Interim Results
Lupus Capital PLC
18 September 2001
Tuesday 18 September 2001
PRESS RELEASE
Lupus Capital plc
Interim Results for the six months ended 30 June 2001
Lupus Capital plc ('Lupus') today announced its financial results for the six
months ended 30 June 2001.
Highlights are as follows:
* Profit before tax increased to £352,000 (2000: £185,000) on turnover
of £2.46m (2000 continuing operations: £2.15m)
* Interim dividend up 10% at 0.11 p per share (2000: 0.1 p)
* Oil services subsidiary, Gall Thomson, performing at record levels
* Subsequent to the period end, first investment exit completed with
Time Products
Commenting on the results, Charles Ryder, Chief Executive, said:
'We are pleased to report results showing growth in turnover, profits and
dividends. Our wholly-owned business, Gall Thomson, continues to perform at
record levels. Current market conditions are presenting further opportunities
to develop our portfolio. We view the future with confidence.'
- ENDS -
Lupus Capital plc Tel: 020 7976 8000
Charles Ryder www.lupuscapital.com
Chief Executive
James Orr
Finance Director
Merlin Financial Tel: 020 7606 1244
Paul Downes
Karen Simmonds
Interim Results for the six months ended 30 June 2001
Strategy
The strategy of Lupus Capital plc ('Lupus' or 'the Group') is to invest in, or
acquire, small and medium sized public companies which are facing strategic
barriers to development whether of a corporate or commercial nature. Lupus
seeks to generate significant returns by providing and, where necessary,
implementing strategic plans for these companies, including appropriate exit
routes. Lupus creates value by providing a service to shareholders and
company boards, as well as to acquisitive well-run international companies
looking to expand and diversify their businesses.
A brief review of the activities of each of Lupus's investments is made in its
interim and full year statements, particularly in relation to companies that
are wholly-owned. Additionally, each Annual Report and Accounts will include
a more detailed description of wholly-owned businesses.
Financial Review
In the six months to 30 June 2001, Lupus made an operating profit before
goodwill amortisation and interest of £666,000 (2000: £600,000) on turnover of
£2.46 million (2000 continuing operations: £2.15 million).
After a charge of £370,000 for goodwill amortisation (2000: £375,000) Lupus
made an operating profit before taxation and exceptional items in the period
of £296,000 (2000 continuing operations: £225,000). Profit before taxation,
including net interest and dividend income of £56,000, was £352,000 (2000: £
185,000).
The net assets of Lupus at 30 June 2001 were £15.42 million (2000: £15.57
million) representing 9.08p per share (9.18p per share at 30 June 2000), a
small increase on the figure at 31 December 2000. Net debt amounted to £6.37
million (2000: £1.23 million).
Following receipt of the proceeds of the Company's investment in Time Products
plc, net debt at 31 August was approximately £2.7 million.
Dividends
The board is declaring an interim cash dividend of 0.11p per share (2000:
0.1p), a 10 per cent increase over last year's figure. The dividend will be
paid on 30 October 2001 to shareholders on the register at the close of
business on 5 October 2001. The ex-dividend date will be 3 October 2001.
Review of Investments
Lupus has one wholly-owned investment, Gall Thomson Environmental Limited ('
Gall Thomson'), the major business of which is the supply of marine breakaway
couplings for oil and gas applications.
In the six months to 30 June 2001, Gall Thomson continued to perform at record
levels, exceeding both budget and last year's comparative figures. Sales in
the period were £2.46 million (2000: £2.15 million), an increase of 14.4%.
Operating profits in the period were £1.37 million (2000: £1.17 million) an
increase of 17.1%.
In response to the sustained higher level of oil prices, major oil companies
are undertaking significantly enhanced programmes of exploration and
production in key development areas across all five continents. In many
instances, the relevant techniques of production and shipment specify the use
of marine breakaway couplings, thus benefiting Gall Thomson's main business.
Sales of marine breakaway couplings have not only continued to be strong in
areas with pre-existing installations, but orders have also been received for
the first time from Bangladesh, Brunei, Iran and Tunisia. Lupus believes that
this strong performance also reflects the increasing general demand for
environmental safeguards.
After a slow start to the year, Gall Thomson's industrial couplings business,
KLAW, has also experienced strong growth in recent months.
In March, Lupus announced that it had acquired a stake in Time Products plc ('
Time Products'), a distributor of watches and associated products. Time
Products' portfolio includes ownership of one of the largest middle market
watch brands in the UK, Sekonda, as well as the distribution rights to a
number of luxury watch names such as Audemars Piguet and Piaget. By 6 April
2001, Lupus had built up a stake of 1,700,000 shares in Time Products,
representing 4.1% of the Company. Lupus's intention had been to accumulate a
significantly larger position in Time Products but, before this was possible,
an announcement was made that an offer in excess of 180p per share was being
contemplated by the management. On 19 June 2001, a management buy-out team,
operating as Almar PLC, confirmed an offer of 190p per share with shareholders
retaining the right to the final dividend. The offer valued the issued share
capital of Time Products at approximately £79.7 million.
The offer became effective in August and Lupus has successfully realised a net
profit of approximately £625,000, which will be recorded in the second half of
the year. In addition, Lupus retains a pro rata entitlement to any proceeds
of a disposal within the next five years of Time Products' 8.5% holding in the
leading Swiss watch company, Audemars Piguet, in excess of a threshold of £
4.25 million. There can be no certainty that any such sale will take place
and accordingly no value is attributed to this entitlement.
Time Products, with its interesting watch brand portfolio and strong cash
position, is representative of the type of investment which Lupus seeks.
Lupus continues to own a 13.6% stake in the issued share capital of Armitage
Brothers plc ('Armitage'). Armitage develops, manufactures and supplies pet
accessories and pet products; it operates in a rapidly changing marketplace.
Lupus is involved in detailed discussions with the board of Armitage, relating
to that company's corporate and commercial strategy.
Lupus has continued to hold its 10.1% stake in the issued share capital of
European Colour plc ('European Colour'). European Colour is a specialty
chemicals company comprising a holding company with two divisions providing
specialist pigments and performance coatings. European Colour operates in a
sector which, in recent years, has been, and will continue to be, subject to
worldwide consolidation. Lupus is continuing its discussions with the board
and management of European Colour.
Lupus has also built up non-disclosable stakes in certain other companies.
Lupus may significantly increase its shareholding in certain of these
companies in the coming months. Such involvement reflects Lupus's views on
the benefits of consolidation, particularly as the global economy continues to
revert to its long-term historic norm of sustained low inflation or, indeed,
deflation. These benefits are apparent in almost all the sectors in which
Lupus has invested or will be investing. These benefits include buying power,
in terms of raw materials and services, access to better and more extensive
marketing and distribution, access to capital and easier access to recruiting
new management, better trained to make use of developments in information
technology.
Current Trading
The outlook for Gall Thomson continues to be very good and Lupus believes that
it will achieve significant growth in sales and profits in the second half of
the year.
Lupus also expects to continue to build up its portfolio and to realise
certain investments during the coming months. It believes that opportunities
are continuing to grow as both commercial and financial market pressures
continue to beset most small and medium sized public companies.
The Board continues to view the future with confidence.
Oliver Stocken
Chairman
Charles Ryder
Chief Executive
Group profit and loss account
As restated
Six month Six month Year
period period ended
ended ended
30 June 30 June 31
December
2001 2000 2000
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Turnover
Continuing operations 2,463 2,152 4,772
Discontinued operations - 291 291
2,463 2,443 5,063
Operating profit / (loss)
Continuing operations - excluding 666 600 1,306
goodwill amortisation
Goodwill amortisation (370) (375) (750)
Continuing operations 296 225 556
Discontinued operations - (18) (18)
296 207 538
Exceptional items:
- loss on sale of operations - (26) (47)
Dividend income 216 19 112
Interest and similar items (160) (15) (76)
Profit on ordinary activities before 352 185 527
taxation
Taxation (116) (148) (324)
Profit on ordinary activities after 236 37 203
taxation
Ordinary dividend (187) (169) (551)
Retained profit / (loss) 49 (132) (348)
Earnings per share 0.14p 0.02p 0.12p
Diluted earnings per share 0.14p 0.02p 0.12p
Earnings before goodwill amortisation per 0.36p 0.23p 0.57p
share
Dividend per share 0.110p 0.100p 0.325p
There were no recognised gains or losses in each period other than the profit
on ordinary activities after taxation.
Group balance sheet
As restated
30 June 30 June 31
December
2001 2000 2000
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Fixed assets
Intangible fixed assets 13,273 14,110 13,643
Tangible fixed assets 601 515 606
Investments 7,051 2,245 3,933
20,925 16,870 18,182
Current assets
Stocks and work-in-progress 165 191 177
Debtors 1,848 1,368 1,349
Investments 299 83 204
2,312 1,642 1,730
Creditors: Amounts falling due within (7,820) (2,940) (4,556)
one year
Net current liabilities (5,508) (1,298) (2,826)
Net assets 15,417 15,572 15,356
Capital and reserves
Called up share capital 849 848 848
Share premium account 4,407 4,396 4,396
Merger reserve 10,389 10,389 10,389
Profit and loss account (228) (61) (277)
Equity shareholders' funds 15,417 15,572 15,356
Group statement of cash flows
As restated
Six month Six month Year
period period ended
ended ended
30 June 30 June 31
December
2001 2000 2000
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Net cash inflow / (outflow) from 288 (3,240) (2,450)
operating activities
Returns on investments and servicing of
finance
Interest received 87 156 327
Interest paid (247) (171) (403)
Dividends received 35 19 112
(125) 4 36
Taxation
UK Corporation tax paid (89) (162) (458)
Capital expenditure and financial
investment
Sale of tangible fixed assets 2 202 202
Purchase of tangible fixed assets (38) (30) (151)
Sale of investments 90 898 898
Purchase of investments (3,284) (1,945) (3,766)
(3,230) (875) (2,817)
Acquisitions and disposals
Purchase of subsidiary undertakings - (738) (738)
Disposal of subsidiary undertakings - 576 551
Net cash in disposed operations - (171) (171)
- (333) (358)
Equity dividends paid (382) (339) (509)
Net cash outflow before financing (3,538) (4,945) (6,556)
Financing
Issue of shares net of costs 12 - -
New long-term loans - 3,250 3,250
Repayment of long-term loans - (4,750) (4,750)
Decrease in cash (3,526) (6,445) (8,056)
Reconciliations
As restated
Six month Six month Year
period period ended
ended ended
30 June 30 June 31
December
2001 2000 2000
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Reconciliation of net cash flow to
movement
in net debt
Decrease in cash (3,526) (6,445) (8,056)
Cash inflow from increase in loans - (3,250) (3,250)
Cash outflow from repayment of loans - 4,750 4,750
Change in net debt from cash flows (3,526) (4,945) (6,556)
Opening net (debt) / funds (2,844) 3,712 3,712
Closing net debt (6,370) (1,233) (2,844)
Reconciliation of operating profit to
net cash
flows from operating activities
Operating profit 296 207 538
Depreciation 41 97 128
Amortisation of goodwill 370 365 750
Movement in stock 12 (94) (81)
Movement in debtors (319) 1,068 1,086
Movement in creditors (95) (4,766) (4,765)
Profit on disposal of investments (17) (67) (67)
Foreign exchange - (24) (24)
Revaluation of investments - (26) (15)
Net cash flow from operating 288 (3,240) (2,450)
activities
Notes to the Interim Statement
1. The interim financial information has been prepared on the basis of
the accounting policies set out in the Report and Accounts for the Group for
the year ended 31 December 2000. The interim figures have not been audited.
The Interim Financial Statement does not constitute statutory accounts
within the meaning of section 240 of the Companies Act 1985 ('the Act').
Comparative financial information for the year ended 31 December 2000 has been
extracted from the statutory accounts for the year which have been delivered
to the Registrar of Companies and upon which the auditors gave an unqualified
audit report, with no statement under section 237(2) or (3) of the Act. The
comparative financial information for the six month period ended 30 June 2000
has been restated to reflect the consolidation of Gall Thomson with effect
from the date of acquisition, details of which were provided in the statutory
accounts for the year ended 31 December 2000.
2. The calculation of earnings per share is based on the profit on
ordinary activities after taxation and 169,726,551 ordinary shares
(2000: 166,271,654) being the weighted average number of shares in
issue during the half year. The weighted average number of shares in issue
during the year ended 31 December 2000 was 167,953,570. The calculation of
fully diluted earnings per share is based on the profit on ordinary activities
after taxation and 169,726,551 ordinary shares being the weighted average
number of shares in issue during the period, after allowing for share options
(June 2000: 166,271,654 and December 2000: 169,953,570).
3. The Directors have declared an interim dividend of 0.11 pence per
share (2000: 0.1 pence) to shareholders on the register on the close of
business on 5 October 2001, which will be paid on 30 October 2001. The
ex-dividend date will be 3 October 2001.
4. The board of Directors approved the Interim Financial Statement on 17
September 2001.