12 March 2021
LMS CAPITAL PLC
Final Results for the Year Ended 31 December 2020
The Board of LMS Capital plc (the "Company") is pleased to announce the Company's annual results for the year ended 31 December 2020.
Financial Summary
|
31 December 2020 |
31 December 2019 |
|
|
|
Net asset value (£m) |
£47.9m |
£56.0m |
Cash available at year end (£m) |
£20.6m |
£26.6m |
|
|
|
Dividends paid |
£3.7m |
- |
|
|
|
Portfolio losses |
(£2.1m) |
(£0.8m) |
Running costs |
(£1.7m) |
(£2.1m) |
|
|
|
Net asset value per share (p) |
59.4p |
69.3p |
Dividends paid per share (p) |
4.55p |
- |
Financial Highlights
Net Asset Value
· The net asset value ("NAV") at 31 December 2020 was £47.9 million, 59.4 pence per share (31 December 2019: £56.0 million, 69.3 pence per share); and
· Adjusting for the impact of dividends to shareholders, NAV over the year reduced by a net £4.4 million, 5.3 pence per share, comprising a reduction of £6.1 million in the first half of the year, in large part due to the impact of Covid-19 on portfolio investment valuations, and an increase of £1.7 million in the second half.
Dividends
· The Company paid a special dividend to shareholders of 4.25 pence per share in January 2020; and
· The Board announced the initiation of a progressive annual dividend policy targeting a dividend initially equal to approximately 1.5% of each financial year's closing NAV and targeting that this should be fully covered by distributable profits, subject to the Company's liquidity and market conditions. The first interim dividend under this policy of £0.2 million (0.3 pence per share) was paid to shareholders in September 2020. A final dividend of 0.6 pence per share is recommended by the Board and subject to approval by shareholders at the Annual General Meeting.
Rationalisation of the portfolio
· The portfolio showed an overall net reduction in value on the year of £2.1 million from net realised and unrealised losses and foreign exchange movements (2019: £0.8 million); and
· Continued cash proceeds from portfolio realisations in the year totalled £9.3 million (2019: £13.2 million).
Running costs reduction (excluding non-recurring costs)
· Running costs, including those incurred by subsidiaries, were £1.7 million and there were an additional £0.2 million of investment related costs, bringing total overheads to £1.9 million (2019: £1.8 million running costs and an additional £1.4 million of non-recurring costs of legal and advisory fees, bringing total 2019 overheads to £3.2 million).
Cash balances
· Group cash balances at the year-end, including amounts held by subsidiaries, were £20.6 million, representing 43.0% of the NAV (2019: £26.6 million and representing 47.5% of the NAV). The Company had no debt.
Key themes
· The investment portfolio has been rationalised, dividends have been paid, ongoing running costs have been reduced, first stage investments have been made and cash resources have been carefully husbanded, following the successful completion of the transition to internal management;
· The business has been reshaped, under the management of its own team, to focus in its known areas of expertise in real estate, energy and late stage private equity;
· The Coronavirus pandemic has affected the valuation of some of the Company's investments and has resulted in the Board taking a cautious approach to ensuring the Company has available liquidity to implement its investment policy, while estimates of the timing and quantum of realisations from its existing portfolio have been revised downwards; and
· Looking forward, the Board sees opportunity to invest in its chosen areas of expertise and expects to deploy more capital during 2021, and to encourage co-investment opportunities with our partners. Foundations have been laid with the Company's real estate and energy teams, creating a pipeline of opportunities including £7.0 million deposited for the investment in Dacian, a Romanian oil and gas production company, for which final approval by the Romania authorities is pending. The Company continues to evaluate opportunities in late stage private equity and expects to deploy capital in this area also in 2021.
Robert Rayne, Chairman, commented:
"We have successfully completed our first year as an internally managed investment company. While 2020 was a challenging year that was significantly impacted by the Coronavirus pandemic, we were still able to progress on our deal flow, principally in the energy and real estate sectors. The previously announced Dacian Petroleum transaction remains in the final stage of government approvals, and we have backed two real estate teams, George Capital and Cavera, that have a pipeline of opportunities. Our significant cash balances will enable us to deploy capital in 2021, although we remain cautious during these times of uncertainty."
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
12 March 2021
For further information please contact:
LMS Capital PLC
Nick Friedlos, Managing Director
0207 935 3555
Shore Capital
Robert Finlay
0207 408 4050
Statement from the Chairman and the Managing Director
We are delighted to be writing to you having completed our first year as a self-managed investment company.
It has been a turbulent year for communities, for individuals and families and for business. The uncertainty looks set to continue at least for some time and its effects will work their way through all parts of our society over the coming months and years.
Against this background we are pleased with the progress that has been made in 2020 and believe we have laid strong foundations to accelerate that progress in 2021. The Company has a strong balance sheet and we see new opportunities in our areas of endeavour, although we continue to adopt a cautious approach mindful of an uncertain world.
FINANCIAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2020
Net Asset Value
The NAV of the Company at 31 December 2020 was £47.9 million, 59.4p per share (31 December 2019: £56.0 million, 69.3p per share or £52.6 million, 65.1p per share including the special dividend paid in January 2020). After adjusting for the special dividend in January 2020 and for the first interim dividend in September 2020, the NAV reduced by £4.4 million. This comprises a £6.1 million reduction in the first half of the year, in large part due to the estimated impact on valuations of the Coronavirus pandemic, and a £1.7 million increase in the second half of the year.
Net reductions, both realised and unrealised, in the underlying value of the portfolio over the year were £2.0 million (2019: net reductions £0.3 million). Foreign exchange movements resulted in a further net reduction, realised and unrealised, of £0.1 million (2019: £0.5 million).
Principal movements in the underlying investment valuations were:
· Quoted stocks - Realised losses of £0.5 million from the sale of all of the Company's holdings in Gresham House Asset Management and Solaredge and unrealised losses of £0.6 million principally in relation to IDE Group.
· Medhost - Increase in valuation of £0.4 million. This is a co-investment with Primus Capital who is the lead manager on the investment. The company provides enterprise management software to mid-sized hospitals in the US and the valuation reflects movements in the valuation of comparable quoted companies;
· Brockton Capital Fund 1 - Reduction in valuation of £1.4 million. This investment through Brockton Capital Fund 1 in a central London high end residential development has been valued conservatively reflecting the risk around the project as a result of the Coronavirus pandemic;
· Assets managed by San Francisco Equity Partners ("SFEP")
o YesTo - Reduction in valuation of £2.0 million. YesTo experienced a difficult 2018 and 2019. In April 2020, its situation was exacerbated by the Coronavirus pandemic, and the company sought additional funding. Having reviewed the position, LMS decided not to provide additional capital to the SFEP Fund to invest further in YesTo. LMS restructured its management arrangements to incentivise the manager to optimize the value of LMS' holding, notwithstanding it was not participating in the April 2020 funding round. The valuation of the investment has been reduced accordingly.
o ICU - Increase in valuation of £2.5 million from unrealised gains, of which £0.7 million was received as a cash distribution. In the early stages of the Coronavirus pandemic in the US, ICU's main manufacturing partner for its established eyewear business - who is also a major shareholder in ICU - commenced the manufacture of masks and other personal protective equipment ("PPE"). ICU acted as a sales agent in the US, and this has led to the development of a PPE distribution business. This business has significantly improved the cash generation of ICU during the year enabling it to return capital to its shareholders. The increase in valuation reflects the gains made by ICU during the year on the PPE business and an estimate of the additional value of the PPE business going forward.
· Elateral - Reduction in value of £1.4 million. This reduction reflects the ongoing financial losses, exacerbated by the Coronavirus pandemic which has slowed the Company's sales growth;
· Weber Capital Partners - Increase in valuation of £0.6 million. This US micro-cap fund, with which the Company has had a long-standing relationship, has performed exceptionally well during the year, showing a valuation gain of more than 80%;
· Other investments - Net increase in valuations £0.4 million, the bulk of which was due to the performance of the Opus Capital Venture Partners fund interest.
Other movements in net asset value amounted to a net reduction of £2.3 million and include group running costs for the year of £1.7 million (2019: £3.5 million), including subsidiary investment support costs (external diligence costs on Dacian and Cavera support costs) of £0.2 million and non-portfolio foreign exchange losses of £0.6 million. Interest income and other net credits were £0.2 million.
Cash and liquidity
Cash balances in the Company and its subsidiaries at 31 December 2020 were £20.6 million (31 December 2019: £26.6 million).
Significant outflows of cash during the year were payments to shareholders of the £3.4 million special dividend in January 2020 and £7.0 million funding of the Company's investment in Dacian in September 2020.
At the outset of the Coronavirus pandemic, the Board considered the risk to the Company's medium-term liquidity from its portfolio, which might be adversely impacted in terms of both timing and amounts realised. In order to reduce the risk of a lack of liquidity and to implement its investment policy going forward, the Company realised substantially all its quoted portfolio in the first half of the year, generating proceeds of £7.7 million.
Dividend policy
The Company paid a special dividend of £3.4 million in January 2020.
During the first half of the year, the Board gave consideration as to whether a further one-off return of capital should be made. In light of market conditions generally, and in particular the likely reduced near term liquidity from the existing portfolio, the Board decided not to make any further one-off returns of capital in the near term and concluded that liquidity should be retained in the Company to enable it to implement its investment policy and deliver target long- term returns to its shareholders.
The Board is however confident of the Company's ability to generate income on an annual basis and therefore commenced payment of an annual dividend. Initially the dividend payment will be targeted in respect of each financial year as 1.5% per annum of the year end NAV. The actual level of dividend each year will be determined having regard to market conditions generally, the financial position of the Company and the availability of distributable reserves.
An interim dividend of 0.3p per share was paid on 7 September 2020. A final dividend of 0.6p per share is recommended by the Board and, subject to approval by shareholders at the AGM on 12 May 2021, will be paid to shareholders in early June 2021
DEVELOPMENT OF DEAL FLOW
The Company has made progress developing deal flow during the year, focusing initially on its energy and real estate sectors. In relation to late stage private equity, the Company continues to review opportunities and expects to deploy capital in 2021.
Energy
Dacian Petroleum ("Dacian")
In August 2020, the Company announced that it had led an investor group to acquire an interest in Dacian, a Romanian oil and gas production company. Dacian's initial transaction would be the acquisition of a business operating some 40 onshore oil fields in Romania.
LMS committed $9.0 million representing a 32% equity holding in Dacian. LMS' co-investment group, including LMS directors, invested a further $5.0 million representing an 18% equity holding. The Dacian founder and management team will hold 50% of the remaining equity. The investment by LMS and its co-investors is structured primarily as debt with a 7-year maturity and a 14% per annum coupon. The debt will be required to be repaid before any distributions to equity holders.
As reported in the August announcement, the acquisition by Dacian is conditional on obtaining certain regulatory and government approvals in Romania ("the Approvals"). The Approvals had been expected to be obtained during the third or fourth quarter last year, but the process has moved more slowly than originally expected primarily due to the impact of the Coronavirus pandemic.
The Dacian team continue to have a high degree of confidence that the Approvals will successfully be obtained. To the extent that the team has visibility of the approval process, it has evidence that progress is being made and no objections or concerns have been raised by the Romanian authorities.
The investors deposited funds with Dacian during September 2020 in readiness for obtaining the Approvals and proceeding to completion. Assuming the Approvals are obtained, and the transaction completes, which as noted above is still the expectation of the Dacian team, these funds will attract interest at 14% per annum from 20 September 2020. For LMS, this would represent interest income of £0.3 million to 31 December 2020, not at present reflected in the financial results.
In the unlikely event that the Approvals are not obtained within what the parties consider to be an acceptable timeframe, funds would be returned to investors.
LMS' rationale for the acquisition is:
· The opportunity to acquire a business that is cash flow positive from day one;
· Attractive entry pricing based on the oil and gas reserves we believe are in place;
· A founder team with extensive industry experience and a local operational team with prior knowledge of the assets being acquired;
· The prospect of production gains from applying maintenance and workover processes to the assets acquired, which have not been a strategic focus for their current owner; and
· A robust business plan that is expected to produce target returns and can withstand volatility in energy prices.
We believe that this remains an attractive investment for the Company and therefore at present our view is to continue to await the conclusion of the approval process, albeit that it is moving more slowly than expected.
Once the Approvals have been obtained and the transaction completes, we will issue updated information on the investment.
Real Estate
The Company has backed two real estate teams each with complementary skills and business plans.
George Capital ("George")
George is an asset manager specialising in acquiring income producing assets, typically in the £5 million to £20 million range, and through active management reworking and improving the level, quality and duration of the income and also exploiting opportunities to increase the density of use on the site.
George has previously raised and invested in two funds. The George team is now working with LMS, unencumbered by legacy asset positions, to identify and take advantage of market opportunities likely to emerge in the coming months. The investment structure being developed is intended to attract co-investment capital as well as capital from LMS' balance sheet.
Cavera
Cavera is a wholly owned LMS subsidiary established as a vehicle to work with a successful real estate development team. The team previously ran Voreda, a development business that successfully operated a development partnership with Imperial College London, over a 10-year period obtaining some 1.6m square feet of planning consents and jointly investing in and developing over 900,000 square feet of space in West London, including student and key worker accommodation, commercial office, hotel and residential space and specialist college facilities.
At present, LMS is funding Cavera's operating costs as the team look to source development opportunities that can be structured as "Project SPV's" providing investment for LMS and its co-investors.
We have proceeded cautiously with both George and Cavera during the year, mindful of the evolving demand for different types of real estate, in particular as the consequences of the Coronavirus pandemic work through the system.
However, in both cases the teams have a pipeline of opportunities, and we believe that we will be in a position to commit capital and also bring co-investors alongside us during 2021.
LONG-TERM OBJECTIVES AND NEAR-TERM GOALS
The Company's objective is the preservation and creation of wealth for its shareholders over the longer term. Its target is to deliver returns, net of all costs, of 12% to 15% per annum over that longer period.
Its approach to selecting investments is to focus on those areas where it has competitive advantage. In practice this means:
· Concentrating on areas in which it has and can access depth of knowledge and experience in energy, real estate and late stage private equity;
· Building on our relationships working with a small number of outstanding management teams in our sectors. These are teams we know well, have demonstrable success in their respective sectors and have the ability to access and execute on deal opportunities;
· Seeking out "hard to access" assets, typically at the smaller/medium end of their respective sectors, that offer more attractive entry pricing and require a level of management attention that larger funds and pure financial investors may not wish to support.
An important part of the Company's approach, alongside its own balance sheet capital, is to bring co-investors into the opportunities in which it invests. For the Company, this helps create scale in the capital pool it can access and allows it to participate in a more diverse range of investments. For co-investors, this provides the opportunity to invest in deals which are unlikely to be available to them directly as a family office or high net worth investors.
Achieving the longer-term objective requires meeting shorter term goals. Entering its first year as a self-managed business, the Board had three key goals:
· As the impact of the Coronavirus pandemic unfolded, the preservation of value in its existing assets, maintaining liquidity and protection of its financial position;
· Ensuring it had the necessary resources and systems to operate as a self-managed company; and
· Building a pipeline of opportunities in its chosen investment sectors going forward and commencing the deployment of capital.
We believe we have made good progress in the first year and expect during 2021 to build on the foundations laid in 2020.
For 2021 we want to build on these foundations - ultimately the benefit of our efforts needs to be reflected in the returns enjoyed by our shareholders, and we expect to be able to demonstrate this in a meaningful way in 2021. Our focus will be to:
· Further develop our deal pipeline and deploy capital in our chosen sectors;
· Expand our co-investment program; and
· Identify routes to expand the capital base of the Company.
We would like to express our appreciation to our own team, the management teams and others with whom we work and our shareholders for your continued support. We look forward to reporting progress to you during the coming year.
Robert Rayne
Chairman
Nicholas Friedlos
Managing Director
11 March 2021
PORTFOLIO MANAGEMENT REVIEW
Introduction
The Company and the Board became responsible for all aspects of the portfolio management with effect from 30 January 2020, following the Company's shareholder approval of a resolution to return the Company to internal management in November 2019.
Cash in the group at 31 December 2020 was £20.6 million (31 December 2019: £26.6 million), including £16.4 million held by the Company and £4.2 million held by subsidiaries. Significant outflows have been £3.7 million of dividend payments, £7.0 million deposited for the investment in Dacian and an additional £0.8 million invested in Weber Capital Partners. Cash proceeds from realisations and distributions from funds have totalled £9.3 million. Other net cash movements amount to an outflow of £3.2 million.
Market background
2020 was a year dominated by the impact of the Coronavirus pandemic on global markets. The spread of Covid-19 during the first quarter profoundly affected global markets as equities suffered steep declines while government bond yields fell. Sterling hit lows against the U.S. Dollar as investors sought safety in cash. Subsequent quarters of 2020 saw a market recovery as the Covid-19 restrictions eased and vaccine breakthroughs created some optimism about the return to economic normality. Equities increased and the sterling strengthened against the U.S. Dollar. The UK AIM 100 and SmallCap indices ended the year up 19.6% and 4.5%, respectively.
Domestically, the approval and rollout of multiple Covid-19 vaccines beginning in early 2021 could help extend the rally in equities amongst a return to normalcy in the second half of the year. Additionally, a Brexit trade agreement reached at the end of the year removed some of the uncertainty over the future trading relationship with the EU. However, there still remains uncertainty around combatting the pandemic and how that will impact the pace of economic recovery and the domestic and global markets.
The consequences of recent developments and impact of the ongoing pandemic will continue to be monitored closely by the Board.
Performance review
The movement in NAV during the year was as follows: |
2020 |
2019 |
|
£'000 |
£'000 |
Opening NAV |
55,958 |
60,275 |
Loss on investments |
(2,053) |
(1,199) |
Dividends |
(3,673) |
- |
Overheads and other net movements |
(2,309) |
(3,118) |
Closing NAV |
47,923 |
55,958 |
|
|
|
Cash realisations from the portfolio in 2020 were as follows:
|
Year ended 31 December |
|
|
2020 |
2019 |
|
£'000 |
£'000 |
Proceeds from the sale of investments |
8,011 |
12,411 |
Distributions from funds and loan repayments |
1,304 |
788 |
Total - gross |
9,315 |
13,199 |
New and follow-on investments |
(976) |
(426) |
Fund calls |
(169) |
(898) |
Total - net |
8,170 |
11,875 |
|
|
|
Realisations of £9.3 million in 2020 include:
· Proceeds of £7.7 million from the sale of the bulk of the Company's listed shares;
· £0.7 million of distributions from ICU Eyewear related to cash generated from their newly created Health business line that sells personal protective equipment; and
· £0.3 million of distributions from Eden Two LLP
· Other realisations and fund distributions of £0.6 million.
A new investment of £0.8 million was made in Weber Capital Partners in light of the continuing strong performance of this fund over both short and longer-term horizons.
The follow-on investments are primarily in respect of an additional £0.2 million of working capital funding for Elateral, a UK direct investment.
The fund calls are primarily for SFEP management fees.
Below is a summary of the investment portfolio of the Company and its subsidiaries:
|
Year ended 31 December |
||||||
|
2020 |
|
2019 |
||||
Asset type |
UK £'000 |
US £'000 |
Total £'000 |
|
UK £'000 |
US £'000 |
Total £'000 |
Quoted |
119 |
78 |
197 |
|
6,687 |
1,734 |
8,421 |
Unquoted |
1,226 |
8,912 |
10,138 |
|
2,428 |
7,285 |
9,713 |
Funds |
5,808 |
6,050 |
11,858 |
|
7,795 |
6,312 |
14,107 |
|
7,153 |
15,040 |
22,193 |
|
16,910 |
15,331 |
32,241 |
|
|
|
|
|
|
|
|
Basis of valuation:
Quoted investments
Quoted investments for which an active market exists are valued at the closing bid price at the reporting date.
Unquoted direct investment
Unquoted direct investments for which there is no ready market are valued using the most appropriate valuation technique with regard to the stage and nature of the investment. Valuation methods that may be used include:
· investments in an established business are valued using revenue or earnings multiples depending on the stage of development of the business and the extent to which it is generating sustainable revenue or positive cash flows;
· investments in a business the value of which is derived mainly from its underlying net assets rather than its earnings are valued on the basis of net asset valuation;
· investments in an established business which is generating sustainable revenue or positive cash flows but for which other valuation methods are not appropriate are valued by calculating the discounted cash flow of future cash flows or earnings; and
· investments in debt instruments or loan notes are determined on a standalone basis, with the initial investment recorded at the price of the transaction and subsequent adjustments to the valuation are considered for changes in credit risk or market rates. Convertible instruments are valued by disaggregating the convertible feature from the debt instrument and valuing it using a Black-Scholes model.
· the Company adopted the IPEV special valuation guidance issued in March 2020 in response to the significant uncertainty surrounding the Coronavirus pandemic.
Funds
Investments in managed funds are valued at fair value. The general partners of the funds will provide periodic valuations on a fair value basis, the latest available of which the Company will adopt provided it is satisfied that the valuation methods used by the funds are not materially different from the Company's valuation methods. Adjustments will be made to the fund valuation where the Company believes there is evidence available for an alternative valuation.
Performance of the investment portfolio
The return on investments for the year ended 31 December 2020 was as follows:
|
Year ended 31 December |
||||||
|
2020 |
|
2019 |
||||
|
Realised gains/ (losses) |
Unrealised gains/ (losses) |
Total |
|
Realised gains/ (losses) |
Unrealised gains/ (losses) |
Total |
Asset type |
£'000 |
£'000 |
£'000 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Quoted |
(335) |
(598) |
(933) |
|
9 |
2,700 |
2,709 |
Unquoted |
121 |
949 |
1,070 |
|
7,071 |
(3,870) |
3,201 |
Funds |
- |
(2,190) |
(2,190) |
|
- |
(6,708) |
(6,708) |
|
(214) |
(1,839) |
(2,053) |
|
7,080 |
(7,878) |
(798) |
Charge for incentive plans |
|
|
- |
|
|
|
(401) |
|
|
|
(2,053) |
|
|
|
(1,199) |
Operating and similar expenses of subsidiaries |
|
|
(1,194) |
|
|
|
(527) |
|
|
|
(3,247) |
|
|
|
(1,726) |
The Company operates carried interest arrangements in line with normal practice in the private equity industry. The charge for incentive plans for the Company is £0.1 million and Subsidiaries a credit of £0.1 million for carried interest and other incentives relating to historic arrangements. The charge for carried interest incentive plan is included in the Net losses on Investments in the Income Statement.
Approximately, 68% of the portfolio at 31 December 2020 is denominated in US dollars (31 December 2019: 48%) and the above table includes the impact of currency movements. In the year ended 31 December 2020, the weakening of the US dollar against sterling over the year as a whole resulted in an unrealised foreign currency loss of £0.2 million (2019: unrealised loss of £0.5 million). As a common practice in private equity investment, it is the Board's current policy not to hedge the Company's underlying non-sterling investments.
Quoted investments
|
|
|
31 December |
|
|
|
|
2020 |
2019 |
Company |
Sector |
|
£'000 |
£'000 |
IDE Group Holdings |
UK technology |
|
118 |
781 |
Global Green Solutions |
US energy |
|
62 |
- |
Gresham House |
UK financial |
|
- |
5,906 |
Solaredge Technologies |
US renewable energy |
|
- |
1,717 |
Others |
- |
|
17 |
17 |
|
|
|
197 |
8,421 |
|
|
|
|
|
The net (losses)/gains on the quoted portfolio arose as follows:
|
Year ended 31 December |
|
(Losses)/gains, net |
2020 £'000 |
2019 £'000 |
Realised |
|
|
Solaredge Technologies |
265 |
- |
Gresham House |
(716) |
9 |
Realised foreign currency gain |
116 |
- |
|
(335) |
9 |
Unrealised |
|
|
Global Green Solutions |
72 |
- |
IDE Group Holdings |
(663) |
436 |
Solaredge Technologies |
- |
1,135 |
Gresham House |
- |
1,437 |
Other quoted holdings |
3 |
(235) |
Unrealised foreign currency gains/(losses) |
(10) |
(73) |
|
(598) |
2,700 |
Total net (loss)/ gain |
(933) |
2,709 |
|
|
|
Gresham House
The Company sold all of its shares in Gresham House during 2020, resulting in a realised loss of £0.7 million.
Solaredge Technologies
The Company also sold all of its shares of Solaredge Technologies during the year, resulting in a realised gain of £0.3 million.
IDE Group Holding
The performance of IDE Group Holdings declined during 2020 as the company was impacted by the Coronavirus pandemic and saw the share price fall substantially, resulting in a £0.7 million unrealised loss. In January 2021, the company announced that it secured a £22.5 million multi-year contract with a new customer to improve the pipeline of future revenue.
Unquoted investments
|
|
|
31 December |
|
|
|
|
2020 |
2019 |
Company |
Sector |
|
'000 |
£'000 |
Medhost Inc |
US technology |
|
5,704 |
5,460 |
ICU Eyewear* |
US consumer |
|
3,143 |
1,508 |
Northbridge |
UK technology |
|
755 |
730 |
Elateral |
UK technology |
|
399 |
1,610 |
IDE Group |
UK technology |
|
73 |
88 |
Yes To* |
US consumer |
|
64 |
317 |
|
|
|
10,138 |
9,713 |
*These are co-investments with SFEP |
The net gains and losses on the unquoted portfolio arose as follows:
|
Year ended 31 December |
|
|
2020 |
2019 |
Gains, net |
£'000 |
£'000 |
Realised |
|
|
Entuity |
115 |
7,177 |
Penguin Computing |
6 |
36 |
Brockton Capital LLP |
- |
(142) |
|
121 |
7,071 |
Unrealised |
|
|
ICU Eyewear |
2,459 |
- |
Medhost |
374 |
(2,672) |
Northbridge |
25 |
130 |
YesTo |
(268) |
(722) |
Elateral |
(1,436) |
(400) |
Unrealised foreign currency losses |
(205) |
(206) |
|
949 |
(3,870) |
Total net gain |
1,070 |
3,201 |
|
|
|
Valuations are sensitive to changes in the following two inputs:
· The operating performance of the individual businesses within the portfolio; and
· Changes in the revenue and profitability multiples and transaction prices of comparable businesses, which are used in the underlying calculations.
Comments on individual companies are set out below.
Medhost
Medhost is a co-investment with funds of Primus Capital. Medhost's financial performance was relatively flat in 2020, with only a slight decline in both Revenue and EBITDA over the prior year, resulting in a higher valuation by the fund manager Primus Capital and an unrealised gain of £0.4 million for 2020.
Elateral
Additional working capital funding of £0.2 million was required by the Company in 2020. Elateral experienced a net reduction in revenue during 2020 due to the economic impact of the Covid-19 pandemic, and overall the company ran at an EBITDA loss. The valuation has been reduced by £1.4 million for the year.
ICU Eyewear
During 2020, the company created a new business line, Health, for the distribution and sale of personal protective equipment. The Health business line generated significant sales during 2020 due to the Covid-19 pandemic, resulting in cash distributions to the Company of £0.7 million during the year and an additional £1.5 million received in February 2021. The company's main business line, Eyewear, has also continued to demonstrate its ability to trade profitably. The valuation gain of £2.5 million reflects the cash distribution received in February 2021 and the increased value of the ongoing business lines.
Penguin Computing
The Company's total interests are held through its investment in SFEP and directly through a co-investment with SFEP. The amounts shown above relate to the directly held co-investment. As explained below, the business was sold in June 2018 and initial consideration was received, with part of the consideration held in escrow. The remaining investment was fully written off in 2019 but a final distribution of funds from the escrow account was received during 2020.
Fund interests
|
|
|
31 December |
|
|
|
|
2020 |
2019 |
General partner |
Sector |
|
£'000 |
£'000 |
Brockton Capital Fund 1 |
UK real estate |
|
4,107 |
5,529 |
Opus Capital Venture Partners |
US venture capital |
|
3,505 |
3,145 |
Weber Capital Partners |
US micro-cap quoted stocks |
|
1,813 |
563 |
EMAC ILF |
UK |
|
839 |
988 |
San Francisco Equity Partners |
US consumer & technology |
|
699 |
2,570 |
Eden Ventures |
UK venture capital |
|
501 |
914 |
Simmons |
UK |
|
361 |
363 |
Other interests |
- |
|
33 |
35 |
|
|
|
11,858 |
14,107 |
|
|
|
|
|
Gains and losses on the Company's funds portfolio for the year ended 31 December 2020 were as follows:
|
Year ended 31 December |
|
Losses net |
2020 £'000 |
2019 £'000 |
Realised |
|
|
Other funds |
- |
- |
|
- |
- |
|
|
|
Unrealised |
|
|
Opus Capital Venture Partners |
907 |
226 |
Weber Capital Partners |
555 |
- |
Simmons Parallel Energy |
(22) |
81 |
Eden Ventures |
(157) |
(183) |
San Francisco Equity Partners ("SFEP") |
(1,729) |
(6,798) |
Brockton Capital Fund I |
(1,422) |
607 |
Others (net) |
(315) |
(433) |
Unrealised foreign currency losses |
(7) |
(208) |
|
(2,190) |
(6,708) |
Total net loss |
(2,190) |
(6,708) |
|
|
|
LMS is the majority investor in SFEP as opposed to the other fund interests where the Company has only a minority stake. SFEP has one remaining investment, YesTo.
· YesTo - The fund carrying value of £0.6 million (31 December 2019: £2.8 million) was further reduced in 2020. A new management team was appointed in 2020 and a plan to restore growth and profitability was implemented. The 2020 sales were in line with the budget but profitability was negatively impacted by higher costs and the impact of Covid-19, resulting in lower than estimated EBITDA. Further working capital was required during 2020, but the Company elected not to participate in that round of funding. YesTo is valued primarily on a sales multiple and the reduction reflects a valuation that is sufficient to recover the outstanding loan notes held by the Company but prescribes no value to the equity.
In addition, to the fund investments noted above the Company has a directly held co- investment in YesTo of £0.1 million (31 December 2019: £0.3 million). The Company's total investment in YesTo at 31 December 2020, via its SFEP fund interest and its co-investment is £0.7 million (31 December 2019: £3.1 million).
The Company also received from SFEP a £0.2 million final distribution of amounts held in escrow related to the 2018 sale of Penguin Computing.
Overhead Costs
Group overhead costs for the year (including £1.3 million incurred by the Company and £0.6 million by subsidiaries) were £1.9 million (2019: £3.2 million) and include running costs of £1.7 million and investment support costs of £0.2 million for transaction diligence and support costs for real estate and co-investment activities.
Taxation
The Group tax provision for the year, all of which arose in the subsidiaries, is £0.01 million (2019: £nil).
Financial Resources and Commitments
At 31 December 2020 cash holdings, including cash in subsidiaries, were £20.6 million (31 December 2019: £26.6 million) and neither the Company nor any of its subsidiaries had any debt (2019: nil debt).
At 31 December 2020, subsidiary companies had commitments of £2.7 million (31 December 2019: £3.1 million) to meet outstanding capital calls from fund interests.
LMS CAPITAL PLC
11 March 2021
Income Statement
For the year ended 31 December 2020
|
|
Year ended 31 December |
|
|
|
2020 |
2019 |
|
Notes |
£'000 |
£'000 |
Net losses on investments |
2 |
(3,247) |
(1,726) |
Interest income |
3 |
94 |
180 |
Dividend income |
4 |
- |
30 |
Total loss on investments |
|
(3,153) |
(1,516) |
Operating expenses |
5 |
(1,243) |
(2,955) |
Loss before tax |
|
(4,396) |
(4,471) |
Taxation |
8 |
- |
- |
Loss for the year |
|
(4,396) |
(4,471) |
|
|
|
|
Attributable to: |
|
|
|
Equity shareholders |
|
(4,396) |
(4,471) |
|
|
|
|
Loss per ordinary share - basic |
9 |
(5.4)p |
(5.5)p |
Loss per ordinary share - diluted |
9 |
(5.4)p |
(5.5)p |
|
|
|
|
Statement of Other Comprehensive Income
For the year ended 31 December 2020
|
| Year ended 31 December | |
|
| 2020 | 2019 |
|
| £'000 | £'000 |
Loss for the year |
| (4,396) | (4,471) |
Other comprehensive income |
| - | - |
Total comprehensive loss for the year |
| (4,396) | (4,471) |
Attributable to: |
|
|
|
Equity shareholders |
| (4,396) | (4,471) |
Statement of Financial Position
As at 31 December 2020
|
| 31 December | |
|
| 2020 | 2019 |
| Notes | £'000 | £'000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Right of use assets | 17 | 125 | - |
Investments | 11 | 70,610 | 134,283 |
Total non-current assets |
| 70,735 | 134,283 |
|
|
|
|
Current assets |
|
|
|
Operating and other receivables | 12 | 67 | 166 |
Cash and cash equivalents | 13 | 16,385 | 25,079 |
Total current assets |
| 16,452 | 25,245 |
|
|
|
|
Total assets |
| 87,187 | 159,528 |
|
|
|
|
Current liabilities |
|
|
|
Operating and other payables | 14 | (415) | (1,585) |
Amounts payable to subsidiaries |
| (38,747) | (101,985) |
Total current liabilities |
| (39,162) | (103,570) |
|
|
|
|
Non-current liabilities |
|
|
|
Other long-term liabilities | 14 | (102) | - |
Total non-current liabilities |
| (102) | - |
|
|
|
|
Total liabilities |
| (39,264) | (103,570) |
|
|
|
|
Net assets |
| 47,923 | 55,958 |
|
|
|
|
Equity |
|
|
|
Share capital | 15 | 8,073 | 8,073 |
Share premium |
| 508 | 508 |
Capital redemption reserve |
| 24,949 | 24,949 |
Share-based Equity |
| 34 | - |
Retained earnings |
| 14,359 | 22,428 |
Total equity shareholders' funds |
| 47,923 | 55,958 |
|
|
|
|
Net asset value per ordinary share | 23 | 59.36p | 69.30p |
Statement of Changes in Equity
For the year ended 31 December 2020
|
|
| Capital | Share- |
|
|
| Share | Share | redemption | based | Retained | Total |
| capital | premium | reserve | equity | earnings | equity |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
|
|
Balance at 1 January 2019 | 8,073 | 508 | 24,949 | - | 26,745 | 60,275 |
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
Prior year's tax adjustments | - | - | - | - | 154 | 154 |
Loss for the year | - | - | - | - | (4,471) | (4,471) |
Equity after total comprehensive loss for the year | 8,073 | 508 | 24,949 | - | 22,428 | 55,958 |
|
|
|
|
|
|
|
Contributions by and distributions to shareholders |
|
|
|
|
|
|
Share-based payments | - | - | - | - | - | - |
Dividends | - | - | - | - | - | - |
As at 31 December 2019 | 8,073 | 508 | 24,949 | - | 22,428 | 55,958 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Comprehensive loss for the year |
|
|
|
|
|
|
Prior year's tax adjustments | - | - | - | - | - | - |
Loss for the year | - | - | - | - | (4,396) | (4,396) |
Equity after total comprehensive loss for the year | 8,073 | 508 | 24,949 | - | 18,032 | 51,562 |
|
|
|
|
|
|
|
Contributions by and distributions to shareholders |
|
|
|
|
|
|
Share-based payments | - | - |
| 34 | - | 34 |
Dividends (note 10) | - | - | - | - | (3,673) | (3,673) |
As at 31 December 2020 | 8,073 | 508 | 24,949 | 34 | 14,359 | 47,923 |
|
|
|
|
|
|
|
Cash Flow Statement
For the year ended 31 December 2020
|
| Year ended 31 December | |
|
| 2020 | 2019 |
| Note | £'000 | £'000 |
Cash flows from operating activities |
|
|
|
Loss for the year |
| (4,396) | (4,471) |
|
|
|
|
Adjustments for non-cash income and expense: |
|
|
|
Equity settled share-based payment |
| 34 | - |
Depreciation on right of use assets | 17 | 14 | - |
Interest expense on lease | 17 | 4 | - |
Losses on investments | 2 | 3,247 | 1,726 |
Interest income |
| (94) | (180) |
Other income |
| (6) | - |
Adjustments to incentives plans |
| (68) | (710) |
Dividend income |
| - | (30) |
Exchange (gains)/losses on cash and cash equivalents |
| (113) | 197 |
|
| (1,378) | (3,468) |
|
|
|
|
Change in operating assets and liabilities |
|
|
|
Decrease/(increase) in operating and other receivables |
| 91 | (126) |
(Decrease)/increase in operating and other payables |
| (1,195) | 1,120 |
(Decrease)/increase in amounts payable to subsidiaries |
| (7,934) | 12,100 |
Net cash (used in)/from operating activities |
| (10,416) | 9,626 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Interest received | 3 | 102 | 180 |
Other income received |
| 6 | - |
Dividend received |
| - | 30 |
Proceeds from sale of investments |
| 5,190 | - |
Net cash from investing activities |
| 5,298 | 210 |
|
|
|
|
Cash flows from financing activities |
|
|
|
Dividends paid | 10 | (3,673) | - |
Repayment of lease liabilities | 17 | (16) | - |
Net cash (used in)/from financing activities |
| (3,689) | - |
|
|
|
|
Net increase in cash and cash equivalents |
| (8,807) | 9,836 |
Exchange (gains)/losses on cash and cash equivalents |
| 113 | (197) |
Cash and cash equivalents at the beginning of the year |
| 25,079 | 15,440 |
Cash and cash equivalents at the end of the year |
| 16,385 | 25,079 |
Notes to the Financial Statements
1. Principal accounting policies
Reporting entity
LMS Capital plc ("the Company") is domiciled in the United Kingdom. These Financial Statements are presented in pounds sterling because that is the currency of the principal economic environment of the Company's operations.
The Company was formed on 17 March 2006 and commenced operations on 9 June 2006 when it received the demerged investment division of London Merchant Securities.
The financial information for the year ended 31 December 2020 and the year ended 31 December 2019 does not constitute the Company's statutory accounts for those years. Statutory accounts for the year ended 31 December 2019 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 December 2020 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
The auditors' reports on the accounts for 31 December 2020 and 31 December 2019 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards in conformity with the requirement of the Companies Act 2006 and adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. The Financial Statements have been prepared on the historical cost basis except for investments which are measured at fair value, with changes in fair value recognised in the income statement.
The Company's business activities and financial position are set out in the Strategic Report on pages 10 to 19 and in the Portfolio Management Review on pages 20 to 26. In addition, note 18 to the financial information includes a summary of the Company's financial risk management processes, details of its financial instruments and its exposure to credit risk and liquidity risk. Taking account of the financial resources available to it, the Directors believe that the Company is well placed to manage its business risks successfully. After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources for the foreseeable future.
The Company is considered to be a going concern and the accounts have been prepared on a going concern basis. In making this assessment the Directors have considered for the Company's financial position as at the 31 December 2020 and have prepared liquidity forecasts for a three-year period from 1 January 2021. In preparing this liquidity forecast, consideration has been given to the expected impact of Covid-19 on the Company and the wider Group.
Newly implemented standards and interpretations
There are no new standards, amendment to standards or interpretations that are effective for the period beginning 1 January 2020 that may have a material effect on the Financial Statements of the Company.
IFRS 16 - Leases
The Company implemented all of the requirements of IFRS 16 - Leases during the year ended 31 December 2020, upon entering into its first and only lease agreement in June 2020. IFRS 16 Leases was issued in January 2016 and provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value.
· If the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy;
· In all other cases where the renegotiated increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount; and
· If the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial of full termination of the lease with any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount.
IFRS 2 - Share-based payment
IFRS 2 - Share-based payment requires an entity to recognise equity-settled share-based payments measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, together with a corresponding increase in other capital reserves, based upon the Company's estimate of the shares that will eventually vest, which involves making assumptions about any performance and service conditions over the vesting period. The vesting period is determined by the period of time the relevant participant must remain in the Company's employment before the rights to the shares transfer unconditionally to them. The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each period, the Company revises its estimates on the number of awards it expects to vest based on the service conditions.
Any awards granted are to be settled by the issuance of equity are deemed to be equity settled share-based payments, accounted for in accordance with IFRS 2 "Share-Based Payment".
Where the terms of an equity-settled transaction are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.
Per the management share plan, the vesting period for any awards issued can be up to 5 years and subject to certain conditions. The first awards were issued in the year with respect to the performance period ended 31 December 2020.
Accounting for subsidiaries
The Directors have concluded that the Company has all the elements of control as prescribed by IFRS 10 "Consolidated Financial Statements" in relation to all its subsidiaries and that the Company continues to satisfy the three essential criteria to be regarded as an investment entity as defined in IFRS 10, IFRS 12 "Disclosure of lnterests in Other Entities" and IAS 27 "Separate Financial Statements". The three essential criteria are such that the entity must:
· obtain funds from one or more investors for the purpose of providing these investors with professional investment management services;
· commit to its investors that its business purpose is to invest its funds solely for returns from capital appreciation, investment income or both; and
· measure and evaluate the performance of substantially all of its investments on a fair value basis.
ln satisfying the second essential criteria, the notion of an investment time frame is critical. An investment entity should not hold its investments indefinitely but should have an exit strategy for their realisation. Although the Company has invested in equity interests that have an indefinite life, it invests typically for a period of up to ten years. ln some cases, the period may be longer, depending on the circumstances of the investment, however, investments are not made with intention of indefinite hold. This is a common approach in the private equity industry.
Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13 "Fair Value Measurement" and IFRS 9 "Financial instruments".
The Company's subsidiaries, which are wholly - owned and over which it exercises control, are listed in note 22.
Use of estimates and judgements
The preparation of the financial statements require management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis; revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
The areas involving significant judgements are:
· valuation technique selected in estimating fair value of unquoted investments -
note 11
· valuation technique selected in estimating fair value of investment held in Funds -
note 11
· recognition of deferred tax asset for carried forward tax losses - note 8
· recognition of share option for equity awards - note
The areas involving significant estimates are:
· estimate inputs used in calculating fair value of unquoted investments - note 11
· estimated inputs used in calculating fair value of investment held in Funds - note 11
· estimates in calculating the fair value of equity awards - note 16
· estimate percentage of incremental borrowing rate on lease liability - note 17
· estimate percentage on impairment of financial assets - note 18
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have financial impact on the entity and that are believed to be reasonable under the circumstances.
Investments in subsidiaries
The Company's investments in subsidiaries are stated at fair value which is considered to be the carrying value of the net assets of each subsidiary. On disposal of such investments the difference between net disposal proceeds and the corresponding carrying amount is recognised in the income statement.
Valuation of investments
The Company and its subsidiaries manage their investments with a view to profit from the receipt of dividends and increase in fair value of equity investments which can be realised on sale. Therefore, all quoted, unquoted and managed fund investments are designated at fair value through profit and loss which can be realised on sale and carried in the Statement of Financial Position at fair value.
Fair values have been determined in accordance with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. These guidelines require the valuer to make judgments as to the most appropriate valuation method to be used and the results of the valuations.
Each investment is reviewed individually with regard to the stage, nature and circumstances of the investment and the most appropriate valuation method selected. The valuation results are then reviewed and any amendment to the carrying value of investments is made as considered appropriate.
Quoted investments
Quoted investments for which an active market exists are valued at the closing bid price at the reporting date.
Unquoted direct investments
Unquoted direct investments for which there is no ready market are valued using the most appropriate valuation technique with regard to the stage and nature of the investment. Valuation methods that may be used include:
· investments in an established business are valued using revenue or earnings multiples depending on the stage of development of the business and the extent to which it is generating sustainable revenue or earnings;
· investments in a business the value of which is derived mainly from its underlying net assets rather than its earnings are valued on the basis of net asset valuation; and
· investments in an established business which is generating sustainable revenue or positive cash flows but for which other valuation methods are not appropriate are valued by calculating the discounted cash flow of future cash flows or earnings;
· investments in debt instruments or loan notes are determined on a standalone basis, with the initial investment recorded at the price of the transaction and subsequent adjustments to the valuation are considered for changes in credit risk or market rates. Convertible instruments are valued by disaggregating the convertible feature from the debt instrument and valuing it using a Black-Scholes model.
· the Company has adopted the updated IPEV guidelines which are effective from 1 January 2019. The main changes of the new guidelines are:
o price of a recent investment removed as a primary valuation technique; and
o valuing debt investment is expanded;
· the Company adopted the IPEV special valuation guidance issued in March 2020 in response to the significant uncertainty surrounding the Coronavirus pandemic.
Funds
Investments in managed funds are valued at fair value. The general partners of the funds will provide periodic valuations on a fair value basis, the latest available of which the Company will adopt provided it is satisfied that the valuation methods used by the funds are not materially different from the Company's valuation methods. Adjustments will be made to the fund valuation where the Company believes there is evidence available for an alternative valuation.
Impairment of financial assets
Expected credit losses are required to be measured through a loss allowance at an amount equal to:
§ the 12-month expected credit losses (expected credit losses from possible default events within 12 months after the reporting date); or
§ full lifetime expected credit losses (expected credit losses from all possible default events over the life of the financial instrument).
Impairment of financial assets (continued)
A loss allowance for full lifetime expected credit losses is required for a financial instrument if the credit risk of that financial instrument has increased significantly since initial recognition, as well as to contract assets or trade receivables that do not constitute a financing transaction.
For all other financial instruments, expected credit losses are measured at an amount equal to the 12-month expected credit losses.
Impairment losses on financial assets carried at amortised cost are reversed in subsequent periods if the expected credit losses decrease.
Carried interest
The Company historically offered its executives, including Board executives, the opportunity to participate in the returns from successful investments. A variety of incentive and carried interest arrangements were put in place during the years up to and including 2011. No new schemes have been introduced since. As is common place in the private equity industry, executives may, in certain circumstances, retain their entitlement under such schemes after they have left the employment of the Company. The liability under such incentive schemes is accrued if its performance conditions, measured at the balance sheet date, would be achieved if the remaining assets in that scheme were realised at their fair value at the balance sheet date. An accrual is made equal to the amount which the Company would have to pay to any remaining scheme participants from a realisation at the balance sheet value at the balance sheet date. Employer's national insurance, where applicable, is also accrued.
Foreign currencies
Transactions in foreign currencies are recorded at the rate of exchange at the date of transaction. Monetary assets and monetary liabilities denominated in foreign currencies at the reporting date are reported at the rates of exchange prevailing at that date and exchange differences are included in the income statement.
Operating and other receivables
Operating and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. The assets held at amortised cost are immaterial.
Cash and cash equivalents
Cash, for the purpose of the cash flow statement, comprises cash in hand and cash equivalents.
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.
Financial liabilities
The Company's financial liabilities include operating and other payables. These are initially recognised at fair value. Subsequent measurement is at amortised cost using the effective interest method.
Dividend payable
Dividend distribution to the shareholders is recognised as a liability in the Company's financial statements when approved at an annual general meeting by the shareholders for final dividends and interim dividends when paid.
Income
Gains and losses on investments
Realised and unrealised gains and losses on investments are recognised in the income statement in the period in which they arise.
Interest income
Interest income is recognised as it accrues using the effective interest method.
Dividend income
Dividend income is recognised on the date the Company's right to receive payment is established.
Expenditure
Income tax expense
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except to the extent that it relates to items recognized in other comprehensive income or directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet liability approach, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.
2. Net losses on investments
Losses and gains on investments were as follows:
|
Year ended 31 December
| |||||
|
| 2020 |
|
| 2019 |
|
Investment portfolio of the Company | Realised | Unrealised | Total | Realised | Unrealised | Total |
Asset type | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Quoted | (716) | - | (716) | - | 1,437 | 1,437 |
Unquoted | - | 25 | 25 | - | 130 | 130 |
Funds | - | - | - | - | - | - |
| (716) | 25 | (691) | - | 1,567 | 1,567 |
Charge for incentive plans |
|
| (68) |
|
| (710) |
|
|
| (759) |
|
| 857 |
Investment portfolio of subsidiaries |
|
|
|
|
|
|
Asset type |
|
|
|
|
|
|
Quoted | 381 | (598) | (217) | 9 | 1,263 | 1,272 |
Unquoted | 121 | 924 | 1,045 | 7,071 | (4,000) | 3,071 |
Funds | - | (2,190) | (2,190) | - | (6,708) | (6,708) |
| 502 | (1,864) | (1,362) | 7,080 | (9,445) | (2,365) |
Total | (214) | (1,839) | (2,121) | 7,080 | (7,878) | (1,508) |
Credit for incentive plans |
|
| 68 |
|
| 309 |
|
|
| (2,053) |
|
| (1,199) |
Operating and similar |
|
|
|
|
|
|
expenses of subsidiaries* |
|
| (1,194) |
|
| (527) |
|
|
| (3,247) |
|
| (1,726) |
|
|
|
|
|
|
|
In September 2020, a subsidiary of the Company deposited £7 million for an investment in Dacian Petroleum, a Romanian oil and gas production company. The completion of the transaction is subject to regulatory and local government approvals in Romania, which are progressing. The £7 million investment is structured primarily as debt with a 7-year maturity and bearing interest at 14% per annum from 20 September 2020. The subsidiary has not recognised the interest income of £0.3 million during 2020 as the transaction was not complete at 31 December 2020 but continues to believe it is probable that the approvals will be obtained and the transaction will close.
The Company operates carried interest arrangements in line with normal practice in the private equity industry. The charge for incentive plans for the Company is £0.07 million and Subsidiaries a credit of £0.07 million for carried interest and other incentives relating to historic arrangements. The credit for subsidiaries is included in the Net losses on Investments in the Income Statement.
*Includes operating and legal costs and taxation charges of subsidiaries.
3. Interest income
Interest income comprises of interest earned on bank deposits and on loans investments.
4. Dividend income
Dividend income received from quoted equity shares are accounted for when the right to receive payments is established and the amount of the dividend can be measured reliably.
5. Operating expenses
Operating expenses comprise administrative expenses and include the following:
|
| Year ended 31 December | |
|
| 2020 | 2019 |
|
| £'000 | £'000 |
Directors remuneration (note 6) |
| 708 | 101 |
Staff expenses (note 7) |
| 169 | 149 |
Depreciation on right of use assets |
| 14 | - |
Management fee |
| - | 1,284 |
Other administrative expenses |
| 572 | 1,124 |
Foreign currency exchange differences |
| (275) | 174 |
Auditor's remuneration |
|
|
|
Fees to Company auditor |
|
|
|
- parent company |
| 38 | 35 |
- subsidiary companies |
| - | 73 |
- interim review for LMS Capital plc |
| 17 | 15 |
|
| 1,243 | 2,955 |
|
|
|
|
The audit fee comprises of £38,000 (2019: £35,000) for LMS Capital plc, fees directly charged to subsidiaries in the current year are £75,000 (2019: £72,500) and £17,000 (2019: £15,000) for the interim review. The expenses in the table above vary from these numbers due to adjustments for opening and closing accruals.
6. Directors' Remuneration
|
| Year ended 31 December | |
|
| 2020 | 2019 |
|
| £'000 | £'000 |
Directors' remuneration |
| 593 | 70 |
Directors' social security contributions |
| 62 | 6 |
Directors' other benefit |
| 53 | 25 |
|
| 708 | 101 |
|
|
|
|
The highest paid director was Nicholas Friedlos (2019 - Martin Knight) |
| 239 | 55 |
|
|
|
|
The average number of Directors and staff was as follows:
| 31 December 2020 | 31 December 2019 | ||||
| Male | Female | Total | Male | Female | Total |
Average number of directors | 5 | - | 5 | 4 | - | 4 |
| 5 | - | 5 | 4 | - | 4 |
7. Staff Expenses
|
| Year ended 31 December | |
|
| 2020 | 2019 |
|
| £'000 | £'000 |
Wages and salaries |
| 144 | 133 |
Employers' social security contributions |
| 13 | 15 |
Employers' other benefits |
| 12 | 1 |
|
| 169 | 149 |
8. Taxation
|
| Year ended 31 December | |
|
| 2020 | 2019 |
|
| £'000 | £'000 |
Current tax expense |
|
|
|
Current year |
| - | - |
Total tax expense |
| - | - |
Reconciliation of tax expense |
| Year ended 31 December | |
|
| 2020 | 2019 |
|
| £'000 | £'000 |
Loss before tax |
| (4,396) | (4,471) |
Corporation tax using the Company's domestic tax rate - 19% (2019: 19%) |
| (835) | (850) |
Fair value adjustments not currently taxed |
| 390 | 94 |
Non-deductible expenses |
| 238 | 100 |
Non-taxable expense/ (income) |
| 301 | (6) |
Deferred tax asset not recognised |
| - | 534 |
Transfer pricing |
| (766) | (700) |
Company relief |
| 672 | 828 |
Total tax expense |
| - | - |
As at the year end, there are cumulative potential deferred tax assets of £1.512 million (2019: £1.677 million) in relation to the Company's cumulative tax losses of £7.956 million (2019: £8.826 million). It is unlikely that the Company will generate sufficient taxable profits in future to utilise these amounts and therefore no deferred tax asset has been recognised in the current or prior year.
9. Loss per ordinary share
The calculation of the basic and diluted earnings per share, in accordance with IAS 33, is based on the following data:
|
| Year ended 31 December | |
|
| 2020 | 2019 |
|
| £'000 | £'000 |
Loss |
|
|
|
Loss for the purposes of loss per share being |
|
|
|
net loss attributable to equity holders of the parent |
| (4,396) | (4,471) |
|
|
|
|
|
| Number | Number |
Number of shares |
|
|
|
Weighted average number of ordinary shares for the |
|
|
|
purposes of basic loss per share |
| 80,727,450 | 80,727,450 |
|
|
|
|
|
|
|
|
Loss per share |
| Pence | Pence |
Basic |
| (5.4) | (5.5) |
Diluted |
| (5.4) | (5.5) |
The Company has share awards issued not yet vested which were not dilutive in 2020.
10. Dividends
Dividends declared during the year ending 31 December 2020 are as follows.
| Dividend date | Payment Date | Dividend £'000 | Dividend per share
|
First dividend | 20 December 2019 | 09 January 2020 | 3,431 | 0.0425 |
Second dividend | 14 August 2020 | 07 September 2020 | 242 | 0.0030 |
Total 2020 |
|
| 3,673 | 0.0455 |
A final dividend of 0.6p per share is recommended by the Board and, subject to approval by shareholders at the AGM on 12 May 2021, will be paid out in early June 2021.
11. Investments
The Company's investments comprised the following:
| Year ended 31 December | |
| 2020 | 2019 |
| £'000 | £'000 |
Total investments | 70,610 | 134,283 |
These comprise: |
|
|
Investment portfolio of the Company | 755 | 6,636 |
Investment portfolio of subsidiaries | 21,438 | 25,605 |
Investment portfolio - total | 22,193 | 32,241 |
Other net assets of subsidiaries | 48,417 | 102,042 |
| 70,610 | 134,283 |
The carrying amounts of the Company's and its subsidiaries' investment portfolios were as follows:
| 31 December 2020 | 31 December 2019 | ||
Investment portfolio of the Company |
|
|
|
|
Asset type | £'000 | £'000 | £'000 | £'000 |
Quoted |
| - |
| 5,906 |
Unquoted direct |
| 755 |
| 730 |
Funds |
| - |
| - |
|
| 755 |
| 6,636 |
|
|
|
|
|
Investment portfolio of subsidiaries |
|
|
|
|
Asset type |
|
|
|
|
Quoted | 197 |
| 2,515 |
|
Unquoted direct | 9,383 |
| 8,983 |
|
Funds | 11,858 |
| 14,107 |
|
Other net assets of subsidiaries | 48,417 |
| 102,042 |
|
| 69,855 | 69,855 | 127,647 | 127,647 |
|
| 70,610 |
| 134,283 |
The movements in the investment portfolio were as follows:
| Quoted | Unquoted |
|
|
| securities | securities | Funds | Total |
| £'000 | £'000 | £'000 | £'000 |
Carrying value |
|
|
|
|
Balance at 1 January 2019 | 5,761 | 18,324 | 20,798 | 44,883 |
Purchases | - | 514 | 573 | 1,087 |
Disposal proceeds | (178) | (7,694) | (681) | (8,853) |
Distributions from partnerships | - | - | (66) | (66) |
Fair value adjustments | 2,838 | (1,431) | (6,517) | (5,110) |
Balance at 31 December 2019 | 8,421 | 9,713 | 14,107 | 32,241 |
| Quoted | Unquoted |
|
|
| securities | securities | Funds | Total |
| £'000 | £'000 | £'000 | £'000 |
Balance at 1 January 2020 | 8,421 | 9,713 | 14,107 | 32,241 |
Purchases | 424 | 249 | 906 | 1,579 |
Disposal proceeds | (7,715) | - | - | (7,715) |
Distributions from partnerships | - | (894) | (965) | (1,859) |
Fair value adjustments | (933) | 1,070 | (2,190) | (2,053) |
Balance at 31 December 2020 | 197 | 10,138 | 11,858 | 22,193 |
The following table analyses investments carried at fair value at the end of the year, by the level in the fair value hierarchy into which the fair value measurement is categorised. The different levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets;
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset that are not based on observable market data (unobservable inputs such as trading comparables and liquidity discounts).
Fair value measurements are based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's view of market assumptions in the absence of observable market information (see note 18 - Financial risk management).
The Company's investments are analysed as follows:
|
|
| 31 December | |
|
|
| 2020 | 2019 |
|
|
| £'000 | £'000 |
Level 1 |
|
| - | 5,906 |
Level 2 |
|
| 755 | 730 |
Level 3 |
|
| 69,855 | 127,647 |
|
|
| 70,610 | 134,283 |
Level 3 amounts include £21,438,000 (2019: £25,605,000) relating to the investment portfolios of subsidiaries including quoted investments of £197,000 (2019: £2,515,000) and £48,417,000 (2019: £102,042,000) in relation to the other net assets of subsidiaries.
There were no transfers between levels during the year ending 31 December 2020.
12. Operating and other receivables
|
|
| 31 December | |
|
|
| 2020 | 2019 |
|
|
| £'000 | £'000 |
Other receivables and prepayments |
|
| 67 | 166 |
|
|
| 67 | 166 |
|
|
|
|
|
13. Cash and cash equivalents
|
|
| 31 December | |
|
|
| 2020 | 2019 |
|
|
| £'000 | £'000 |
Bank balances |
|
| 2,221 | 10,951 |
Short-term deposits |
|
| 14,164 | 14,128 |
|
|
| 16,385 | 25,079 |
At 31 December 2020, a balance of £14.164 million (2019: £14.128 million) was held in short term deposit accounts with no maturity date meaning it was immediately available. In accordance with the definition of cash and cash equivalents, the amounts in both the current and prior year are included as a current asset on the face of the balance sheet.
14. Operating and other payables
|
|
| 31 December | |
|
|
| 2020 | 2019 |
|
|
| £'000 | £'000 |
Carried interest provision |
|
| 68 | 710 |
Trade payables |
|
| 32 | 225 |
Other non-trade payables and accrued expenses |
|
| 316 | 650 |
|
|
| 415 | 1,585 |
Other long-term lease liabilities |
|
| 102 | - |
|
|
| 517 | 1,585 |
The Company operates carried interest arrangements in line with normal practice in the private equity industry, calculated on the assumption that the investment portfolio is realised at its year-end carrying amount. As at 31 December 2020, £68,000 (2019: £710,000) has been accrued for in the Company and £424,000 (2019: £629,000) has been accrued for in the subsidiaries. Carried interest accrued for in the subsidiaries is included in the amounts owing to subsidiaries on the statement of financial position.
15. Capital and reserves
Share capital
| 2020 | 2020 | 2019 | 2019 |
Ordinary shares | Number | £'000 | Number | £'000 |
Balance at the beginning of the year | 80,727,450 | 8,073 | 80,727,450 | 8,073 |
Repurchase of shares | - | - | - | - |
Balance at the end of the year | 80,727,450 | 8,073 | 80,727,450 | 8,073 |
The Company's ordinary shares have a nominal value of 10p per share and all shares in issue are fully paid up.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
There was no issue or repurchases of shares in the year (2019: £nil).
Share premium account
The Company's share premium account arose on the exercise of share options in prior years.
Capital redemption reserve
The capital redemption reserve comprises the nominal value of shares purchased by the Company out of its own profits and cancelled.
16. Share awards
On 24 June 2020, the Company established a long-term incentive plan for the employees of the Company. The plan grants the Board the authority to allot up to 1,000 Value Creation Plan ("VCP") units with both performance and service conditions attached. The VCP units can only be awarded at the end of the five-year vesting period, 30 June 2025, if certain minimum performance conditions are met. These minimum performance conditions include two performance targets over the measurement period, including a minimum hurdle rate such that the annualized total shareholder return ("TSR") over the measurement period must be not less than 8% and a minimum share price of 52.8p. If the minimum performance targets are met, the amount that the plan participants will receive will depend on the TSR performance of the Company achieved over the five-year vesting period. The Board retains the right to settle these awards in either shares or cash. As the Company does not have a present obligation to settle in cash, the awards are all recognized as equity settled share awards.
The first share awards were granted in 2020 with respect to the performance period ended 31 December 2020.
Grant date | Type of award | Number of shares awarded | Fair value/ share £ | Vesting conditions | Final vesting date | ||
30 June 2020 | Shares | 500 | 418.44 | Awards vest quarterly over 5 years provided the employee is still in service of the Company. | 30 June 2025 | ||
17 November 2020 | Shares | 125 | 393.63 | Awards vest quarterly over 5 years provided the employee is still in service of the Company. | 30 June 2025 | ||
|
|
|
|
|
|
| |
The fair value of the option granted during the year has been estimated using the Monte Carlo simulation. The principal assumption used in the calculation were as follows:
| 2020 | 2019 |
|
Share price at 30 June 2020 | £ 0.328 | - | |
Share price at 17 November 2020 | £ 0.299 | - | |
Exercise price | - | - | |
Expected life | 5 years | - | |
Weighted average risk-free rate | (0.04%) | - | |
Dividend yield | 2.0% | - |
| Number of awards | Weighted average of fair value of instrument | |||
Outstanding at 1 January 2020 |
|
| - | - | |
Granted |
|
| 625 | 413.48 | |
Settled in equity |
|
| - | - | |
Outstanding at 31 December 2020 |
|
| 625 | 413.48 | |
17. Leases
Lease commitments
The Company leases rental space and information with regards to this lease is outlined below:
Rental lease asset | £'000 |
Leased asset recognised under IFRS 16 on 1 July 2020 | 139 |
Depreciation for the year | (14) |
At 31 December 2020 | 125 |
Rental lease liability | £'000 |
Leased asset recognised under IFRS 16 on 1 July 2020 | 139 |
Unwinding of the discount on lease liability | 4 |
Payments for lease | (16) |
At 31 December 2020 | 127 |
Further information regarding the adoption of IFRS 16 is detailed in note 1.
18. Financial risk management
Financial instruments by category
The following tables analyse the Company's financial assets and financial liabilities in accordance with the categories of financial instruments in IFRS 9. Assets and liabilities outside the scope of IFRS 9 are not included in the table below:
| 31 December | |||||
| 2020 | 2019 | ||||
| Fair |
|
| Fair |
|
|
| Value |
|
| Value |
|
|
| through | Measured at |
| through | Measured at |
|
| Profit or | amortised |
| profit or | amortised |
|
| loss | cost | Total | loss | cost | Total |
Financial assets | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Investments | 70,610 | - | 70,610 | 134,283 | - | 134,283 |
Operating and other receivables | - | 67 | 67 | - | 166 | 166 |
Cash and cash equivalents | - | 16,385 | 16,385 | - | 25,079 | 25,079 |
Total | 70,610 | 16,452 | 87,062 | 134,283 | 25,245 | 159,528 |
| 31 December | |||||
| 2020 | 2019 | ||||
| Fair |
|
| Fair |
|
|
| Value |
|
| Value |
|
|
| through | Measured at |
| through | Measured at |
|
| profit or | amortised |
| profit or | amortised |
|
| loss | cost | Total | loss | cost | Total |
Financial liabilities | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Operating and other payables | - | 390 | 390 | - | 1,585 | 1,585 |
Amounts payable to subsidiaries | - | 38,747 | 38,747 | - | 101,985 | 101,985 |
Lease liabilities | - | 127 | 127 | - | - | - |
Total | - | 39,264 | 39,264 | - | 103,570 | 103,570 |
lntercompany payables to subsidiaries are all repayable on demand thus there are no undiscounted contractual cash flows to present.
The Company has exposure to the following risks from its use of financial instruments:
· credit risk;
· liquidity risk; and
· market risk.
This note presents information about the Company's exposure to each of the above risks, its policies for measuring and managing risk, and its management of capital.
Credit risk
Credit risk is the risk of the financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables and its cash and cash equivalents.
|
|
|
|
| 31 December | |
|
|
|
|
| 2020 | 2019 |
|
|
|
|
| £'000 | £'000 |
Operating and other receivables |
|
|
|
| 67 | 166 |
Debt Investments |
|
|
|
| 600 | 600 |
Cash and cash equivalents |
|
|
|
| 16,385 | 25,079 |
|
|
|
|
| 17,052 | 25,845 |
The Company limits its credit risk exposure by only depositing funds with highly rated institutions. Cash holdings at 31 December 2020 and 2019 were held in institutions currently rated A or better by Standard and Poor's. Given these ratings, the Company does not expect any counterparty to fail to meet its obligations and therefore, no allowance for impairment is made for bank deposits.
The loss allowance as at 31 December 2020 and 31 December 2019 was determined as follows for trade receivables:
|
| More than | More than | More than |
|
| Current | 30 days past due | 60 days past due | 120 days past due | Total |
2020 | £'000 | £'000 | £'000 | £'000 | £'000 |
Expected loss rate | - | - | - | 100% |
|
Trade receivables | - | - | - | 59 | 59 |
Other receivables | 67 | - | - | - | 67 |
Prepayments and accrued income | - | - | - | - | - |
Loss allowance | - | - | - | (59) | (59) |
Total | 67 | - | - | - | 67 |
|
| More than | More than | More than |
|
| Current | 30 days past due | 60 days past due | 120 days past due | Total |
2019 | £'000 | £'000 | £'000 | £'000 | £'000 |
Expected loss rate | - | - | - | 100% |
|
Trade receivables | - | - | - | 59 | 59 |
Other receivables | 166 | - | - | - | 166 |
Prepayments and accrued income | - | - | - | - |
|
Loss allowance | - | - | - | (59) | (59) |
Total | 166 | - | - | - | 166 |
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Its financing requirements are met through a combination of liquidity from the sale of investments and the use of cash resources.
The following table shows an analysis of the financial assets and financial liabilities by remaining expected maturities as at 31 December 2019 and 31 December 2020.
Financial assets:
| Up to 3 months | 3-12 months | 1-5 years | Over 5 years | Total |
2020 | £'000 | £'000 | £'000 | £'000 | £'000 |
Investment | - | - | - | 70,610 | 70,610 |
Operating and other receivables | 67 | - | - | - | 67 |
Cash and cash equivalents | 16,385 | - | - | - | 16,385 |
Total | 16,452 | - | - | 70,610 | 87,062 |
| Up to 3 months | 3-12 months | 1-5 years | Over 5 years | Total |
2019 | £'000 | £'000 | £'000 | £'000 | £'000 |
Investment | - | - | - | 134,283 | 134,283 |
Operating and other receivables | 166 | - | - | - | 166 |
Cash and cash equivalents | 25,079 | - | - | - | 25,079 |
Total | 25,245 | - | - | 134,283 | 159,528 |
Financial liabilities:
| Up to 3 months | 3-12 months | 1-5 years | Over 5 years | Total |
2020 | £'000 | £'000 | £'000 | £'000 | £'000 |
Operating and other payables | 390 | - | - | - | 390 |
Amount payable to subsidiaries | - | - | - | 38,747 | 38,747 |
Lease liabilities | 6 | 19 | 102 | - | 127 |
Total | 396 | 19 | 102 | 38,747 | 39,264 |
| Up to 3 months | 3-12 months | 1-5 years | Over 5 years | Total |
2019 | £'000 | £'000 | £'000 | £'000 | £'000 |
Operating and other receivables | 1,585 | - | - | - | 1,585 |
Amount payable to subsidiaries | - | - | - | 101,985 | 101,985 |
Total | 1,585 | - | - | 101,985 | 103,570 |
In addition, certain of the Company's subsidiaries have uncalled capital commitments to funds of £2,717,000 (31 December 2019: £3,065,000) for which the timing of payment is uncertain (see note 19).
Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The Company aims to manage this risk within acceptable parameters while optimising the return.
Currency risk
The Company is exposed to currency risk on those of its investments which are denominated in a currency other than the Company's functional currency which is pounds sterling. The only other significant currency within the investment portfolio is the US dollar; approximately 68% of the investment portfolio is denominated in US dollars.
The Company does not hedge the currency exposure related to its investments. The Company regards its exposure to exchange rate changes on the underlying investment as part of its overall investment return and does not seek to mitigate that risk through the use of financial derivatives.
The Company is exposed to translation currency risk on sales and purchases which are denominated in a currency other than the Company's functional currency. The currency in which these transactions are denominated is principally US dollars.
The Company's exposure to foreign currency risk was as follows:
| 31 December | |||||
| 2020 | 2019 | ||||
| GBP | USD | Other | GBP | USD | Other |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Investments | 54,370 | 15,040 | 1,200 | 117,601 | 15,331 | 1,351 |
Right of use assets | 125 | - | - | - | - | - |
Operating and other receivables | 67 | - | - | 166 | - | - |
Cash and cash equivalents | 15,830 | 555 | - | 24,498 | 581 | - |
Operating and other payables | (39,264) | - | - | (103,570) | - | - |
Gross exposure | 31,128 | 15,595 | 1,200 | 38,695 | 15,912 | 1,351 |
Forward exchange contracts | - | - | - | - | - | - |
Net exposure | 31,128 | 15,595 | 1,200 | 38,695 | 15,912 | 1,351 |
The aggregate net foreign exchange losses recognised in profit or loss were: |
| |
| 31 December | |
| 2020 | 2019 |
| £'000 | £'000 |
Net foreign exchange loss on investment | (90) | (478) |
Net foreign exchange loss on non-investment | (577) | (272) |
Total net foreign exchange losses recognised in profit before income tax for the year | (667) | (750) |
At 31 December 2020, the rate of exchange was USD 1.37 = £1.00 (31 December 2019: USD 1.33 = £1.00). The average rate for the year ended 31 December 2020 was USD 1.28 = £1.00 (2019: USD 1.28 = £1.00).
A 10% strengthening of the US dollar against the pound sterling would have increased equity by £1.7 million at 31 December 2020 (31 December 2019: increase of £1.7 million) and decreased the loss for the year ended 31 December 2020 by £1.7 million (2019: decreased the loss by £1.7 million). This assumes that all other variables, in particular interest rates, remain constant. A weakening of the US dollar against the pound sterling would have decreased equity and increased the loss for the year by the same amounts. This level of change is considered to be reasonable based on observations of current conditions.
Interest rate risk
At the reporting date, the Company's cash and cash equivalents are exposed to interest rate risk and the sensitivity below is based on these amounts.
An increase of 100 basis points in interest rates at the reporting date would have increased equity by £207,000 (31 December 2019: increase of £203,000) and decreased the loss for the year by £207,000 (2019: £203,000). A decrease of 100 basis points would have decreased equity and increased the loss for the year by the same amounts. This level of change is considered to be reasonable based on observations of current conditions.
Fair values
All items not held at fair value in the Statement of Financial Position have fair values that approximate their carrying values.
Other market price risk
Equity price risk arises from equity securities held as part of the Company's portfolio of investments. The Company's management of risk in its investment portfolio focuses on diversification in terms of geography and sector, as well as type and stage of investment.
The Company's investments comprise unquoted investments in its subsidiaries and investments in quoted investments. The subsidiaries' investment portfolios comprise investments in quoted and unquoted equity and debt instruments. Quoted investments are quoted on the main stock exchanges in London and USA. A proportion of the unquoted investments are held through funds managed by external managers.
As is common practice in the venture and development capital industry, the investments in unquoted companies are structured using a variety of instruments including ordinary shares, preference shares and other shares carrying special rights, options and warrants and debt instruments with and without conversion rights. The investments are held for resale with a view to the realisation of capital gains. Generally, the investments do not pay significant income.
The significant unobservable inputs used at 31 December 2020 in measuring investments categorised as level 3 in note 11 are considered below:
1. Unquoted securities (carrying value £10.1 million) are valued using the most appropriate valuation technique such as a revenue-based approach, an earnings-based approach, or a discounted cash flow approach. These investments are sensitive to both the overall market and industry specific fluctuations that can impact multiples and comparable company valuations. In most cases the valuation method uses inputs based on comparable quoted companies for which the key unobservable inputs are:
· EBITDA multiples in the range 4-8 times dependent on the business of each individual company, its performance and the sector in which it operates;
· revenue multiples in the range 0.30-3.6 times, also dependent on attributes at individual investment level; and
· discounts applied of up to 30%, to reflect the illiquidity of unquoted companies compared to similar quoted companies. The discount used requires the exercise of judgement taking into account factors specific to individual investments such as size and rate of growth compared to other companies in the sector.
2. Investments in funds (carrying value £11.9 million) are valued using reports from the general partners of the fund interests with adjustments made for calls, distributions and foreign currency movements since the date of the report (if prior to 31 December 2020). The Company also carries out its own review of individual funds and their portfolios to satisfy themselves that the underlying valuation bases are consistent with the basis of valuation and knowledge of the investments and the sectors in which they operate. However, the degree of detail on valuations varies significantly by fund and, in general, details of unobservable inputs used are not available.
The valuation of the investments in subsidiaries makes use of multiple interdependent significant unobservable inputs and it is impractical to sensitise variations of any one input on the value of the investment portfolio as a whole. Estimates and underlying assumptions are reviewed on an ongoing basis, however, inputs are highly subjective. Changes in any one of the variables, earnings or revenue multiples or illiquidity discounts could potentially have a significant effect on the valuation.
If the valuation for level 3 category investments declined by 10% from the amount at the reporting date, with all other variables held constant, the loss for the year ended 31 December 2020 would have increased by £7.0 million (2019: loss increased by £12.7 million). An increase in the valuation of level 3 category investments by 10% at the reporting date would have an equal and opposite effect.
Capital management
The Company's total capital at 31 December 2020 was £48 million (31 December 2019: £56 million) comprising equity share capital and reserves. The Company had borrowings at 31 December 2020 of £nil (31 December 2019: £nil).
In order to meet the Company's capital management objectives, the Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:
· Working capital requirements and follow-on investment capital for portfolio investments, including calls from funds;
· Capital available for new investments; and
· The annual dividend policy and other possible distributions to shareholders.
19. Capital commitments
|
|
| 31 December | |
|
|
| 2020 | 2019 |
|
|
| £'000 | £'000 |
Outstanding commitments to funds |
|
| 2,717 | 3,065 |
The outstanding capital commitments to funds comprise unpaid calls in respect of funds where a subsidiary of the Company is a limited partner.
As of 31 December 2020, the Company has no other contingencies or commitments to disclose.
20. Related party transaction
The Directors fee paid for the year was £708,000 (2019: £101,000).
Gresham House Asset Management Limited was appointed the investment manager of LMS Capital plc on 16 August 2016 and the agreement was terminated on 30 January 2020. Amount charged by the Investment Manager in 2020 is £nil (2019: £1,284,000). During the year, the Company accrued an additional £20,000 (2019: £400,000) in relation to termination fees payable to Gresham House Asset Management Limited. The Company made a payment of £346,000 towards the prior year's accrual of £400,000 and the remaining £54,000 credit was accounted for in the current year. During the year ending 31 December 2020, the company received a sum of £32,000 from Gresham House Asset Management Limited which related to management fee true up of 2019.
With effect from 24 June 2020, the Company entered into a lease agreement with The Rayne Foundation in respect of the premises comprising its principal office. Under the terms of the lease, the Company paid rent of £16,390 (2019: nil) to The Rayne Foundation. Robert Rayne is the Chairman of The Rayne Foundation.
21. Subsequent events
There are no subsequent events that would materially affect the interpretation of these Financial Statements.
22. Subsidiaries
The Company's subsidiaries are as follows:
Name | Country of incorporation | Holding % | Activity |
International Oilfield Services Limited | Bermuda | 100 | Investment holding |
LMS Capital (Bermuda) Limited | Bermuda | 100 | Investment holding |
LMS Capital (General Partner) Limited | Bermuda | 100 | Investment holding |
LMS Capital Group Limited | England and Wales | 100 | Investment holding |
LMS Capital Holdings Limited | England and Wales | 100 | Investment holding |
Lioness Property Investments Limited | England and Wales | 100 | Investment holding |
Lion Property Investments Limited | England and Wales | 100 | Investment holding |
Lion Investments Limited | England and Wales | 100 | Investment holding |
Lion Cub Property Investments Limited | England and Wales | 100 | Investment holding |
Tiger Investments Limited | England and Wales | 100 | Investment holding |
LMS Tiger Investments (II) Limited | England and Wales | 100 | Investment holding |
Westpool Investment Trust plc | England and Wales | 100 | Investment holding |
Cavera Limited | England and Wales | 100 | Trading |
LMS Co-Invest Limited | England and Wales | 100 | Trading |
For the year ended 31 December 2020, five limited partnerships (LMS Capital 2007 LP, LMS Capital 2008 LP, LMS Capital 2009 LP, LMS Capital 2010 LP and LMS Capital 2011 LP) which were registered in Bermuda were liquidated on 30 June 2020. In addition, LMS Capital (ECI) Limited, LMS Capital (GW) Limited, LMS NEP Holdings Inc and LMS Tiger Investments Limited were also liquidated by November 2020.
On 09 January 2020, Lion Cub Investment changed its name to Cavera Limited.
On 10 January 2020, LMS Co-Invest Limited was incorporated as a private company under the Company's subsidiaries.
The registered office address of the Company's subsidiaries is as follow:
Subsidiaries incorporated in England and Wales: Two London Bridge, London, SE1 9RA.
Subsidiaries and partnerships incorporated in Bermuda: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
23. Net asset value per share
The net asset value per ordinary shares in issue are as follows:
|
|
| 31 December | |
|
|
| 2020 | 2019 |
NAV (£'000) |
|
| 47,923 | 55,958 |
Number of ordinary shares in issue |
|
| 80,727,450 | 80,727,450 |
NAV per share (in pence) |
|
| 59.4 pence | 69.3 pence |