sheet, all parts of the Group are in a growth phase and so it is pleasing to see an increase in post-tax profits to £1.4million and Net Asset Value ("NAV") per share increase to 41.1pence. Mercia is well capitalised, with a highly liquid balance sheet and circa five years of investment capital within its managed funds. The Group is therefore capable of supporting both its existing direct investments and its future 'Emerging Stars'.
"We look forward to maintaining this momentum in the second half of the year as we continue to build a sustainable and ultimately self-sufficient investment model."
Enquiries:
Mercia Technologies PLC Mark Payton, Chief Executive Officer Martin Glanfield, Chief Financial Officer
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+44 (0)330 223 1430
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Cenkos Securities plc |
+44 (0)20 7397 8900 |
Stephen Keys, Camilla Hume (NOMAD and Joint Broker) |
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Canaccord Genuity Limited |
+44 (0)20 7523 8000 |
Simon Bridges, Emma Gabriel (Joint Broker) |
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Buchanan |
+44 (0)20 7466 5000 |
Bobby Morse, Victoria Hayns, Chris Lane, Stephanie Watson |
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Note to editors
Mercia is a national investment Group focused on the funding and scaling of innovative technology businesses with high growth potential from the UK regions. Mercia benefits from 19 university partnerships and eight offices across the Midlands, the North of England and Scotland providing it with access to high quality, regional deal flow. Mercia Technologies PLC is quoted on AIM with the epic "MERC".
Mercia's Complete Capital Solution initially nurtures businesses via its third-party funds (now with circa £350.0million under management) and then over time Mercia can provide further funding to its 'Emerging Stars' by deploying direct investment scale-up capital from its own balance sheet. Since its IPO in December 2014, the Group has invested over £46.0million directly across its portfolio of 'Emerging Stars'.
Chief Executive's Review
Mercia is a national investment group with a strong regional presence to access and support deal flow whilst providing long-term capital. Mercia's managed funds comprise venture, growth and debt funding which ensures extensive reach to all sources of deal flow, including from its recently increased 19 university partners. Over time, Mercia is able to scale 'Emerging Stars' from the funds' portfolios using its balance sheet capital. It is this end-to-end financial provision that we refer to as Mercia's Complete Capital Solution.
Mercia Fund Managers (the collective name for Mercia's FCA regulated fund management subsidiaries) is an important differentiator to Mercia's peer group. It provides both a strong pipeline of opportunities for the Group's balance sheet as well as ensuring that the majority of the Group's operating costs are offset by the revenues derived from this activity. Mercia's investment model relies on both fund clients and shareholders being satisfied with performance. Results to date demonstrate that both the assets within the funds are continuing to perform, with the notable recent further sale of Blue Prism Group plc shares, and that the direct investments (and thus NAV per share) are also continuing to grow in both number and value.
The direct investment strategy focuses on businesses emerging from our managed funds and is centred on four key technology sectors which we consider to be fast-growth segments of the global economy:
· Software & the Internet - artificial intelligence, cybersecurity, software-as-a service, analytical tools and adtech
· Digital & Digital Entertainment - virtual reality, augmented reality, mixed reality and serious games
· Electronics, Materials & Manufacturing/Engineering - energy, communications, high-value electronics and manufacturing applications
· Life Sciences & Biosciences - diagnostics, digital health and medical devices
University Partners
Our partnerships with some of the most forward-thinking universities across the Midlands, the North of England and Scotland provide a strong pipeline of innovative research and spinout opportunities for our Investment Team to consider. The network was increased to 19 universities following the recently announced partnership agreement with the University of Edinburgh. The University of Edinburgh continues to climb in all rankings and is regarded as one of the best universities in Europe, placed in seventh position by the Times Higher Education Ranking, and has the fifth highest university research budget in the UK. This latest partnership is expected to provide a significant number of investment opportunities from which we will grow our Scottish portfolio over the medium term.
Investment Team and Infrastructure
Mercia benefits from a talented and highly-experienced Investment Team across both equity and debt deployment. The Group has built a robust infrastructure of over 65 investment professionals and support staff across eight regional offices. The Group employs a blend of industry veterans, successful entrepreneurs and venture capitalists, all of whom provide the necessary insight to scale and exit investments focused on providing above-average industry returns over the long-term for our shareholders and managed funds clients. Our regional offices, university partnerships and the extensive personal networks of our Investment Team provide a comprehensive reach into deal flow and portfolio support, often resulting in Mercia being regarded as a preferred investment partner.
Direct Investments
The direct investment portfolio has made solid commercial progress during the period across each of the four sectors. Syndicated rounds, such as that with Invesco Asset Management which invested alongside Mercia in a £7.5million round into Oxford Genetics, demonstrate the value creation potential within our portfolio. A number of the portfolio companies are also experiencing strong revenue growth, including nDreams and Oxford Genetics, and four are profitable, including Science Warehouse and The Native Antigen Company. This continued progress is a strong endorsement of the Investment Team's aptitude to source and scale innovative investment opportunities with high growth potential.
Managed Funds
To ensure that Mercia has continued access to high quality regional deal flow, it is important that we have funds that operate across venture, growth and debt deployment. Mercia is therefore in a dynamic position of regularly raising new fund mandates to build on the investment return successes of our existing funds. Our goal with these managed funds is to unearth, support and accelerate a selection of the portfolio towards the balance sheet over the medium to long-term. As examples of newly raised fund capital, Mercia Growth Fund 7 (one of two professional client funds raised each year) recently closed a £6.3million fund raise which will be fully deployed by the end of the current tax year. Post period end, the Group has completed the first closing of a new 10-year growth fund, Enterprise Ventures Growth II LP, with initial commitments totalling £45.1million.
Financial Performance
Financial performance has demonstrated further progress during the six-month period with higher Group revenues of £4.8million (H1 2016: £2.9million), generated from both its fund management and direct investment activities. Valued in accordance with International Private Equity and Venture Capital Valuation Guidelines, the direct investment portfolio increased 24.4% to £64.7million. This included new direct investment totalling £9.7million and net unrealised fair value gains of £3.0million. NAV per share grew 7.9% to 41.1 pence (H1 2016: 38.1 pence).
Outlook
Key measures of progress for Mercia include growth in the value of the direct investment portfolio and Mercia Fund Managers' ability to raise and manage new third-party funds. The Group continues to develop well on both fronts. The leading benchmark of generating long-term shareholder returns is growth in NAV per share and, as a contributor to that goal, we continue to maintain tight control over administrative expenses to ensure that balance sheet capital is predominantly used for direct investment portfolio purposes. Growth in revenues from our managed fund activities therefore remains an important contributing factor in ensuring that Mercia's NAV erosion is minimised. This approach is enabling the Group to build a sustainable and ultimately self-sufficient investment model.
The potential impact of changes, both positive and negative, within what is a highly-regulated industry can be significant. It was encouraging to hear the recent and supportive announcements made in the Government's Autumn Budget including enhancements to the Enterprise Investment Scheme, an important source of early stage finance for Mercia, and the acknowledgement of the domestic importance of patient capital, with significant new near-term financial support coming from the Government. We believe that this will be a fillip for the sector and of benefit to Mercia. However, there is also some uncertainty given the slowing global economy and Brexit. Mercia has built internal capabilities and broadened its network of advisers, including the recent appointment of Canaccord Genuity as joint broker, to ensure that the Group is well placed for whatever macro-economic challenges arise. With a highly liquid balance sheet and circa five years of managed fund investment capital, the Group remains in a strong financial position.
Mercia has now been listed on AIM for almost three years and notwithstanding the fact that the cash invested in the direct portfolio thus far averages only 18 months, it is encouraging to see positive progress during this period, as measured by the net upward fair value movements. In addition, the Group has expanded its capacity to unearth potentially valuable businesses from the UK regions through significant growth in its funds under management, including three substantial new fund mandate wins during 2017. Together, the Board and senior management team remain significant shareholders in Mercia and strongly believe that its investment model is more relevant than ever in today's entrepreneurial environment and that the Group continues to be well placed to deliver long-term incremental shareholder value.
Dr Mark Payton
Chief Executive Officer
In the six months to 30 September 2017 we have invested a total of £9.7million in nine companies, building Mercia's position in a number of our core assets as well as introducing new syndicate partners into the financing rounds of several assets. As at 30 September 2017 the direct investment portfolio was held at a combined value of £64.7million which is up 24.4% from £52.0million as at 31 March 2017. This increase in value is driven by £9.7million of new capital invested and £3.0million of net upward fair value movements.
Since the period end we have invested a further £3.3million including a £1.8million investment into Aston EyeTech, a new 'Emerging Star'.
11 of the top 18 direct investments are discussed in more detail below and account for £52.4million (80.8%) of the carrying value of the entire direct investment portfolio.
We have continued to build a balanced portfolio during the period under review with £0.3million (3.1%) being invested in the Software & the Internet sector, £3.5million (36.1%) in Digital & Digital Entertainment, £3.4million (35.0%) in Electronics, Materials & Manufacturing/Engineering and £2.5million (25.8%) in Life Sciences & Biosciences.
In the last six months we have raised further rounds of capital with co-investors in some of our key assets including Oxford Genetics (£7.5million raised alongside Invesco Asset Management), Impression Technologies (£3.0million raised alongside Touchstone Innovations) and with angel investor syndicates at Warwick Audio Technologies (£3.1million) and nDreams (£2.7million). As our direct assets mature and require further scale-up capital, we will increasingly but selectively look to work with other investors.
Many of our assets across each of Mercia's four investment sectors have made excellent progress in the six months to 30 September 2017, resulting in net upward fair value movements of £3.0million, comprising £4.7million of fair value uplifts and £1.7million of fair value impairments. The uplifts were primarily driven by the syndicated third-party rounds at Oxford Genetics and Warwick Audio Technologies, together with an uplift on an enterprise value basis of The Native Antigen Company which is a growing, profitable business.
The principal downward value movement in the period resulted from a fall in the share price of AIM listed Concepta plc, despite continuing commercial progress. On 13 November 2017 Concepta raised a further £2.0million of capital via an oversubscribed equity fundraising, which we supported with a £365,000 investment and we remain confident in the prospect of building a successful business at Concepta. In addition to the mark-to-market fair value impairment of £1.3million for Concepta, we made further provisions amounting to £0.4million against four of the portfolio's smaller assets, which are outside the Group's top 18 holdings.
It has also been a successful period for our managed funds, with a good level of completions across both the regional and EIS/SEIS venture-focused funds, where we now have considerable capacity to support great technology projects in the UK regions. These additional managed funds are enabling us to build a strong pipeline of potential future 'Emerging Stars'. In the six months to 30 September 2017 we have added one new direct investment, Intechnica, and since the period end have added Aston EyeTech. We are continuing to use the managed funds capacity to help us shape investee companies' strategies, business models, management teams and boards before making direct balance sheet investments.
I remain pleased with how our Investment Team is performing across our core sectors and geographies. Our unique blend of experienced entrepreneurs who have deep insight into their chosen technology sectors, combined with investment professionals holding broad venture capital skills has, I believe, created a highly-skilled team with access to a strong pipeline throughout the UK regions.
Software & the Internet
The IT services and software market is a major growth sector of the UK and is expected to have grown to an estimated €59.0billion by the end of 2017, according to Statista.com. The UK regions have long established strengths in key areas such as artificial intelligence and cybersecurity, both of which are major drivers of growth in the sector. Our recently announced partnership with the University of Edinburgh will build upon the already strong access that we have to businesses in these sectors. Mercia has recently appointed a new head of its Software & the Internet sector, Dr Alistair Forbes. Alistair brings considerable technical and business leadership experience to the team. He has created, built and sold software businesses and taken general management roles in larger corporates. In recent years Alistair has built a portfolio of early stage investments and taken active board roles to help nurture these businesses. The core investment focus of the team remains in artificial intelligence, cybersecurity, software-as-a-service ("SaaS"), analytical tools and adtech.
During the six months ended 30 September 2017 key portfolio developments in this sector included:
Science Warehouse
As at 30 September 2017, Mercia held a 62.6% interest in Science Warehouse at a fair value of £9.9million (H1 2016: £9.9million). The company joined the portfolio on Mercia's admission to AIM in December 2014. No new investment was made during the period and the valuation at the period end remains unchanged.
Science Warehouse provides a SaaS spend management, cataloguing and procurement analysis platform which gives its users control of the purchasing cycle from requisition to payment. The platform is used by buyers who include higher education establishments such as the University of Cambridge and UCL, public sector research bodies such as the Francis Crick Institute and Public Health England, and the health sector including 33 NHS Trusts. It operates in the UK and has been building its operations in Australia. The company has an online catalogue of over 28.0million products and services with a core focus on scientific supplies. Over £650.0million of annual spend is transacted through its proprietary platform.
In the last six months the business has secured new contract wins in its core sectors and has seen rapid growth in its Australian user base. In the period to 30 September 2017 net revenues grew by circa 6.0% and as a result the company has moved back into consistent quarterly profitability, after a period of investment in both the core platform and extended product functionality. The company expects continued growth in the second half of its year with further profitability and cash generation.
Intelligent Positioning
As at 30 September 2017, Mercia held a 26.7% interest in Intelligent Positioning at a fair value of £2.5million (H1 2016: £1.8million), the investment being held at cost. Mercia made its first balance sheet investment in November 2015. No new investment was made during the period.
Intelligent Positioning's SaaS analytics platform provides real time analysis of a brand's search performance and market intelligence about competitors' market presence and industry wide trends through its Pi Datametrics product suite. The company has blue chip customers across all sectors but it has particularly strong momentum in retail (Harrods, SuperDry, Tesco, Debenhams, Clarks and Waterstones), online media (Condé Nast, Time Inc), gaming, financial services, telecoms and travel. Mercia first invested in the business through its managed funds in March 2015, which pivoted the company from a consulting to a product-led business.
In the last six months the company has continued to grow its monthly recurring revenues, adding a number of new customers including Dyson (intelligence for new platform rollout), GoCompare (market intelligence for strategic development) and the gaming business LeoVegas (intelligence for strategic market development). Its new overseas offices have seen some early success. In the USA, Intelligent Positioning has secured a strategic relationship with Publicis Groupe headed by MSL Group in New York, with scope to expand across the Publicis group of agencies, and has already won a major newsgroup as a customer. It has also enjoyed success in the Nordic region securing the highly regarded publisher Aftonbladet as a new customer.
During the period the company has extended its product functionality to include The Vault and Pi Market Intelligence, helping to position the brand as a supplier of software and data solutions that engages organisation wide digital decision-makers. Pi Market Intelligence leverages the continued development of Pi Datametrics proprietary commercial value scoring system OVS, which turns organic search performance data into business metrics. Looking forward, the company will build on its success internationally by investing further into its sales and marketing initiatives.
Digital & Digital Entertainment
PwC predicts that the UK's digital and media sector alone will grow over the next five years to be worth £72.0billion by 2021. Virtual reality ("VR"), which is cited as one of the fastest growing sectors within this market, is estimated to be worth £801.0million by 2021i. The creative industries are a key area of the UK economy with NESTA having identified 47 creative clusters in the UK, many of which are focused away from London and in Mercia's target regions of the Midlands, the North of England and Scotland.
Mike Hayes heads this sector on behalf of Mercia and oversees the investment activity of the Group by both its balance sheet and managed funds in VR, augmented reality, mixed reality and serious gaming.
During the six months ended 30 September 2017 key portfolio developments in this sector included:
nDreams
As at 30 September 2017, Mercia held a 45.6% interest in nDreams at a fair value of £13.0million (H1 2016: £7.7million). During the period Mercia invested a further £2.0million as part of a syndicated round of £2.7million. Mercia first invested in the business in March 2014 through its managed funds before making its first direct balance sheet investment in December 2014. The investment is held at the price of the last equity investment round.
nDreams provides creative content for the interactive VR entertainment market, developing and publishing games and experiences on high end smartphone and arcade VR devices. To date it has generated early sales revenue of over £2.0million, becoming one of Europe's largest developers of VR content. Its Perfect intellectual property ("IP") is rapidly becoming established as a leader in VR experiences. The company was originally founded to provide content for the PlayStation Home platform but pivoted in 2014 to take advantage of the significant investment in VR headsets from leading companies such as Oculus, Samsung, HTC, PlayStation and others.
The company is led by industry expert Patrick O'Luanaigh, supported by a strong management team and board, with Paul Fitzsimons, formerly a partner at Apax Partners, joining in the summer as chairman and Martin Prendergast of Concorde Solutions joining in September 2017 as COO.
Revenues are expected to increase significantly, driven via a combination of consumer sales of its own IP based games and highly strategic work for hire service deals with major headset providers and owners of original IP that want to move into VR. Its highly anticipated next title 'Shooty Fruity' is to be launched on 19 December 2017, following quickly on from 'Bloody Zombies' which was launched in September 2017.
Edge Case Games
As at 30 September 2017, Mercia held a 21.2% interest in Edge Case Games at a fair value of £3.1million (H1 2016: £2.3million). Mercia first invested in the business in September 2014 through its managed funds before making its first balance sheet investment in July 2015. During the period Mercia invested £0.8million and the investment is held at the price of the last syndicated investment round.
Edge Case Games has created and launched a free-to-play PC game, Fractured Space, which is a multi-arena battle game in the science fiction genre. The title has been released exclusively on the Steam platform and was originally part of Steam's early access programme. The title has so far generated over £1.5million in revenues via in-game purchases and has been quality rated in excess of 80.0%.
The company is led by industry experts James Brooksby and Chris Mehers. It employs one of the best development teams in this field and will be creating further free to play titles over the next one to two years. The team is evaluating third-party publishing opportunities to enable Fractured Space to receive the additional marketing support and free to play expertise required to scale the business and accelerate the title to become a market-leading brand.
Revenue for the year is expected to be £900,000 representing a 50.0% increase on the previous financial year; future revenues based on full marketing support are forecast to be significantly greater.
VirtTrade
As at 30 September 2017, Mercia held a 28.4% interest in VirtTrade at a fair value of £2.3million (H1 2016: £2.8million). During the period Mercia invested £0.8million. The investment is held at the price of the last equity investment round against which a 50.0% provision was made as at 31 March 2017, given slower sales revenues than were originally anticipated. Mercia first invested in the business in March 2014 through its managed funds before making its first balance sheet investment in January 2015.
VirtTrade is a developer of gamified collecting and trading apps. The company's proprietary technology enables users to collect and trade digital assets (such as virtual cards) with anyone in the world at any time. This capability is amplified by games and features that enhance the collector journey to create a more engaging user experience, moving beyond the restrictions of physical collecting.
Discovery Global Enterprises, the licensing arm of Discovery Communications, a $6.0billion NASDAQ-listed mass media corporation, has partnered with VirtTrade to develop and publish multiple apps over the next three years. Of the first two apps, Discovery Card Quest was launched in October 2017 and Animal Planet will be launched during the first half of 2018, both of which will be available on iOS and Android.
The company is led by managing director Paul Mayze who joined in March 2017 and was instrumental in securing the partnership with Discovery Communications, and he is now leading on future partnership opportunities. Paul has over 17 years' experience in digital technology and interactive entertainment. He has held leadership positions at disruptive mobile identity provider Yoti, Sunday Times Fast Track winner Monumental Games and third sector digital consultancy, UP. VirtTrade is focused on expanding its operations to become the world's leading publisher of tradable digital collectibles, providing IP owners with a one-stop route to market.
Electronics, Materials & Manufacturing/Engineering
According to the Employers' Engineering Federation the UK employs 2.6million people in manufacturing and it accounts for 10.0% of economic output, placing Britain in eighth position out of the largest manufacturing nations in the worldii. It is a vibrant sector and one which Mercia believes holds significant opportunities to unearth value creating deal flow.
Mark Volanthen heads this sector and Mercia has a particular interest in energy, communications, high value electronics and manufacturing applications; areas in which the Investment Team has specialist knowledge and extensive personal networks.
During the six months ended 30 September 2017 key portfolio developments in this sector included:
Warwick Audio Technologies
As at 30 September 2017, Mercia held a 64.0% interest in Warwick Audio Technologies at a fair value of £6.2million (H1 2016: £2.4million). During the period Mercia invested £1.9million gross as part of a £3.1million syndicated investment round alongside GuoGuang Electric Co ("GGEC") and a number of sophisticated private investors, and as a result has recognised a fair value uplift of £1.6million following this investment round. Mercia first invested in Warwick Audio Technologies through its managed funds in 2007 and made its first balance sheet investment in December 2014. The investment is held at the price of the last investment round.
Originally a spinout from the University of Warwick, Warwick Audio Technologies, which is based in the Midlands, has developed and patented a new style of electrostatic speaker. The speaker is extremely lightweight, thin and flexible and produces very high-quality audio at a low manufactured cost. Additionally, the novel manufacturing process pioneered with this design enables the speakers to be produced at scale to a very high standard, with consistent performance. This combination of attributes makes the speakers extremely attractive to both the high-end headphone market and the $3.0billion automotive audio market.
In the last six months the company has continued to build on headphone product sales and has now established an international network of 11 distributors covering 16 countries, which will provide further growth during 2018. It has also seen the strong performance of its High-Precision Electrostatic Laminate ("HEPL") transducers independently validated through public reviews and the Sonoma Model One has received positive reviews from both audiophile reviewers and leading figures in the professional recording industry. Following the launch of Sonoma Model One, the company is now actively following up on interest from audio suppliers to the automotive market.
Impression Technologies
As at 30 September 2017, Mercia held a 26.4% interest in Impression Technologies at a fair value of £3.1million (H1 2016: £1.5million). During the period Mercia invested £1.5million as part of a syndicated round of £3.0million alongside Touchstone Innovations and the investment is held at the price of that investment round. A further tranche of capital is expected to be invested into the business in 2018. Mercia first invested in Impression Technologies through its managed funds in 2014 and made its first balance sheet investment in July 2015.
Located in Coventry and based on intellectual property developed at the University of Birmingham and Imperial College London, Impression Technologies has a proprietary Hot Form Quench (HFQ®) technology for developing complex, high strength and lightweight aluminium components for the automotive, aerospace and industrial sectors.
The business is making significant progress following the opening of its HFQ® facility in Coventry a year ago. It has generated high levels of interest from a number of leading automotive original equipment manufacturers ("OEMs") and their Tier 1 suppliers. The company already has parts in production on Aston Martin and Lotus cars and is now in commercial discussions with a number of leading brands and electric vehicle manufacturers. During the period, it has formed relationships with Tier 1 suppliers in the USA and in the UK and is also now in discussions with a number of aerospace OEMs and their Tier 1 suppliers. Its success in securing a significant APC7 grant award with a world class consortium including Gestamp Washington UK (a wholly-owned subsidiary of Gestamp Automoción, one of the world's largest suppliers of automotive body and chassis components) is further evidence of the growing interest in HFQ® technology and creates pathways into high volume automotive markets globally. The company's capability in simulation, design and delivering low volume production parts supports its strategy to develop HFQ® as the industry standard, ultimately licensing the technology for high volume global markets.
In the last six months the team has been further strengthened by the addition of Rex Vevers as CFO and Bruce Girvan as director of IP & licensing, both formerly of Ceres Power plc. Simon Griffiths, formerly a senior manager at Jaguar Land Rover has also joined as director of operations & project management.
Faradion
As at 30 September 2017, Mercia held a 13.6% interest in Faradion at a fair value of £1.3million (H1 2016: £nil). The investment is held at cost. Funds managed by the Group first invested in Faradion in February 2010 and Mercia made its first direct investment in January 2017. No new investment was made during the period.
Faradion is a leading developer of low cost sodium-ion battery technology. The technology is suitable for a wide range of applications such as industrial and residential storage, power for telecom base stations and bus transport. It is targeting a global rechargeable battery market estimated to be worth in excess of $65.0billioniii. The cost of materials needed for a sodium-ion battery is at least 30.0% less than the equivalent cost for lithium-ion, offers a higher level of safety and is less susceptible to rare metal price movements.
Faradion was co-founded in 2010 by CTO Dr Jerry Barker, a world-renowned battery scientist who had previously set up and managed battery research facilities in both the USA and the UK. Co-founder and chair Dr Chris Wright is a highly experienced entrepreneur and was formerly group operations director of AEA Technology PLC.
Faradion's patent portfolio continues to build and now includes 22 patents filed with 11 granted across Europe, China, Japan and the USA.
Life Sciences & Biosciences
This is one of the largest economic sectors in the UK driven in part by an aging population and the economic impact of chronic diseases. The life sciences sector generates £64.0billion of turnover in the UK and employs more than 233,000 scientists and staff; the global market is expected to reach more than £2.0trillion by 2023 from its current value of £1.6trillioniv. The UK regions play a significant role in contributing to sector UK Gross Domestic Product ("GDP") with organisations such as the Northern Health Science Alliance and BioCity Group helping to drive innovation outside of London and the South East.
Peter Dines heads this sector on behalf of Mercia and the Investment Team has a particular interest in diagnostics, digital health and medical devices.
During the six months ended 30 September 2017 key portfolio developments in this sector included:
Oxford Genetics
As at 30 September 2017, Mercia held a 40.6% interest in Oxford Genetics at a fair value of £7.0million (H1 2016: £1.2million). Mercia has recognised a fair value uplift of £2.3million following a syndicated investment round of £7.5million during the period, in which Mercia contributed £2.0million and Invesco Asset Management £5.5million. In addition, and ahead of this round, the Group invested £0.5million in June 2017 to support its commercialisation strategy. Mercia first invested in the business through its managed funds in July 2013 before making its first direct balance sheet investment in December 2015.
Oxford Genetics is a specialist designer and developer of biological molecules such as proteins, viruses and cells within the growing synthetic biology market (estimated to be worth circa $38.8billion by 2020v), with cell line development services alone having an estimated value of $1.9billion. The company continues to rapidly expand as it successfully executes its strategy of exploiting its market leading approach in DNA and bioproduction optimisation, with cell line development and technology licensing.
The new syndicated round of capital will help further scale the business. In addition to this investment, the company has also secured £1.9million of grant funding to accelerate growth in the bioproduction and complex antibody discovery system product lines. The company benefits from exceptional talent at all levels in the organisation. Post period end Martin Hall, previously finance director of Allinea Software (which Mercia sold to ARM for circa 21x its original fund investment cost), has joined the board as chief financial officer to support its future growth.
The company has opened a sales office in the USA and revenues continue to double year-on-year. Six licence agreements were signed with pharma technology and biotech companies during the period and these are expected to contribute to continuing strong revenue growth.
The Native Antigen Company
As at 30 September 2017 Mercia held a 32.7% interest in The Native Antigen Company at a fair value of £1.9million (H1 2016: £1.1million). Mercia first invested in the business through its managed funds in November 2010. £22,000 was invested in the company during the period. The investment is held at an enterprise value, on a trading multiple basis plus cash.
The business, which was originally a spinout from the University of Birmingham and formed in 2010, specialises in the research, development and scale-up manufacturing of highly pure viral and bacterial native antigens. It trades with over 50 organisations worldwide across pharma, diagnostics and research markets, with a particular focus on supplying antigens to assist in combatting infectious diseases such as Zika virus and Dengue fever. Exports account for 90.0% of its sales, much of which is annual repeat business. The company has been focused on growing its top line revenue and continuing to reinvest in its own product ranges.
The Native Antigen Company's revenues have increased in the last twelve months from £1.0million to £1.7million and the business is highly profitable.
Concepta
As at 30 September 2017 Mercia held an 18.2% interest in Concepta at a fair value of £2.1million (H1 2016: £3.9million). Mercia's first direct investment in Concepta was made in May 2016 and the first investment via the Group's managed funds was in November 2013. No new investment was made during the period although post period end, on 13 November 2017, Concepta announced an oversubscribed equity fundraising of £2.0million of which Mercia invested £365,000. The investment is held at its closing bid price on 30 September 2017.
Concepta was founded in 2013 and has developed a proprietary platform and suite of products targeting the personalised mobile health market, with a primary focus on unexplained women's infertility. The company has a defined route to market for its new 'myLotus' product with regulatory approvals for launch in China now in place and CE-Marking for UK and Europe in process. The revenue potential is significant with the Chinese and EU infertility markets estimated by Concepta's board to be worth approximately £600.0million per annum.
Progress during the period has been positive with the company completing its first sales order for £0.2million, received from HuanZhong Biotech Co Ltd. The certification of the Doncaster production facility is expected to be complete by the end of 2017 and this will support the planned manufacturing growth. Post period end, the company has also signed two three-year exclusive distribution agreements which will expand Concepta's product offering in China, targeting a total population of 147.0million people. In addition, Concepta announced on 13 November 2017 that it had received an order for £0.6million, with revenues from this order expected to be realised in the near term.
Concepta plans to launch in Europe over the medium term and continues to add high calibre individuals at both non-executive and executive level. The board has been strengthened with the appointment of Neil Mesher, CEO of Philips UK & Ireland, as a non-executive director. Neil has more than 25 years of global experience within the healthcare and consumer electronics industries. Post period end David Darrock, who has significant experience in industry specific manufacturing processes, joined as COO.
Further positive progress has been achieved during the period under review, with both direct portfolio fair value net gains and a reduction in net expenses (being total revenue less cost of sales and other administrative expenses), compared with the corresponding period last year.
Revenue increased 65.5% to £4.8million (H1 2016: £2.9million) whilst cost of sales and administrative expenses combined increased by 32.6% to £5.7million (H1 2016: £4.3million). The higher revenue growth relative to the Group's increased cost base resulted in a reduction in the Group's net expenses to £0.9million (H1 2016: £1.5million). The Group's revenue increase was largely derived from the growing quantum of funds under management and the generally positive performance of those funds, whilst the cost base increase arose mainly from the recruitment of additional investment staff to manage and deploy the 2017 new fund mandate wins.
During the six months ended 30 September 2017 the Group invested £9.7million net (H1 2016: £5.7million) in eight existing and one new direct investment (H1 2016: six and three respectively). Since the period end the Group has invested a further £3.3million (H1 2016: £1.7million) in four (H1 2016: four) existing and one new 'Emerging Star'. The increased investment momentum seen in the first half of the financial year is expected to continue in the second half.
Net fair value gains during the period totalled £3.0million (H1 2016: £2.8million) and as at 30 September 2017 the fair value of the Group's direct investment portfolio was £64.7million (H1 2016: £46.6million). Net assets at the period end were £123.6million (H1 2016: £81.3million), including cash and short-term deposits totalling £55.2million (H1 2016: £24.0million), which included £6.6million of cash held on behalf of third-party fund investors (H1 2016: £nil).
Notwithstanding an exceptional charge of £0.6million (H1 2016: £nil), being additional accrued deferred consideration in respect of the acquisition of Enterprise Ventures Group Limited ("EV"), the net fair value gains combined with the reduction in net expenses contributed favourably to result in a consolidated total comprehensive profit for the period of £1.4million (H1 2016: £1.1million). This in turn has resulted in an increase in net assets per share to 41.1 pence (H1 2016: 38.1 pence).
Summarised consolidated statement of comprehensive income
|
Six months ended 30 September 2017 £'000 |
Six months ended 30 September 2016 £'000 |
Year ended 31 March 2017 £'000 |
Revenue |
4,849 |
2,887 |
6,660 |
Cost of sales |
(55) |
(49) |
(92) |
Administrative expenses |
(5,642) |
(4,292) |
(9,051) |
Net expenses |
(848) |
(1,454) |
(2,483) |
Fair value movements in investments |
3,033 |
2,807 |
4,268 |
Realised gains on disposal of investments |
- |
- |
839 |
Share-based payments charge |
(234) |
(166) |
(395) |
Amortisation of intangible assets |
(150) |
(150) |
(301) |
Operating profit before exceptional item |
1,801 |
1,037 |
1,928 |
Exceptional item |
(562) |
- |
(1,125) |
Finance income |
165 |
97 |
186 |
Taxation |
27 |
- |
54 |
Profit and total comprehensive income for the financial period |
1,431 |
1,134 |
1,043 |
Basic and diluted earnings per Ordinary share (pence) |
0.48 |
0.53 |
0.47 |
Revenue and cost of sales
Total revenues of £4,849,000 (H1 2016: £2,887,000) comprise fund management fees, initial management fees from new investments, investment director monitoring fees and sundry business services income. Cost of sales represents third-party fees incurred for administering the funds under management by Mercia Fund Management Limited ("MFM").
Administrative expenses
Total administrative expenses of £5,642,000 (H1 2016: £4,292,000) consisted predominantly of staff related costs, the majority of whom are investment professionals managing both the funds' and the balance sheet investment portfolios.
Fair value movements in investments
|
Six months ended 30 September 2017 £'000 |
Six months ended 30 September 2016 £'000 |
Year ended 31 March 2017 £'000 |
Investment movements excluding cash invested: |
|
|
|
Unrealised gains on the revaluation of investments |
4,719 |
6,052 |
8,800 |
Unrealised losses on the revaluation of investments |
(1,686) |
(3,245) |
(4,532) |
Net fair value gain |
3,033 |
2,807 |
4,268 |
For the six months ended 30 September 2017, unrealised fair value gains arose in five (H1 2016: five) out of the Group's 25 (H1 2016: 26) direct investments. The largest fair value gain was Oxford Genetics, which accounted for £2,315,000 of the total, following a successful syndicated funding round. There were five (H1 2016: five) fair value impairments, the largest being £1,275,000 for Concepta, which arose from a fall in its share price during the period, despite continuing commercial progress.
Share-based payments charge
The £234,000 (H1 2016: £166,000) non-cash charge arises from the issue of share options to Executive Directors and other employees of the Group for the period from IPO to 30 September 2017.
Amortisation of intangible assets
The amortisation charge of £150,000 (H1 2016: £150,000) represents amortisation of the acquired intangible assets of EV for the six-month period under review.
Exceptional item
The exceptional item of £562,000 (H1 2016: £nil) represents a further 25.0% of the total anticipated deferred consideration payable in respect of the acquisition of EV, as the deferred consideration period is now approximately 75.0% complete. Payment of the deferred consideration in new Mercia shares is contingent upon EV raising at least £80,000,000 of net new third-party funds during the two-year period following its acquisition, plus each of the vendors still being employed by the Group on the second anniversary of completion, being 9 March 2018.
Finance income
Finance income of £165,000 (H1 2016: £97,000) was predominantly interest receivable earned on the Group's cash balances and short-term liquidity investments. The increase from H1 2016 is attributable to the Group's successful placing of new Ordinary shares in February 2017 which raised £38,750,000 net of share issue costs.
Balance sheet and cash flows
Net assets at the period end of £123,581,000 (H1 2016: £81,341,000) were predominantly made up of the Group's direct investment portfolio, together with cash and short-term liquidity investments. The Group has limited working capital needs due to the nature of its business.
Direct investment portfolio
During the six months under review, Mercia's direct investment portfolio grew from £52,028,000 (H1 2016: £38,143,000) to £64,740,000 (H1 2016: £46,616,000). The table below lists the Group's direct investments by value as at 30 September 2017, including a breakdown of the net cash invested during the period, fair value movements at the period end and the equity percentage of each company owned. At the period end, the leading 18 direct investments represented 98.8% of the total portfolio value (H1 2016: 98.1%).
|
Net investment value As at 1 April 2017 £'000 |
Net cash invested Six months to 30 September 2017 £'000 |
Fair value movement Six months to 30 September 2017 £'000 |
Net investment value As at 30 September 2017 £'000 |
Percentage held As at 30 September 2017 % |
nDreams Ltd |
10,979 |
2,000 |
- |
12,979 |
45.6 |
Science Warehouse Ltd |
9,913 |
- |
- |
9,913 |
62.6 |
Oxford Genetics Ltd |
2,196 |
2,500 |
2,315 |
7,011 |
40.6 |
Warwick Audio Technologies Ltd |
2,791 |
1,800 |
1,560 |
6,151 |
64.0 |
Impression Technologies Ltd |
1,500 |
1,500 |
80 |
3,080 |
26.4 |
Edge Case Games Ltd |
2,310 |
750 |
- |
3,060 |
21.2 |
Ton UK Ltd t/a Intelligent Positioning |
2,500 |
- |
- |
2,500 |
26.7 |
PsiOxus Therapeutics Ltd |
2,377 |
- |
- |
2,377 |
1.5 |
VirtTrade Ltd |
1,538 |
750 |
- |
2,288 |
28.4 |
Smart Antenna Technologies Ltd |
2,259 |
- |
- |
2,259 |
28.2 |
Concepta plc |
3,400 |
- |
(1,275) |
2,125 |
18.2 |
The Native Antigen Company Ltd |
1,141 |
22 |
731 |
1,894 |
32.7 |
LM Technologies Ltd |
1,770 |
|
- |
1,770 |
41.4 |
Soccer Manager Ltd |
1,599 |
- |
- |
1,599 |
31.6 |
Crowd Reactive Ltd |
1,500 |
- |
- |
1,500 |
28.3 |
sureCore Ltd |
1,500 |
- |
- |
1,500 |
23.0 |
Faradion Ltd |
1,299 |
- |
- |
1,299 |
13.6 |
Medherant Ltd |
650 |
- |
- |
650 |
11.3 |
Other investments |
806 |
357 |
(378) |
785 |
n/a |
Totals |
52,028 |
9,679 |
3,033 |
64,740 |
n/a |
Cash and short-term liquidity investments
At the period end, Mercia had total cash and short-term liquidity investments of £55,167,000 (H1 2016: £24,011,000) comprising cash of £30,167,000 (H1 2016: £24,011,000) and short-term liquidity investments of £25,000,000 (H1 2016: £nil). Included in period end cash is £6,640,000 (H1 2016: £nil) in respect of Mercia Growth Funds' cash balances held by MFM on their third-party fund investors' behalf, pending investment. The overriding emphasis of the Group's treasury policy remains the preservation of its shareholders' cash for investment and working capital purposes, not yield. At the period end the Group's cash and short-term liquidity investments (which is cash on deposit with maturities between three and six months) were spread across five leading United Kingdom banks.
The summarised movement in the Group's cash position during the six months ended 30 September 2017 is shown below.
|
Six months ended 30 September 2017 £'000 |
Six months ended 30 September 2016 £'000 |
Year ended 31 March 2017 £'000 |
Opening cash and short-term liquidity investments |
63,829 |
30,932 |
30,932 |
Net cash generated from/(used in) operating activities |
921 |
(1,295) |
3,681 |
Net cash used in investing activities (including capital expenditure and interest received) |
(9,583) |
(5,626) |
(9,534) |
Issued share capital |
- |
- |
40,000 |
Share issue costs charged to share premium account |
- |
- |
(1,250) |
Period end cash and short-term liquidity investments |
55,167 |
24,011 |
63,829 |
Martin Glanfield
Chief Financial Officer
For the six months ended 30 September 2017
|
Note |
Unaudited Six months ended 30 September 2017 £'000 |
Unaudited Six months ended 30 September 2016 £'000 |
Audited Year ended 31 March 2017 £'000 |
Revenue |
2 |
4,849 |
2,887 |
6,660 |
Cost of sales |
|
(55) |
(49) |
(92) |
Gross profit |
|
4,794 |
2,838 |
6,568 |
Fair value movements in investments |
3 |
3,033 |
2,807 |
4,268 |
Realised gains on disposal of investments |
|
- |
- |
839 |
Administrative expenses: |
|
|
|
|
Share-based payments charge |
|
(234) |
(166) |
(395) |
Amortisation of intangible assets |
|
(150) |
(150) |
(301) |
Other administrative expenses |
|
(5,642) |
(4,292) |
(9,051) |
Operating profit before exceptional item |
|
1,801 |
1,037 |
1,928 |
Exceptional item |
4 |
(562) |
- |
(1,125) |
Operating profit |
|
1,239 |
1,037 |
803 |
Finance income |
|
165 |
97 |
186 |
Profit before taxation |
|
1,404 |
1,134 |
989 |
Taxation |
|
27 |
- |
54 |
Profit and total comprehensive income for the financial period |
|
1,431 |
1,134 |
1,043 |
Basic and diluted earnings per Ordinary share (pence) |
5 |
0.48 |
0.53 |
0.47 |
All results derive from continuing operations.
The accompanying notes are an integral part of these interim financial statements.
As at 30 September 2017
|
Note |
Unaudited As at 30 September 2017 £'000 |
Unaudited As at 30 September 2016 £'000 |
Audited As at 31 March 2017 £'000 |
|
Assets |
|
||||
Non-current assets |
|
||||
Goodwill |
6 |
10,328 |
10,328 |
10,328 |
|
Intangible assets |
7 |
1,036 |
1,337 |
1,186 |
|
Property, plant and equipment |
|
145 |
180 |
151 |
|
Investments |
8 |
64,740 |
46,616 |
52,028 |
|
Total non-current assets |
|
76,249 |
58,461 |
63,693 |
|
Current assets |
|
||||
Trade and other receivables |
|
1,512 |
693 |
747 |
|
Short-term liquidity investments |
9 |
25,000 |
- |
35,000 |
|
Cash and cash equivalents |
9 |
30,167 |
24,011 |
28,829 |
|
Total current assets |
|
56,679 |
24,704 |
64,576 |
|
Total assets |
|
132,928 |
83,165 |
128,269 |
|
Current liabilities |
|
||||
Trade and other payables |
10 |
(9,157) |
(1,553) |
(6,698) |
|
Non-current liabilities |
|
|
|
|
|
Deferred taxation |
|
(190) |
(271) |
(217) |
|
Total liabilities |
|
(9,347) |
(1,824) |
(6,915) |
|
Net assets |
|
123,581 |
81,341 |
121,354 |
|
Equity |
|
|
|
|
|
Issued share capital |
|
3 |
2 |
3 |
|
Share premium |
|
48,243 |
9,494 |
48,243 |
|
Other distributable reserve |
|
70,000 |
70,000 |
70,000 |
|
Retained earnings |
|
2,745 |
1,405 |
1,314 |
|
Share-based payments reserve |
|
903 |
440 |
669 |
|
Other reserve |
|
1,687 |
- |
1,125 |
|
Total equity |
|
123,581 |
81,341 |
121,354 |
|
The accompanying notes are an integral part of these interim financial statements.
The consolidated interim financial statements of Mercia Technologies PLC were approved by the Board of Directors and authorised for issue on 6 December 2017. They were signed on its behalf by:
Dr Mark Payton Martin Glanfield
Chief Executive Officer Chief Financial Officer
For the six months ended 30 September 2017
|
Note |
Unaudited Six months ended 30 September 2017 £'000 |
Unaudited Six months ended 30 September 2016 £'000 |
Audited Year ended 31 March 2017 £'000 |
|
Cash flows from operating activities: |
|
||||
Operating profit |
|
1,239 |
1,037 |
803 |
|
Adjustments to reconcile operating profit to net cash flows generated from/(used in) operating activities: |
|
|
|
|
|
Depreciation of property, plant and equipment |
|
40 |
37 |
76 |
|
Fair value movements in investments |
|
(3,033) |
(2,807) |
(4,268) |
|
Realised gains on disposal of investments |
|
- |
- |
(839) |
|
Share-based payments charge |
|
234 |
166 |
395 |
|
Amortisation of intangible assets |
|
150 |
150 |
301 |
|
Exceptional item - deferred consideration payable |
|
562 |
- |
1,125 |
|
Working capital adjustments: |
|
||||
(Increase)/decrease in trade and other receivables |
|
(730) |
90 |
73 |
|
Increase in trade and other payables |
|
2,459 |
32 |
5,177 |
|
Net cash generated from/(used in) operating activities |
|
921 |
(1,295) |
2,843 |
|
Cash flows from investing activities: |
|
||||
Purchase of direct investments |
|
(9,729) |
(5,757) |
(11,828) |
|
Proceeds from the sale of direct investments |
|
- |
- |
2,909 |
|
Investee company loan repayments |
|
50 |
91 |
140 |
|
Net cash flows from direct investment activities |
|
(9,679) |
(5,666) |
(8,779) |
|
Cash flows from other investing activities: |
|
||||
Purchase of property, plant and equipment |
|
(34) |
(72) |
(82) |
|
Interest received |
|
130 |
112 |
165 |
|
Decrease/(increase) in short-term liquidity investments |
|
10,000 |
10,000 |
(25,000) |
|
Net cash generated from/(used in) other investing activities |
|
10,096 |
10,040 |
(24,917) |
|
Net cash generated from/(used in) total investing activities |
|
417 |
4,374 |
(33,696) |
|
Cash flows from financing activities: |
|
|
|
|
|
Proceeds from the issue of Ordinary shares |
|
- |
- |
40,000 |
|
Transaction costs relating to the issue of Ordinary shares |
|
- |
- |
(1,250) |
|
Net cash generated from financing activities |
|
- |
- |
38,750 |
|
Net increase in cash and cash equivalents |
|
1,338 |
3,079 |
7,897 |
|
Cash and cash equivalents at the beginning of the period |
|
28,829 |
20,932 |
20,932 |
|
Cash and cash equivalents at the end of the period |
9 |
30,167 |
24,011 |
28,829 |
|
For the six months ended 30 September 2017
|
Issued share capital £'000 |
Share premium £'000 |
Other distributable reserve £'000 |
Retained earnings £'000 |
Share-based payments reserve £'000 |
Other reserve £'000 |
Total £'000 |
As at 1 April 2016 (audited) |
2 |
9,494 |
70,000 |
271 |
274 |
- |
80,041 |
Profit and total comprehensive income for the period |
- |
- |
- |
1,134 |
- |
- |
1,134 |
Share-based payments charge |
- |
- |
- |
- |
166 |
- |
166 |
As at 30 September 2016 (unaudited) |
2 |
9,494 |
70,000 |
1,405 |
440 |
- |
81,341 |
Loss and total comprehensive loss for the period |
- |
- |
- |
(91) |
- |
- |
(91) |
Issue of share capital |
1 |
39,999 |
- |
- |
- |
- |
40,000 |
Costs of share capital issued |
- |
(1,250) |
- |
- |
- |
- |
(1,250) |
Share-based payments charge |
- |
- |
- |
- |
229 |
- |
229 |
Deferred consideration payable |
- |
- |
- |
- |
- |
1,125 |
1,125 |
As at 31 March 2017 (audited) |
3 |
48,243 |
70,000 |
1,314 |
669 |
1,125 |
121,354 |
Profit and total comprehensive income for the period |
- |
- |
- |
1,431 |
- |
- |
1,431 |
Share-based payments charge |
- |
- |
- |
- |
234 |
- |
234 |
Deferred consideration payable |
- |
- |
- |
- |
- |
562 |
562 |
As at 30 September 2017 (unaudited) |
3 |
48,243 |
70,000 |
2,745 |
903 |
1,687 |
123,581 |
Notes to the interim financial statements
For the six months ended 30 September 2017
1. Accounting policies
The principal accounting policies applied in the presentation of the condensed consolidated interim financial statements of Mercia Technologies PLC ('the Group', 'Mercia', 'the Company') are consistent with those followed in the preparation of the Group's Annual Report and financial statements for the year ended 31 March 2017. These policies have been consistently applied throughout the period ended 30 September 2017 unless otherwise stated.
General information
Mercia Technologies PLC is a public limited company incorporated and domiciled in the United Kingdom, with registered number 09223445. Its Ordinary shares are admitted to trading on the Alternative Investment Market ("AIM") of the London Stock Exchange. The registered office address is Mercia Technologies PLC, Forward House, 17 High Street, Henley-in-Arden B95 5AA. Mercia Technologies PLC's Ordinary shares were admitted to trading on AIM on 18 December 2014.
Basis of preparation
The financial information presented in these condensed consolidated interim financial statements constitutes the condensed consolidated financial statements of Mercia Technologies PLC and its subsidiaries for the six months ended 30 September 2017. These condensed consolidated interim financial statements should be read in conjunction with the Group's Annual Report and financial statements for the year ended 31 March 2017, which have been prepared in accordance with European Union ("EU") endorsed International Financial Reporting Standards ("IFRSs"), the IFRS Interpretations Committee (formerly the International Financial Reporting Interpretations Committee ("IFRIC")) interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.
These condensed consolidated interim financial statements and the comparative financial information presented in these condensed consolidated interim financial statements for the period ended 30 September 2017 do not constitute full statutory accounts within the meaning of Section 434 of the Companies Act 2006. The Group's Annual Report and financial statements for the year ended 31 March 2017 were approved by the Board on 30 June 2017 and have been delivered to the Registrar of Companies. The Group's independent auditor's report on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.
The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting as adopted by the European Union and the AIM Rules of the London Stock Exchange, on the going concern basis and under the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities at fair value through profit or loss, as required by IAS 39 'Financial Instruments: Recognition and Measurement'.
No new or revised standards or interpretations that have become effective during the period ended 30 September 2017 have had a material effect on the financial statements of the Group.
The financial information in these condensed consolidated interim financial statements, which were approved by the Board and authorised for issue on 6 December 2017, has been reviewed by the Group's independent auditor.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In preparing these condensed consolidated interim financial statements, the significant judgements made by the Directors in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those applied to the consolidated financial statements for the year ended 31 March 2017.
Principal risks and uncertainties
The risks and uncertainties that the Board considered to be key to achieving the Group's strategic objectives were detailed in the Annual Report and financial statements for the year ended 31 March 2017. A further assessment was made at the half year and the significant risks identified were unchanged from those presented in the Annual Report.
Going concern
Based on the overall strength of the Group's balance sheet, including its significant liquidity position at the period end, together with its forecast future operating and investment activities, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors have adopted the going concern basis in preparing these condensed consolidated interim financial statements.
2. Segmental reporting
For the six months ended 30 September 2017, the Group's revenue and profit were derived from its principal activity within the United Kingdom.
The Group has only one operating segment, being Investment, because the results of the Group are monitored on a Group-wide basis. The Group's Chief Operating Decision Maker, the Board of Directors, assesses the performance of the operating segment using financial information which is measured and presented in a consistent manner.
An analysis of the Group's revenue is as follows:
|
Unaudited Six months ended 30 September 2017 £'000 |
Unaudited Six months ended 30 September 2016 £'000 |
Audited Year ended 31 March 2017 £'000 |
Fund management fees |
3,564 |
1,654 |
4,068 |
Initial management fees |
374 |
329 |
748 |
Portfolio directors' fees |
879 |
865 |
1,747 |
Other revenue |
32 |
39 |
97 |
Total revenue |
4,849 |
2,887 |
6,660 |
3. Fair value movements in investments
|
Unaudited Six months ended 30 September 2017 £'000 |
Unaudited Six months ended 30 September 2016 £'000 |
Audited Year ended 31 March 2017 £'000 |
Net fair value movements in investments |
3,033 |
2,807 |
4,268 |
No other gains or losses have been recognised in respect of loans and receivables. No gains or losses have been recognised on financial liabilities measured at amortised cost.
4. Exceptional item
The exceptional item for the period represents a further 25.0% of the total anticipated deferred consideration payable in respect of the acquisition of Enterprise Ventures Group Limited ("EV"), as the deferred consideration period is now approximately 75.0% complete. The deferred consideration is contingent upon EV raising at least £80,000,000 of net new third-party funds during the two-year period following its acquisition and each of the vendors still being employed by the Group on the second anniversary of completion, being 9 March 2018. The exceptional item for the year ended 31 March 2017 represents 50.0% of the total anticipated deferred consideration payable in respect of the acquisition of EV.
5. Earnings per share
Basic earnings per share is calculated by dividing the profit for the financial period by the weighted average number of Ordinary shares in issue during the period. Diluted earnings per share is computed by dividing the profit for the financial period by the weighted-average number of Ordinary shares outstanding and, when dilutive, adjusted for the effect of all potentially dilutive shares, including share options on an as-if-converted basis. The potential dilutive shares are included in diluted earnings per share computations on a weighted average basis for the period. The profit and weighted average number of shares used in the calculations are set out below.
|
Unaudited Six months ended 30 September 2017 |
Unaudited Six months ended 30 September 2016 |
Audited Year ended 31 March 2017 |
Profit for the financial period (£'000) |
1,431 |
1,134 |
1,043 |
Weighted average number of Ordinary shares (basic and diluted) ('000) |
300,602 |
213,646 |
223,890 |
Earnings per Ordinary share basic and diluted (pence) |
0.48 |
0.53 |
0.47 |
6. Goodwill
|
£'000 |
Cost |
|
As at 1 April 2016 (audited) |
10,328 |
As at 30 September 2016 (unaudited) |
10,328 |
As at 31 March 2017 (audited) |
10,328 |
As at 30 September 2017 (unaudited) |
10,328 |
Included in goodwill is £7,873,000 which arose on the acquisition of the entire issued share capital of EV on 9 March 2016. This represents the difference between the fair value of consideration transferred and the fair value of assets acquired and liabilities assumed.
7. Intangible assets
|
£'000 |
Cost |
|
As at 1 April 2016 (audited) |
1,504 |
As at 30 September 2016 (unaudited) |
1,504 |
As at 31 March 2017 (audited) |
1,504 |
As at 30 September 2017 (unaudited) |
1,504 |
Accumulated amortisation |
|
As at 1 April 2016 (audited) |
17 |
Charge for the period |
150 |
As at 30 September 2016 (unaudited) |
167 |
Charge for the period |
151 |
As at 31 March 2017 (audited) |
318 |
Charge for the period |
150 |
As at 30 September 2017 (unaudited) |
468 |
Net book value |
|
As at 31 March 2016 (audited) |
1,487 |
As at 30 September 2016 (unaudited) |
1,337 |
As at 31 March 2017 (audited) |
1,186 |
As at 30 September 2017 (unaudited) |
1,036 |
Intangible assets represent contractual arrangements in respect of funds under management acquired through the acquisition of EV, where it is probable that the future economic benefits that are attributable to the assets will flow to the Group and the fair value of the assets can be measured reliably.
8. Investments
The net change in the value of investments for the period is £12,712,000 (H1 2016: £8,473,000).
The Group's valuation policies are set out in detail in its consolidated financial statements for the year ended 31 March 2017.
The table below sets out the movement in the balance sheet value of investments from the start to the end of the period, showing investments made, investee company loans repaid and the direct investment fair value movements.
£'000 |
|
As at 1 April 2016 (audited) |
38,143 |
Investments made during the period |
5,757 |
Investee company loan repayments |
(91) |
Unrealised gains on the revaluation of investments |
6,052 |
Unrealised losses on the revaluation of investments |
(3,245) |
As at 30 September 2016 (unaudited) |
46,616 |
Investments made during the period |
6,071 |
Disposals made during the period |
(2,071) |
Investee company loan repayments |
(49) |
Unrealised gains on the revaluation of investments |
2,748 |
Unrealised losses on the revaluation of investments |
(1,287) |
As at 31 March 2017 (audited) |
52,028 |
Investments made during the period |
9,729 |
Investee company loan repayments |
(50) |
Unrealised gains on the revaluation of investments |
4,719 |
Unrealised losses on the revaluation of investments |
(1,686) |
As at 30 September 2017 (unaudited) |
64,740 |
9. Cash, cash equivalents and short-term liquidity investments
|
Unaudited As at 30 September 2017 £'000 |
Unaudited As at 30 September 2016 £'000 |
Audited As at 31 March 2017 £'000 |
Cash at bank and in hand |
30,167 |
24,011 |
28,829 |
Total cash and cash equivalents |
30,167 |
24,011 |
28,829 |
Total short-term liquidity investments |
25,000 |
- |
35,000 |
10. Trade and other payables
Trade and other payables includes £6,640,000 (H1 2016: £nil) in respect of Mercia Growth Funds' cash balances held by MFM on their third-party fund investors' behalf, pending investment.
11. Fair value measurements
The fair values of the Group's financial assets and liabilities are considered a reasonable approximation to the carrying values shown in the balance sheet. Subsequent to their initial recognition at fair value, measurements of movements in fair values of financial instruments are grouped into Levels 1 to 3, based on the degree to which the fair value is observable. The fair value hierarchy used is outlined in more detail in note 2 of the Group's consolidated financial statements for the year ended 31 March 2017.
The following table gives information about how the fair values of these financial assets and financial liabilities are determined and presents the Group's assets that are measured at fair value as at 30 September 2017.
|
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
Assets: |
|
|
|
|
Financial assets at fair value through profit or loss ("FVTPL") |
2,125 |
- |
62,615 |
64,740 |
As at 30 September 2017 |
2,125 |
- |
62,615 |
64,740 |
The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate to their fair values.
Financial instruments in Level 1
As at 30 September 2017, the Group had one (H1 2016: two) direct investment listed on AIM (Concepta plc) and this has been classified as Level 1 and valued at its bid price at the period end.
Financial instruments in Level 3
If one or more of the significant inputs required to fair value an instrument is not based on observable market data, the instrument is included in Level 3. Apart from the one investment classified as Level 1, all other investments held in the Group's direct investment portfolio have been classified as Level 3 in the fair value hierarchy and the individual valuations for each of the companies have been arrived at using appropriate valuation techniques.
A detailed explanation of the valuation techniques used for Level 3 financial instruments is given in note 2 of the Group's consolidated financial statements for the year ended 31 March 2017.
The table below summarises the fair value measurements.
Valuation technique |
Level |
|
Fair value as at 30 September 2017 £'000 |
Listed investment |
1 |
|
2,125 |
Price of recent funding round |
3 |
|
46,537 |
Cost |
3 |
|
9,405 |
Enterprise value |
3 |
|
4,271 |
Price of recent funding round/cost adjusted for impairment |
3 |
|
2,402 |
|
|
|
64,740 |
The price of recent funding round or cost of investment provide observable inputs into the valuation of an individual investment. However, subsequent to the funding round or initial investment, the Directors are required to reassess the carrying value of investments at each period end, including assessment of any impairment indicators, which result in unobservable inputs into the valuation methodology. Two direct investments are valued at an enterprise value given their stage of development and profitability.
12. Related party transactions
There has been no material change in the type of related party transactions described in the consolidated financial statements for the year ended 31 March 2017.
Independent review report to Mercia Technologies PLC
We have been engaged by Mercia Technologies PLC to review the condensed set of financial statements in the interim financial report for the six months ended 30 September 2017 which comprise the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated cash flow statement, the consolidated statement of changes in equity and related notes 1 to 12. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The interim financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the interim financial report in accordance with the AIM Rules of the London Stock Exchange.
As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim financial report have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting', as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the six months ended 30 September 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules of the London Stock Exchange.
Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
6 December 2017
Directors |
|
Susan Jane Searle |
(Non-executive Chair) |
Dr Mark Andrew Payton |
(Chief Executive Officer) |
Martin James Glanfield |
(Chief Financial Officer) |
Matthew Sidney Mead |
(Chief Investment Officer) |
Jonathan Brett Diggines |
(Executive Director, Funds) |
Ian Roland Metcalfe |
(Senior Independent Director) |
Raymond Kenneth Chamberlain |
(Non-executive Director) |
Company secretary Martin James Glanfield |
Company registration number 09223445 |
|
|
Company website
Registered office Forward House 17 High Street Henley-in-Arden Warwickshire B95 5AA
Independent auditor Deloitte LLP Statutory Auditor Four Brindleyplace Birmingham B1 2HZ
Principal bankers Barclays Bank PLC One Snowhill Snow Hill Queensway Birmingham B3 2WN
Lloyds Bank plc 125 Colmore Row Birmingham B3 3SD
Company registrar SLC Registrars 42-50 Hersham Road Walton-on-Thames Surrey KT12 1RZ |
Solicitors Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU
Mills & Reeve LLP Botanic House 100 Hills Road Cambridge CB2 1PH
Nominated adviser and joint broker Cenkos Securities plc 6.7.8 Tokenhouse Yard London EC2R 7AS
Joint broker Canaccord Genuity Ltd 88 Wood Street London EC2V 7QR
Public relations adviser Buchanan Communications Ltd 107 Cheapside London EC2V 6DN |
i https://www.pwc.co.uk/industries/entertainment-media/insights/entertainment-media-outlook.html
ii https://www.eef.org.uk/campaigning/campaigns-and-issues/manufacturing-facts-and-figures
iii Source - Avicenne Energy
v http://www.bio-itworld.com/Press-Release/Synthetic-Biology-Market-is-Expected-to-Reach-$38-7-Billion,-Globally,-by-2020---Allied-Market-Research/