Half-yearly report
GRESHAM HOUSE PLC
INTERIM RESULTS
6 MONTHS ENDED 30 JUNE 2008
CHAIRMAN'S INTERIM STATEMENT
The results for the half year ended 30th June 2008 primarily reflect the
continuing significant downturn in the UK property market. Whilst your Board
continues to seek ways to realize the inherent value in the property portfolio
it feels that it is only prudent to reflect current market conditions in its
valuations. As a consequence the capital account shows a loss of £2,388,000
which is mainly attributable to the provisions made against property values,
offset to some extent by gains amounting to £395,000 in the investment portfolio
during the same period. The revenue account shows a loss for the first six
months amounting to £10,000 against a loss of £251,000 for the comparable period
last year.
The basic net asset value as at 30th June 2008 was 783.7p compared with 837.9p
at 31st December 2007.
The major variances in the revenue account between the two periods were the
increase in rental income of £200,000, primarily from Southern Gateway in Speke,
Liverpool, and the increase in other operating income of £143,000. This
additional income has been offset by the share of our associate's operating loss
of £50,000, being a full provision of the Group's investment in the adjoining
site owned by New Capital (Speke) Limited.
As is our usual practice we have not carried out independent property valuations
as at 30th June 2008 but the directors are of the opinion that the commercial
property market has declined further since 1st February 2008, being the date of
the last independent valuations, and have therefore considered it prudent to
provide for a further fall of £3,292,000 against property values. Given the
current market conditions your Board has made it a priority to attempt to secure
suitable tenants for the unlet parts of the portfolio with its consequent
beneficial effect on income and values, which would hopefully make the
provisions made at this stage no longer relevant. Recent efforts over the last
few months are beginning to show rewards with interest being shown in a number
of properties by prospective tenants.
The planning application submitted by Linden Limited in respect of our site at
Vincent Lane in Dorking has not received consent but the site has now been
identified for residential use in the draft local development framework in the
longer term. Linden is keen to remain involved with the project at the same
consideration of £8.2 million, subject to planning being obtained, and
discussions are currently taking place to amend the contract to reflect the
change in circumstance. .Our efforts to secure the sale of other sites within
the portfolio continue but progress is tempered by the prevalent market
conditions and, as such, your Board is of the opinion that the majority of the
effort should go into enhancing the property values by securing increased rental
streams.
Bank borrowings secured against properties remain at £17.6 million following the
successful conclusion of negotiations for the renewal of a £6 million facility
which fell due for repayment in May 2008. Whilst £11.2 million of this total is
classified as short term borrowings, £9.6 million does not fall due for renewal
until June 2009.
The value of the investment portfolio has increased by 2.7% since the year end
compared with a decrease in the FTSE All Share index over the same period of
13.1%. The share price performance of Hallin Marine and Portland have been
particularly notable with values increasing by 65.2% and 89% respectively.
Against these Avesco is down 39%, Image Scan down 36%, Plus Markets Group down
38% and SpaceandPeople down 33%. Between the period end and 27th August 2008 the
value of the portfolio has decreased by 3.5% as against a decline in the FTSE
All Share index of 1.6%.
At the AGM held in June 2008 shareholders approved your Board's strategy to
realise the Group's entire portfolios of both investments and property over a
period of approximately five years. This period was set having regard to the
current economic climate but the Board intends to do everything possible to
achieve earlier realisations if this proves possible without significant
sacrifice in values. Your Board can see no advantage to shareholders in
accepting reduced values simply to achieve sales in a shorter time frame.
Finally your Board and I would like to thank shareholders for their continued
support for our policy of seeking to secure the maximum return for all of our
investors. Shareholders will be interested to know that the Times Online carried
an article on 30th July 2008 headed "The 10 best stock market investments ever".
Your Company was included at number 8 on the list.
A P Stirling
Chairman
28th August 2008
GRESHAM HOUSE PLC
INTERIM RESULTS
UNAUDITED CONSOLIDATED INCOME STATEMENT
FOR THE HALF YEAR ENDED 30 JUNE 2008
Six months to Six months to Year ended
30 June 2008 30 June 2007 31 December 2007
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Income:
Dividend and
interest income 157 - 157 195 - 195 370 - 370
Rental income 1,222 - 1,222 1,022 - 1,022 2,339 - 2,339
Other operating
income 195 - 195 52 - 52 92 - 92
----- ----- ----- ----- ----- ----- ----- ----- -----
1,574 - 1,574 1,269 - 1,269 2,801 - 2,801
Gains on
investments
held at fair
value - 395 395 - 2,047 2,047 - 1,000 1,000
Movement in fair
value of property
investments - (3,292)(3,292) - - - - (4,085)(4,085)
----- ----- ----- ----- ----- ----- ----- ----- ------
Total income
And gains on
investments 1,574 (2,897)(1,323) 1,269 2,047 3,316 2,801 (3,085) (284)
----- ----- ----- ----- ----- ----- ----- ----- ------
Expenses
Other operating
expenses (1,111) - (1,111)(1,141) - (1,141) (2,650) - (2,650)
----- ----- ----- ----- ----- ----- ----- ----- ------
Group operating
Profit/(loss) 463 (2,897)(2,434) 128 2,047 2,175 151 (3,085)(2,934)
Share of
associate's
operating loss (50) - (50) - - - (169) - (169)
----- ----- ----- ----- ----- ----- ----- ----- ------
Group and share
of Associate's
operating (loss)
/profit before
interest and
taxation 413 (2,897)(2,484) 128 2,047 2,175 (18)(3,085)(3,103)
Finance costs (498) - (498) (466) - (466) (991) - (991)
----- ----- ----- ----- ----- ----- ----- ----- ------
(Loss)/profit
before taxation (85) (2,897)(2,982) (338) 2,047 1,709 (1,009)(3,085)(4,094)
Taxation - 373 373 - 208 208 - 655 655
----- ----- ----- ----- ----- ----- ----- ----- ------
(Loss)/profit
For the period (85) (2,524)(2,609) (338) 2,255 1,917 (1,009)(2,430)(3,439)
===== ===== ===== ===== ===== ===== ===== ===== ======
Attributable to:
Equity holders
Of the parent (10) (2,388)(2,398) (251) 2,244 1,993 (993)(1,879)(2,872)
Minority
interests (75) (136) (211) (87) 11 (76) (16) (551) (567)
----- ----- ----- ----- ----- ----- ----- ----- ------
(85) (2,524)(2,609) (338) 2,255 1,917 (1,009)(2,430)(3,439)
===== ===== ===== ===== ===== ===== ===== ===== ======
Basic earnings per
Ordinary share (49.2)p 40.9p (58.9)p
======= ===== =======
Diluted earnings per
Ordinary share (49.2)p 40.9p (58.9)p
======= ===== =======
GRESHAM HOUSE PLC
INTERIM RESULTS
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF YEAR ENDED 30 JUNE 2008
Half year ended 30 June 2008
Ordinary Share
share Share Based Capital Retained
capital premium payments reserve Earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December
2007 1,219 831 44 48,306 (9,538) 40,862
Loss for the period - - - (2,388) (10) (2,398)
Ordinary dividend paid - - - - (244) (244)
------- ------- ------- ------- ------- -------
Balance at 30 June 2008 1,219 831 44 45,918 (9,792) 38,220
======= ======= ======= ======= ======= =======
Half year ended 30 June 2007
Ordinary Share
share Share Based Capital Retained
capital premium payments reserve Earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December
2006 1,219 831 28 49,908 (7,975) 44,011
Profit for the period - - - 2,244 (251) 1,993
Ordinary dividend paid - - - - (293) (293)
------- ------- ------- ------- ------- -------
Balance at 30 June 2007 1,219 831 28 52,152 (8,519) 45,711
======= ======= ======= ======= ======= =======
Year ended 31 December 2007
Ordinary Share
share Share Based Capital Retained
capital premium payments reserve Earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December
2006 1,219 831 28 49,908 (7,975) 44,011
Loss for the period - - - (1,879) (993) (2,872)
Ordinary dividend paid - - - - (293) (293)
Reserves transfer - - - 277 (277) -
Share based payments - - 16 - - 16
------- ------- ------- ------- ------- -------
Balance at 31 December
2007 1,219 831 44 48,306 (9,538) 40,862
======= ======= ======= ======= ======= =======
GRESHAM HOUSE PLC
INTERIM RESULTS
UNAUDITED CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2008
30 June 30 June 31 December
2008 2007 2007
Assets £'000 £'000 £'000
Non current assets
Investments held at fair value 14,347 15,157 14,265
Property investments 35,740 40,693 38,805
Investment in associate - - -
Property, plant and equipment 481 494 487
------- ------- -------
Total non current assets 50,568 56,344 53,557
------- ------- -------
Current assets
Trade and other receivables 683 443 497
Accrued income and prepaid expenses 645 299 674
Other current assets 5,985 6,463 5,972
Cash and cash equivalents 1,180 756 1,337
------- ------- -------
Total current assets 8,493 7,961 8,480
------- ------- -------
Total assets 59,061 64,305 62,037
------- ------- -------
Current liabilities
Trade and other payables 1,799 2,307 1,488
Short term borrowings 11,216 7,223 7,568
------- ------- -------
Total current liabilities 13,015 9,530 9,056
------- ------- -------
Total assets less current liabilities 46,046 54,775 52,981
Non current liabilities
Long term borrowings 6,421 6,137 10,130
Deferred taxation 475 1,295 848
------- ------- -------
6,896 7,432 10,978
------- ------- -------
Net assets 39,150 47,343 42,003
======= ======= =======
Capital and reserves
Ordinary share capital 1,219 1,219 1,219
Share premium 831 831 831
Share based payments 44 28 44
Capital reserve 45,918 52,152 48,306
Retained earnings (9,792) (8,519) (9,538)
------- ------- -------
Equity attributable to equity shareholders 38,220 45,711 40,862
Minority interest 930 1,632 1,141
------- ------- -------
Total equity 39,150 47,343 42,003
======= ======= =======
Basic net asset value per ordinary share 783.7p 937.3p 837.9p
======= ======= =======
Diluted net asset value per ordinary share 781.3p 934.0p 834.8p
======= ======= =======
GRESHAM HOUSE PLC
INTERIM RESULTS
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
FOR THE HALF YEAR ENDED 30 JUNE 2008
12 months to
6 months to 6 months to 31 December
30 June 2008 30 June 2007 2007
£'000 £'000 £'000
Cashflow from operating activities
Investment income received 104 132 193
Interest received 53 63 177
Rental income received 1,071 1,124 2,464
Other cash payments (613) (357) (2,344)
------- ------- -------
Net cash generated from operations 615 962 490
Interest paid on property loans (506) (461) (972)
------- ------- -------
Net cash flows from operating activities 109 501 (482)
======= ======= =======
Cash flows from investing activities
Purchase of investments (225) (685) (1,178)
Investment in associate (50) - (350)
Sale of investments 538 920 1,406
Expenditure on investment properties (224) (2,541) (4,727)
Disposal of investment properties - 2,317 2,306
Purchase of developments in hand - (712) (932)
------- ------- -------
39 (701) (3,475)
======= ======= =======
Cash flows from financing activities
Repayment of loans (221) (201) (422)
Receipt of loans 160 459 5,018
Equity dividends paid (244) (293) (293)
------- ------- -------
(305) (35) 4,303
======= ======= =======
(Decrease)/increase in cash and
cash equivalents (157) (235) 346
Cash and cash equivalents at start of period 1,337 991 991
------- ------- -------
Cash and cash equivalents at end of period 1,180 756 1,337
======= ======= =======
GRESHAM HOUSE PLC
INTERIM RESULTS
PRINCIPAL ACCOUNTING POLICIES
The Group's principal accounting policies have not changed from the audited
financial statements for the year ended 31st December, 2007 and are as follows:
(a) Basis of preparation
The financial statements of the Group and the Company have been prepared in
accordance with International Financial Reporting Standards ("IFRS") as adopted
by the European Union and those parts of the Companies Act 1985 applicable to
companies reporting under IFRS.
The principal accounting policies adopted are set out below. Where
presentational guidance set out in the Statement of Recommended Practice ("the
SORP") for investment trusts issued by the Association of Investment Companies
("the AIC") is consistent with the requirements of IFRS and appropriate in the
context of the Company's activities, the directors have sought to prepare the
financial statements on a basis compliant with the recommendations of the SORP.
Other standards and interpretations have been issued which will be effective for
future reporting periods but have not been adopted in these financial statements
as set out in note (w).
These interim financial statements have been prepared in accordance with IAS 34
- Interim Financial Reporting.
The financial statements highlight that the Group has loans of £11.2 million due
within one year. Based on directors' forecasts of the Group's cash facilities,
the Group will require two loans totalling £9.6 million to be refinanced when
they fall due in June 2009. These financial statements have been prepared on a
going concern basis which assumes that these loans will be renewed on similar
terms.
The financial statements do not include any adjustment that would result in a
failure to renew these bank loans or not secure alternative financing within the
timescale required. After making enquiries, and having due regard to the above,
the directors believe that the Group will have access to sufficient working
capital for at least the next twelve months and therefore remains a going
concern.
(b) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and its subsidiary undertakings made up to the period end. All
intra-group transactions, balances, income and expenses are eliminated on
consolidation.
(c) Presentation of Income Statement
In order to better reflect the activities of an investment trust company and in
accordance with guidance issued by the AIC, supplementary information which
analyses the Income Statement between items of a revenue and capital nature has
been presented alongside the Income Statement. Net capital returns may not be
distributed by way of a dividend. The net revenue is the measure the directors
believe appropriate in assessing the Group's compliance with certain
requirements set out in section 842 of the Income and Corporation Taxes Act
1988. As permitted by section 230 of the Companies Act 1985, the Company has not
presented its own income statement.
(d) Investments in associates
An associate is an entity over which the Group is in a position to exercise
significant influence, but not control or joint control, through participation
in the financial and operating policy decisions of the entity. The Group's
associates are accounted for in accordance with IAS 39 Financial Instruments:
Recognition and Measurement ("IAS 39") as investments designated at fair value
through the income statement and in accordance with paragraph 1 of IAS 28
Investments in Associates ("IAS 28"), equity accounting is not required.
(e) Segmental reporting
A business segment is a group of assets and operations that are subject to risks
and returns that are different from those of other business segments. The group
comprises two business segments: the Investment Trust and Property Investment.
This is consistent with internal reporting. All revenues are derived from
operations within the United Kingdom and consequently no separate geographical
segment information is provided.
(f) Income
(i) Dividend and interest income
Income from listed securities is recognised when the right to receive the
dividend has been established. Interest receivable is recognised on an accruals
basis.
(ii) Rental income
Rental income comprises property rental income receivable net of VAT, recognised
on a straight line basis over the lease term.
(g) Expenses
All expenses and interest payable are accounted for on an accruals basis. All
expenses are allocated to revenue except the expenses which are incidental to
the disposal of an investment which are deducted from the disposal proceeds of
the investment.
(h) Property, plant and equipment
All property, plant and equipment with the exception of freehold property is
stated at cost less depreciation. Cost includes expenditure that is directly
attributable to the acquisition of the asset. The freehold property is held at
deemed cost at the date of the transition to IFRS less depreciation.
Depreciation on property, plant and equipment is provided principally on a
straight line basis at varying rates of between 2% and 25% in order to write off
the cost of assets over their expected useful lives. Owner occupied freehold
property is depreciated at the rate of 2% per annum.
(i) Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit before tax as reported in the Income Statement
because it excludes items of income or expense that are taxable or deductible in
other years and it further excludes items that are never taxable or deductible.
The Group's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet date.
In line with the recommendations of the SORP, the allocation method used to
calculate tax relief on expenses presented against capital returns in the
supplementary information in the Income Statement is the "marginal basis". Under
this basis, if taxable income is capable of being offset entirely by expenses
presented in the revenue column of the Income Statement, then no tax relief is
transferred to the capital return column.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method. Deferred
tax liabilities are recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences
can be utilised.
Investment trusts which have approval under section 842 of the Income
Corporation Taxes Act 1988 are not liable for taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the assets to be
recovered.
Deferred tax is calculated at the rates that are expected to apply in the period
when the liability is settled or the asset realised. Deferred tax is charged or
credited in the income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with
in equity.
(j) Operating leases
Amounts payable under operating leases are charged directly to the Income
Statement on a straight line basis over the period of the lease. The aggregate
cost of operating lease incentives provided by the Group are recognised as a
reduction in rental income on a straight line basis over the lease term.
(k) Investments held at fair value through profit or loss
Financial assets designated as at fair value through profit or loss at inception
are those that are managed and whose performance is evaluated on a fair value
basis, in accordance with the documented investment strategy of the Company.
Information about these financial assets is provided internally on a fair value
basis to the Group's key management. The Group's investment strategy is to
provide shareholders with long term capital and income growth by a combination
of investing primarily in UK equities and high risk venture capital entities
balanced by a significant property portfolio. Consequently all investments are
classified as held at fair value through profit or loss.
(i) Securities
Purchases and sales of listed investments are recognised on the trade date, the
date on which the Group commit to purchase or sell the investment. All
investments are designated upon initial recognition as held at fair value, and
are measured at subsequent reporting dates at fair value, which is either the
market bid price or the last traded price, depending on the convention of the
exchange on which the investment is quoted. Fair values for unquoted
investments, or for investments for which there is only an inactive market, are
established by taking into account the International Private Equity and Venture
Capital Valuation Guidelines as follows:
(i) Investments which have been made in the last 12 months are valued at cost
in the absence of overriding factors;
(ii) Investments in companies at an early stage of development are also valued
at cost in the absence of overriding factors;
(iii) Where investments have gone beyond the stage in their development in
(ii)
above, the shares may be valued by having regard to a suitable price-earnings
ratio to that company's historic post-tax earnings or the net asset value of the
investment; and
(iv) Where a value is indicated by a material arm's length market transaction
by a third party in the shares of a company, that value may be used.
(ii) Loan Stock
Unquoted loan stock is classified as loans and receivables in accordance with
IAS39 and carried at amortised cost using the Effective Interest Rate method.
Movements in the amortised cost relating to interest income are reflected in the
revenue column of the Income Statement and movements in respect of capital
provisions are reflected in the capital column of the Income Statement. Loan
stock accrued interest is recognised in the Balance Sheet as part of the
carrying value of the loans and receivables at the end of each reporting period.
(iii) Properties
Investment properties are included in the balance sheet at fair value and are
not depreciated.
Development properties are included in non current assets where the Company
intends to develop the land and hold as an investment.
Where construction or development work has commenced on development properties
and they are independently valued by external professional valuers they are
stated at estimated market value on completion less estimated costs to complete.
The cost of properties in the course of development includes attributable
interest and all costs directly associated with the purchase and construction of
the property.
(l) Developments in hand
Developments in hand are valued at the lower of cost and net realisable value
other than assets transferred from non current assets which are transferred at
fair value. Third party interest which relates to properties held for, or in the
course of, development is capitalised as incurred, when considered recoverable.
Profits and losses arising from the sale of developments are dealt with through
the Income Statement.
(m) Trade and other receivables
Other receivables are short term in nature and are stated at their nominal value
as reduced by appropriate allowances for estimated irrecoverable amounts as any
discounting of expected cash flows is considered to be immaterial.
(n) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short
term, highly liquid investments that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
(o) Dividends payable
All dividends are recognised in the period in which they are approved by
shareholders.
(p) Bank borrowings
All bank loans are initially recognised at cost, being the fair value of the
consideration received, less issue costs where applicable. After initial
recognition, all interest-bearing loans and borrowings are subsequently measured
at amortised cost. Amortised cost is calculated by taking into account any
discount or premium on settlement. Interest costs on property loans
attributable to investment properties are charged to the Income Statement as
incurred. Interest costs on property loans attributable to development
properties and to current assets are capitalised when considered recoverable.
(q) Convertible loan notes
Convertible loan notes issued by the Group are regarded as compound instruments,
consisting of a liability component and an equity component. At the date of
issue, the fair value of the liability component is estimated using the
prevailing market rate for similar non-convertible debt. The difference between
the proceeds of the issue of the convertible loan notes and the fair value
assigned to the liability component, representing the embedded option to convert
the liability into equity of the Group, is included in equity.
Issue costs are apportioned between the liability and equity components of the
convertible loan notes based on their relative carrying amounts at the date of
issue. The portion relating to the equity component is charged directly against
equity.
The interest expense on the liability component is calculated by applying the
prevailing market interest rate for similar non-convertible debt to the
liability component of the instrument. The difference between this amount and
the interest paid is added to the carrying amount of the convertible loan note.
(r) Trade and other payables
Other payables are not interest-bearing and are stated at their nominal value as
any discounting of expected cash flows is considered to be immaterial.
(s) Capital reserves
Capital Reserve - Realised.
The following are accounted for in this reserve:
- gains and losses on the realisation of securities and property investments.
- realised exchange differences of a capital nature.
- expenses and finance costs, together with the related taxation effect, charged
to this reserve in accordance with the above policies.
- realised gains and losses on transactions undertaken to hedge an exposure of a
capital nature including guarantees.
Capital Reserve - Unrealised.
The following are accounted for in this reserve:
- increases and decreases in the valuation of investments held at the year-end.
- unrealised exchange differences of a capital nature.
- provisions charged against carrying value of investments held at the year end.
- provisions for deferred taxation in respect of revalued properties.
(t) Government grants
Capital based government grants are capitalised and offset against the
cost of the asset in the Balance Sheet with any resultant increase in the fair
value of the asset being credited to capital reserves.
Revenue based government grants are credited to the Income Statement in
the same year as the expenditure is charged.
(u) Pensions
Payments to personal pension schemes for employees are charged against
profits in the year in which they are incurred.
(v) Share based payments
The cost of granting share options and other share based remuneration to
employees and directors is recognised through the Income Statement with
reference to the fair value at the date of grant. In the case of options
granted, fair value is measured using the Black Scholes option pricing model and
charged over the vesting period of the options.
(w) Standards, interpretations and amendments to published standards that are
not yet effective and have not been early adopted by the Group
Certain new standards, amendments and interpretations to existing standards have
been published that are mandatory for the Group's accounting periods beginning
on or after 1st January, 2008 or later periods. The Group has not early adopted
the standards, amendments and interpretations described below:
IFRS 2 Share based payments
IFRS 3 Business combinations
IFRS 8 Operating Segments (effective from 1st January, 2009)
IFRIC 11 IFRS 2 Group and Treasury share transactions (effective from 1st
March, 2007)
IFRIC 12 Service concession arrangements (effective from 1st January, 2008)
IFRIC 13 Customer loyalty programmes (effective from 1st January, 2008)
IFRIC 14 The limit on a defined benefit asset, minimum funding requirements and
their interaction (effective from 1st January, 2008)
Amendment to IAS 23 Borrowing costs (effective from 1st January, 2009)
IAS 27 Consolidated and separate financial statements (amendment not yet adopted
by the European Union)
IAS 32 Financial instruments: presentation (amendment effective from 1st
January, 2009)
These changes are not expected to have a material impact on the financial
statements.
(x) Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Although these estimates are based on management's best
knowledge of the amount, event or actions, actual results may ultimately differ
from those estimates. The estimates and assumptions that have significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are those used to determine the fair
value of investments at fair value through profit or loss, the value of loans
and the value of property investments.
The fair value of investments at fair value through profit or loss is determined
by using valuation techniques. As explained above, the Company uses its
judgement to select a variety of methods and makes assumptions that are mainly
based on market conditions at each balance sheet date.
The value of loans is at amortised cost, and
The value of property investments at year end is based on independent third
party valuations.
GRESHAM HOUSE PLC
INTERIM RESULTS
NOTES TO THE ACCOUNTS
1 COMPARATIVE INFORMATION
The financial information contained in this interim report does not constitute
statutory accounts as defined in section 240 of the Companies Act 1985. The
financial information for the half years ended 30th June 2008 and 30th June 2007
has not been audited and the auditors have not reported on or reviewed these
interim financial statements. The information for the year ended 31st December
2007 has been extracted from the latest published audited financial statements.
The audited financial statements for the year ended 31st December 2007 have been
filed with the Registrar of Companies. The report of the auditors on those
financial statements contained no qualification or statement under section
237(2) or (3) of the Companies Act 1985.
2 INCOME
Half year Half year
ended 30 ended 30 Year ended 31
June 2008 June 2007 December 2007
Income from investments £'000 £'000 £'000
Dividend income (UK Listed) 104 141 193
Interest receivable: bank and brokers 21 37 70
Other 32 17 107
----- ----- -----
157 195 370
Rental income 1,222 1,022 2,339
----- ----- -----
1,379 1,217 2,709
----- ----- -----
Other operating income
Dealing profits and losses 27 (81) (88)
Management fees receivable 124 86 145
Other 44 47 35
----- ----- -----
195 52 92
----- ----- -----
Total income 1,574 1,269 2,801
===== ===== =====
Total income comprises:
Dividends 104 141 193
Interest 53 54 177
Other income 1,417 1,074 2,431
----- ----- -----
1,574 1,269 2,801
===== ===== =====
3 FINANCE COSTS
Half year Half year
ended 30 ended 30 Year ended 31
June 2008 June 2007 December 2007
£'000 £'000 £'000
Interest payable on loans and overdrafts 498 466 991
===== ===== =====
In addition:
Interest capitalised on development properties 147 - 124
8.75% cumulative preference 2 2 4
===== ===== =====
4 DIVIDENDS
Half year Half year
ended 30 ended 30 Year ended 31
June 2008 June 2007 December 2007
£'000 £'000 £'000
Amounts recognised as distributions to
equity holders in the period:
Final dividend for the year ended 31st
December 2007 of 5p (2006: 6p) per share 244 293 293
======= ======= =======
5 EARNINGS PER SHARE
Basic return
The Basic earnings per share figure is based on the net loss attributable to
equity holders of the parent for the half year of £2,398,000 (half year ended
30th June 2007: gain £1,993,000; year ended 31st December 2007: loss £2,872,000)
and on 4,876,880 (half year ended 30th June 2007: 4,876,880; year ended 31st
December 2007: 4,876,880) ordinary shares, being the weighted average number of
ordinary shares in issue during the period.
Diluted return
The Diluted earnings per share figure is based on the net loss attributable to
equity holders of the parent for the half year of £2,398,000 (half year ended
30th June 2007: gain £1,993,000; year ended 31st December 2007: loss £2,872,000)
and on 4,876,880 (half year ended 30th June 2007: 4,894,356; year ended 31st
December 2007: 4,876,880) ordinary shares, being the weighted average number of
ordinary shares in issue during the period. For the half year ended 30th June
2007 the figure included 17,476 shares deemed to have been issued at nil
consideration as a result of options granted, which, as required under IAS 33
"Earnings per share" have not been recognised in the half year ended 30th June
2008 or the year ended 31st December 2007 as they would reduce the loss per
share.
The earnings per ordinary share figures detailed above can be further analysed
between revenue and capital as follows:-
Half year Half year
ended 30 ended 30 Year ended 31
June 2008 June 2007 December 2007
£'000 £'000 £'000
Net revenue loss attributable to equity
holders of the parent (10) (251) (993)
Net capital (loss)/profit attributable to
equity holders of the parent (2,388) 2,244 (1,879)
------- ------- -------
Net total profit (2,398) 1,993 (2,872)
======= ======= =======
Weighted average number of ordinary shares in issue during the period
Basic 4,876,880 4,876,880 4,876,880
Diluted 4,876,880 4,894,356 4,876,880
Basic earnings per share Pence Pence Pence
Revenue (0.2) (5.1) (20.4)
Capital (49.0) 46.0 (38.5)
------- ------- -------
Total basic earnings per share (49.2) 40.9 (58.9)
======= ======= =======
Diluted earnings per share Pence Pence Pence
Revenue (0.2) (5.1) (20.4)
Capital (49.0) 45.8 (38.5)
------- ------- -------
Total basic earnings per share (49.2) 40.7 (58.9)
======= ======= =======
6 ORDINARY SHARE CAPITAL
Half year Half year
ended 30 ended 30 Year ended 31
June 2008 June 2007 December 2007
Share capital £'000 £'000 £'000
Authorised: £4,750,000 (30th June 2007 &
31st December 2007: £4,750,000)
Allotted: Ordinary - 4,876,880 (30th June
2007:4,876,880, 31st December 2007: 4,876,880)
fully paid shares of 25p each 1,219 1,219 1,219
======= ======= =======
7 NET ASSET VALUE PER SHARE
Basic
Basic net asset value per ordinary share is based on Equity attributable to
equity shareholders at each respective period end and on 4,876,880 (half year
ended 30th June 2007: 4,876,880; year ended 31st December 2007: 4,876,880)
ordinary shares being the number of ordinary shares in issue at the period end.
Diluted
Diluted net asset value per ordinary share is based on Equity attributable to
equity shareholders at each respective period end and on 4,891,946 (half year
ended 30th June 2007: 4,894,356; year ended 31st December 2007: 4,895,003)
ordinary shares. The number of shares is based upon the number of shares in
issue at the period end together with those number of shares deemed to have been
issued at nil consideration as a result of options granted.
8 INVESTMENTS - SECURITIES
As at 30th June 208 the Company's ten largest investments were:-
Market % of
Value Portfolio
£'000
UK Listed Securities
Welsh Industrial Investment Trust plc 980 6.8
Securities dealt in under AIM
Avesco Group plc 260 1.8
Hallin Marine Subsea International plc 5,624 39.2
Image Scan Holdings plc 223 1.6
Plus Markets Group plc 363 2.5
Portland plc 1,116 7.8
SpaceandPeople plc 1,588 11.1
Securities dealt in under PLUS Market
Wheelsure Holdings plc 280 1.9
Unlisted Securities
Audiogravity Holdings Ltd 228 1.6
Gizmo Packaging Limited 250 1.7
------ -----
10,912 76.0
====== =====
9 RELATED PARTY TRANSACTIONS
Mr A. G. Ebel and Mr A. P. Stirling have a controlling interest in Watlington
Securities Limited, a company which invoiced the Group a sum of £nil (half year
ended 30th June 2007: £600; year ended 31st December 2007: £8,935) during the
period. Conversely the Group invoiced the same company £20,000 (half year ended
30th June 2007: £600; year ended 31st December 2007: £75,000). At the period end
there remained balances outstanding of £705 (half year ended 30th June 2007:
£nil; year ended 31st December 2007: £1,216) and £23,500 (half year ended 30th
June 2007: £nil; year ended 31st December 2007: £nil) respectively.
Management fees of £9,000 (half year ended 30th June 2007: £9,000; year ended
31st December 2007: £18,000) were invoiced to Welsh Industrial Investment Trust
plc and £600 (half year ended 30th June 2007: £600; year ended 31st December
2007: £1,200) were invoiced to Beira Investment Trust plc, companies in which
Mr A. P. Stirling is both a director and shareholder. At the period end there
was a debtor balance of £1,787 (half year ended 30th June 2007: £nil; year ended
31st December 2007: £nil).
The Rowe Trust holds an interest of 331,709 (2007: 331,709) ordinary shares in
the Company. Mr N. J. Rowe, Mr T. J. Rowe and their respective children are
beneficiaries under the Rowe Trust. Since the period end, the Rowe Trust has
increased its holding to 644,209 ordinary shares representing 13.2% of the
Company's issue share capital
10 RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS
Half year Half year
ended 30 ended 30 Year ended 31
June 2008 June 2007 December 2007
£'000 £'000 £'000
Revenue return before taxation (85) (338) (1,009)
Interest payable 498 461 991
Share based payments - - 16
Depreciation 6 6 13
Share of associate's losses 50 - 169
------- ------- -------
469 129 180
(Increase)/decrease in current assets (174) 27 339
Increase/(decrease) in current liabilities 320 806 (29)
------- ------- -------
615 962 490
======= ======= =======
11 SEGMENTAL REPORTING
Property Other
Investment Investment Activities Consolidated
£'000 £'000 £'000 £'000
Half year ended 30th June 2008
Revenue 269 1,251 - 1,520
======== ======== ======== ========
Result 664 (2,456) - (1,792)
======== ======== ========
Unallocated corporate expenses (696)
--------
Operating loss (2,488)
Share of associate's loss (50)
Interest expense (498)
Interest income 54
--------
Loss before taxation (2,982)
========
Half year ended 30th June 2007
Revenue 145 1,061 - 1,206
======== ======== ======== ========
Result 2,146 635 - 2,781
======== ======== ========
Unallocated corporate expenses (669)
--------
Operating profit 2,112
Interest expense (466)
Interest income 63
--------
Profit before taxation 1,709
========
Year ended 31st December 2007
Revenue 211 2,412 - 2,623
======== ======== ======== ========
Result 1,211 (2,535) - (1,324)
======== ======== ========
Unallocated corporate expenses (1,787)
--------
Operating loss (3,111)
Share of associate's loss (169)
Interest expense (991)
Interest income 177
--------
Loss before taxation (4,094)
========
All revenue is derived from operations within the United Kingdom.