TIDMDBAY
RNS Number : 8900M
Douglasbay Capital PLC
24 September 2012
September 24(th) , 2012
DouglasBay Capital plc
("DouglasBay", "the Group" or "the Company")
Unaudited Interim Results for the period to 30 June 2012
DouglasBay Capital plc (AIM: DBAY), a holding company for
investments in quoted and unquoted small to medium sized
businesses, today announces its unaudited interim results for the
period to 30 June 2012 ("the Interim Financial Statements"). The
full text of the Interim Financial Statements is set out below.
Electronic copies of the Interim Financial Statements are available
on the Company's website at www.douglasbaycap.com and will be
posted to shareholders this week.*
Highlights
-- Net asset value of GBP20.8m at 30(th) June 2012 (31(st)
December 2011: GBP21.9m) following the impairment by GBP1.0m of a
property held for sale
-- Increased cash reserves of GBP16.4m (31(st) December 2011: GBP15.8m)
In February we announced that we had not substantially
redeployed our available capital within 12 months of the sale of
our main investment, logistics company TDG, and as such our shares
were suspended from the AIM exchange on 29 March 2012 in line with
the AIM rules for Investing Companies. In the six month period from
the date of suspension, we have not redeployed our capital and have
further increased our cash reserves as highlighted above.
Accordingly our shares will be cancelled from the AIM exchange on
29 September 2012, at which point we will become a private company,
with the Ordinary Shares no longer listed on the AIM exchange or
covered by the AIM rules for companies and as such there will be no
public market for the shares.
In line with what we announced in February and in our Annual
Report for the 2011 financial year, in the event that we did not
redeploy our capital we would engage in a dialogue with our
shareholders on how to return capital in the most efficient way.
Consequently we are currently consulting with major shareholders
regarding a further capital repayment programme, the details of
which will be circulated following the publication of our interim
report and after the delisting has taken place.
*Neither the content of DouglasBay capital's website nor the
contents of any website accessible from hyperlinks on that website
(or any other website) is incorporated into, or forms part of, this
Announcement.
For further information please visit www.douglasbaycap.com or
contact:
DouglasBay Capital plc Peel Hunt LLP (Nominated Adviser
& Broker)
Alex Paiusco, Chief Executive Guy Wiehahn
Officer
Mike Haxby, Chief Financial
Officer
Tel: 01624 690900 Tel: 020 7418 8893
Chairman's Statement - Interim Statements period ended 30(th)
June 2012
These interim financial statements for the period ended 30 June
2012 will be our final set as a listed company on the AIM exchange.
Earlier this year we announced that we had not substantially
redeployed our available capital within 12 months of the
realisation of our first major investment, logistics company TDG,
which resulted in the suspension of our shares from the AIM
exchange at 29 March 2012.
Since then, during the past half year, we have not redeployed
our capital and have instead increased our cash reserves from the
2011 year end position through further realisation of assets and
the settlement of outstanding tax positions from the sale of TDG.
As a consequence of not having substantially redeployed our
available capital, with effect from 29 September 2012 our shares
will be cancelled from the AIM exchange. We indicated in our 2011
annual report, that should this be the case, we would engage with
our shareholders on how to return capital in the most efficient
way. We are therefore currently in discussions with our major
shareholders regarding a further capital repayment programme,
details of which will be circulated in the immediate future
following the delisting from the AIM exchange.
It remains only for me to offer my thanks to our shareholders
for their continued support throughout the period from our
inception in 2008 to the present time.
David Panter
Non-executive Chairman
20 September 2012
Chief Executive Officers' and Chief Financial Officers' Review -
Interim Statements period ended 30th June 2012
Overview
Since the completion of the disposal of TDG in March 2011 we
have not substantially redeployed our available capital resources
and as such our shares will be cancelled from the AIM exchange at
29 September 2012 in line with the AIM rules for Investing
Companies. At this point we will become a private company, with the
Ordinary Shares no longer listed on the AIM exchange or covered by
the AIM rules for companies, and as such there will be no public
market for the shares.
This report provides further commentary on the period from 1
January 2012 to 30 June 2012.
Financial Review
The DouglasBay Capital plc accounts as presented are prepared in
accordance with the requirements of the IAS 34 "Interim Financial
Reporting" standard as adopted by the EU.
As at 30 June 2012, the Group's Net Asset Value stood at
GBP20.8m (2011 Dec GBP21.9m; 2011 Jun GBP24.6m), and comprised cash
resources of GBP16.4m, freehold property of GBP0.8m, and minority
investments of GBP3.6m. Our minority holdings are almost entirely
in listed equities.
Cash resources of GBP16.4m represent an increase of GBP0.6m from
the 2011 year end position and reflect inflows from the sale of
minority investments of GBP0.8m, the favourable settlement of tax
positions related to the sale of the TDG investment totalling
GBP0.3m, plus dividend income from our investments and interest
received on our net cash position. These cash gains have
effectively mitigated the group's overhead cost base. This is shown
within the consolidated income statement under continuing
operations.
During the period the Group has continued to market for sale its
one remaining freehold property. We have chosen to prudently impair
the carrying value of the property to GBP0.8m (an impairment of
GBP1.0m) to reflect the challenging UK property market. This non
cash adjustment is shown within discontinued operations in the
consolidated income statement.
Return of capital to shareholders
We stated in our 2011 Annual Report that if the available cash
resources were not redeployed within 12 months of the TDG disposal,
we would engage in a dialogue with shareholders on how to return
capital in the most efficient way. Consequently, DouglasBay are
currently consulting with major shareholders regarding a further
capital repayment programme, details of which will be circulated
following the publication of this interim report and after the
delisting from the AIM exchange has taken place
Alex Paiusco
Chief Executive Officer
20 September 2012
Mike Haxby
Chief Financial Officer
20 September 2012
Condensed Consolidated Income Statement
For the period ended 30 June 2012
Continuing Discontinued Continuing Discontinued
operations operations(a) Total operations operations Total
(a)
2012 2012 2012 2011 2011 2011
Notes GBPm GBPm GBPm GBPm GBPm GBPm
Revenue - - - - 170.8 (a) 170.8
Operating expenses (0.5) (0.1) (0.6) (1.5) (167.0) (168.5)
--------------- --------------- -------- -------------- --------------- -----------
Underlying operating
(loss)/profit 4 (0.5) (0.1) (0.6) (1.5) 3.8 2.3
Amortisation of
acquisition intangibles 5 - - - - (0.7) (0.7)
Rationalisation
costs 5 - - - - (0.3) (0.3)
Impairment of fixed
assets 5 - (1.0) (1.0) - - -
Loss on sale of
properties 5 - - - - (0.4) (0.4)
Profit on sale of
subsidiaries 5 0.3 (b) - 0.3 95.0 - 95.0
Dilapidations &
onerous leases 5 - - - - (2.8) (2.8)
Operating (loss)/profit (0.2) (1.1) (1.3) 93.5 (0.4) 93.1
Finance costs 7 - - - (0.1) (1.3) (1.4)
Finance income 7 0.2 - 0.2 - - -
(Loss)/profit before
tax - (1.1) (1.1) 93.4 (1.7) 91.7
Income tax income - - - - - -
(Loss)/profit for
the period - (1.1) (1.1) 93.4 (1.7) 91.7
--------------- --------------- -------- -------------- --------------- -----------
Attributable to:
(Loss)/profit attributable
to equity holders
of the parent - (1.1) (1.1) 93.4 (1.7) 91.7
Profit attributable - - - - - -
to non-controlling
interests
- (1.1) (1.1) 93.4 (1.7) 91.7
--------------- --------------- -------- -------------- --------------- -----------
Earnings per share
(pence)
Basic & fully diluted
(loss)/earnings
per share 8 - (0.66p) (0.66p) 9.48p (0.18p) 9.30p
--------------- --------------- -------- -------------- --------------- -----------
Underlying (loss)/earnings
per share 8 (0.18p) ( 0.06p) (0.24p) (0.16)p 0.17p 0.01p
--------------- --------------- -------- -------------- --------------- -----------
(a) TDG was sold on March 28(th) 2011. Only 3 months trading up
to the date of the sale are therefore included in the 2011
consolidated income statement
(b) Additional proceeds relating to the favourable settlement of
tax positions following the disposal of TDG sold in 2011.
Condensed Consolidated Statement of Comprehensive income
For the period ended 30 June 2012
2012 2011
GBPm GBPm
(Loss)/profit for the period (1.1) 91.7
Other comprehensive income
Currency translation adjustments - 1.1
Other movements - disposal of businesses - (1.7)
Other comprehensive loss for the period, net
of income tax - (0.6)
----------- -------
Total comprehensive (loss)/income for the period (1.1) 91.1
----------- -------
Attributable to:
Equity holders of the parent (1.1) 91.1
Non-controlling interest - -
----------- -------
(1.1) 91.1
----------- -------
Condensed Consolidated Statement of Changes in Equity
For the period ended 30 June 2012
Attributable to equity holders
of the parent
Issued Hedging Non-
and
share Share translation Retained controlling Total
capital premium reserve earnings Total interest Equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1
January
2012 8.4 - - 13.5 21.9 - 21.9
----------- ----------- --------------- --------- ---------- ----------------- --------
Loss for the
period - - - (1.1) (1.1) - (1.1)
Balance at 30
June
2012 8.4 - - 12.4 20.8 - 20.8
----------- ----------- --------------- --------- ---------- ----------------- --------
Attributable to equity holders
of the parent
Issued Hedging Non-
and
share Share Translation Retained controlling Total
capital premium Reserve earnings Total interest Equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1
January
2011 64.5 63.5 0.2 (6.1) 122.1 0.7 122.8
----------- ----------- --------------- --------- ---------- ---------------- ------------
Currency
translation
differences - - 1.5 (0.4) 1.1 - 1.1
Disposal of
subsidiaries - - (1.7) - (1.7) (0.4) (2.1)
Other
comprehensive
loss for the
period - - (0.2) (0.4) (0.6) (0.4) (1.0)
----------- ----------- --------------- --------- ---------- ---------------- ------------
Profit for the
period - - - 91.7 91.7 - 91.7
Issue of
shares 4.3 4.3 - - 8.6 - 8.6
Purchase of
own
shares (60.4) (67.8) - (69.3) (197.5) - (197.5)
Balance at 30
June
2011 8.4 - - 15.9 24.3 0.3 24.6
----------- ----------- --------------- --------- ---------- ---------------- ------------
Condensed Consolidated Statement of Financial Position
For the period ended 30 June 2012
As at As at
30 June 31 December
2012 2011
Notes GBPm GBPm
Assets
Non current assets
Investments 10 3.6 4.3
3.6 4.3
Current assets
Held-for-sale assets 11 0.8 1.8
Trade and other receivables 0.3 0.3
Cash and cash equivalents 12 16.4 15.8
17.5 17.9
--------- -----------
Total assets 21.1 22.2
--------- -----------
Current liabilities
Trade and other payables 0.3 0.3
Total liabilities (0.3) (0.3)
Net assets 20.8 21.9
--------- -----------
Equity
Issued capital and reserves
Issued share capital 13 8.4 8.4
Retained earnings 12.4 13.5
--------- -----------
Equity attributable to owners of
the Company 20.8 21.9
Non-controlling interests - -
Total equity 20.8 21.9
--------- -----------
Condensed Consolidated Statement of Cash Flows
For the period ended 30 June 2012
6 months 6 months
to 30 to 30 June
June 2012 2011
Notes GBPm GBPm
Cash flows from operating activities (0.7) 11.8
Cash flows used in other operating
activities
Interest received/(paid) 0.2 (1.5)
Cash flows generated from/ (used
in) other operating activities 0.2 (1.5)
----------- ------------
Cash flows from investing activities
Payments to acquire property, plant
and equipment - (1.6)
Receipts from sale of subsidiaries
(net of costs) 0.3 206.3
Receipts from sale of investments 0.8 -
(net of costs)
Receipts from sale of property, plant
and equipment - 19.8
Payments to acquire investments - (1.1)
Cash flows from investing activities 1.1 223.4
----------- ------------
Cash flows from financing activities
Payments to acquire Ordinary shares - (197.5)
Repayment of secured borrowings - (41.3)
Dividends paid to non-controlling
interests - (0.3)
Cash flows used in financing activities - (239.1)
----------- ------------
Net increase/(decrease) in cash and
cash equivalents 0.6 (5.4)
Cash and cash equivalents as at 1
January 15.8 20.2
Effect of exchange rate changes - 0.3
Cash and cash equivalents as at 30
June 12 16.4 15.1
----------- ------------
Condensed Consolidated Statement of Cash Flows (continued)
For the period ended 30 June 2012
Reconciliation of net profit from operations to net cash from
operating activities
6 months 6 months
to 30 to 30
June June
2012 2011
Notes GBPm GBPm
Cash flows from operating activities
Net (loss)/profit (1.1) 91.7
Adjustments to reconcile to profit
from operations
Net interest (income)/expense 7 (0.2) 1.4
Adjustments to reconcile profit from
operations (0.2) 1.4
--------- --------------
Non-cash adjustments
Depreciation of property, plant and
equipment - 2.3
Amortisation of acquisition & other
intangible assets - 1.3
Impairment of property 5 1.0 -
Dilapidations & onerous leases 5 - 2.8
Profit on the sale of subsidiaries 5 (0.3) (95.0)
Profit on sale of investments (0.2) -
Loss arising on the revaluation of
investments 0.1 0.4
Unrealised losses on foreign currency
exchange - (0.1)
Loss on sale of properties, plant
and equipment 5 - 0.3
Non-cash adjustments 0.6 (88.0)
--------- --------------
Decrease in working capital
Increase in trade and other receivables - (12.1)
Increase in trade and other payables - 20.1
Decrease in working capital - 8.0
--------- --------------
Pension deficit funding additional
employer contributions - (1.3)
Cash flows (used in)/from operating
activities (0.7) 11.8
--------- --------------
Notes on the condensed consolidated financial statements
1. Basis of preparation
These unaudited interim consolidated financial statements do
not constitute statutory accounts and have been prepared on
a basis consistent with the accounting policies and presentation
that were applied in the preparation of the Group's consolidated
Annual Report and Accounts for the year ended 31 December 2011,
which were prepared in accordance with International Financial
Reporting Standards.
These interim consolidated financial statements have been prepared
in accordance with AIM Listing Rules and with IAS 34 "Interim
Financial Reporting". They do not include all of the information
required for full annual financial statements and should be
read in conjunction with the consolidated financial statements
for the year ended 31 December 2011.
These financial statements have been prepared on a going concern
basis and the Directors consider that the Group will be able
to meet its liabilities as they fall due for the foreseeable
future. The Directors have prepared base case and sensitised
cash flow projections for the period to September 2013 which
are based on certain assumptions and show the Group is capable
of operating within the existing financing arrangements.
These interim financial statements for the period ended 30
June 2012 will be the Company's final set as a listed company
on the AIM exchange. On 29 March 2012 the Group announced that
it had not substantially redeployed its available capital within
12 months of the realisation of its first major investment,
logistics company TDG, which resulted in the suspension of
its shares from the AIM exchange at the end of March.
As the Company will not have substantially redeployed its available
capital, with effect from 29 September 2012 its shares will
be cancelled from the AIM exchange. As the Company indicated
in its 2011 annual report, should this be the case, it would
engage with its shareholders on how to return capital in the
most efficient way. As such the Company is currently in discussions
with its major shareholders regarding a further capital repayment
programme, details of which will be announced in the near future.
The Directors consider the underlying profit and underlying
earnings per share provide additional meaningful information
on underlying performance to shareholders. The terms "underlying
profit" and "exceptional item" are not defined terms under
IFRS and may not be comparable with similarly titled profit
measures reported by other companies. Underlying operating
profit is not intended to be a substitute for, or superior
to, GAAP measurements of profit. The term "underlying" refers
to the relevant measure being reported excluding exceptional
items, and amortisation of acquisition intangibles. Exceptional
items are items which are both material and non-recurring and
are presented as exceptional items within their relevant consolidated
income statement category. The separate reporting of exceptional
items helps provide a better indication of the Group's underlying
business performance. Events which may give rise to the classification
of items as exceptional include the restructuring of the businesses,
the integration of new businesses, gains or losses on the disposal
of businesses and asset impairments and corporate costs.
2. Key accounting policies
Currency Translation
a) Functional and presentational
currency
Items included in the financial statements of each of the Group's entities
are measured using the functional currency, which is the local currency
in which the entity operates. The consolidated financial statements are
presented in Sterling, which is the Company's functional and presentation
currency.
b) Transactions and balances
Transactions in foreign currencies are translated into functional currency
at the rates of exchange prevailing on the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of these transactions
and from the translation of monetary assets and liabilities denominated
in foreign currencies to functional currency at rates prevailing at the
end of the reporting period are recognised in profit or loss.
At each end of reporting period, non-monetary assets and liabilities that
are measured in terms of historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction. Non-monetary assets
and liabilities that are carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing when the fair value was
determined.
c) Group companies
On consolidation, the assets and liabilities of the Group's overseas operations
are translated at exchange rates prevailing at the end of the reporting
period. Income and expense items are translated at the average exchange
rates for the period. Foreign exchange differences arising on retranslation
are recognised in other comprehensive income and transferred to the Group's
translation reserve. Such translation differences are recognised in the
profit or loss in the period in which the operation is disposed of.
Exchange differences arising from the translation of the net investment
in foreign operations, and of related hedges recognised in other comprehensive
income are taken to the translation reserve. Such translation differences
are recognised in profit or loss in the period in which the operation is
disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and are
translated at the closing rate.
Underlying operating profit
Underlying operating profit is separately disclosed on the face of the income
statement. This is profit before net finance costs and tax excluding items
which the Directors consider to be material or non-recurring in nature.
These items were amortisation of acquisition intangibles, rationalisation
costs, and impairment of current and non-current assets where the impairment
is considered exceptional due to its size, profit on sale of subsidiaries,
profit/loss on sale of properties, site exit costs, and dilapidation and
onerous lease provisions considered to be exceptional due to the size of
the expected costs or releases. These items are collectively referred to
as "exceptional items".
The Directors believe that underlying operating profit provides an important
measure of the underlying earnings performance of the Group.
Underlying earnings per share
Underlying earnings per share is calculated as underlying profit, less net
finance charges, share of loss of associates, profit attributable to minority
interests and corporation tax adjusted for corporation tax on exceptional
items, divided by the weighted average number of Ordinary Shares in issue
during the period. The Directors believe that "underlying earnings per share"
provides an important measure of the underlying earnings performance of
the Group.
Investments
All investments are classified as 'fair value through profit or loss'. Investments
are initially recognised at cost being the fair value of consideration given.
After initial recognition investments are measured at fair value, with unrealised
gains and losses on investments recognised in profit or loss and allocated
to capital. Realised gains and losses on investments sold are calculated
as the difference between sale proceeds and cost.
The entity manages and evaluates the performance of these investments on
a fair value basis in accordance with its investment strategy.
Unquoted investments are valued by the Directors, at fair value based on
latest dealing prices, stockbroker valuations or other information, as appropriate.
This valuation incorporates all factors that market participants would consider
in setting a price.
Quoted investments are valued at closing bid market prices or last traded
price where bid prices are not regularly and readily available.
Contracts for difference are synthetic equities and the unrealised gain
or loss is disclosed with reference to the investments' underlying bid prices.
IFRS 7 requires the Company to analyse financial instruments carried at
fair value, by valuation method. The different levels have been defined
as follows:
-- Level 1: quoted prices (unadjusted) in active markets
for identical assets or liabilities.
-- Level 2: inputs other than quoted prices included within
Level
1 that are observable for the asset or liability, either
directly
(i.e. as prices) or indirectly (i.e. derived from prices).
-- Level 3: inputs for the asset or liability that are not
based
on observable market data (unobservable inputs)
Discontinued operations and held for sale assets
& liabilities
A discontinued operation is a component of the Group's business that represents
a separate major line of business or geographical area of operations that
has been disposed of or is held for sale, or is a subsidiary acquired exclusively
with a view to resale. Classification as a discontinued operation occurs
upon disposal or when the operation meets the criteria to be classified
as available for sale, if earlier. Results of the discontinued operation
are presented separately on the statement of comprehensive income where
they are considered by the Directors to be material to the results of the
Group. When an operation is classified as a discontinued operation and considered
to be material to the results of the Group, the comparative income statement
is re-presented as if the operation had been discontinued from the start
of the comparative period.
Non-current assets, or disposal groups comprising assets and liabilities,
that are expected to be recovered primarily through sale rather than through
continuing use, are classified as available for sale. Immediately before
classification as held for sale, the assets, or components of a disposal
group, are re-measured in accordance with the Group's accounting policies.
Thereafter generally the assets, or disposal group, are measured at the
lower of their carrying amount and recoverable amount. Any impairment loss
on a disposal group first is allocated to goodwill, and then to remaining
assets and liabilities on a pro rata basis, except that no loss is allocated
to inventories, financial assets, deferred tax assets, employee benefit
assets and investment property, which continue to be measured in accordance
with the Group's accounting policies. Impairment losses on initial classification
as available for sale and subsequent gains or losses on remeasurement are
recognised in profit or loss. Gains are not recognised in excess of any
cumulative impairment loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, short term
deposits and cash in restricted accounts.
Bank overdrafts that are repayable on demand and form an integral part of
the Group's cash management are included as a component of cash and cash
equivalents for the purposes of the consolidated statement of cash flows.
Provisions, guarantees, warranties
and indemnities
A provision is recognised if, as a result of a past event, the Group has
a present legal or constructive obligation that can be estimated reliably,
and it is probable that an outflow of economic benefits will be required
to settle the obligation.
The Group maintained insurance policies with significant excesses. Full
provision is made for estimated costs of these claims arising from past
events which are not covered by the insurance policies, based on advice
from the Group's external insurance advisors. The provision for claims is
discounted where the impact is material.
Following the Group's disposal of its major investment TDG, a number of
warranties and indemnities were included in the sale agreement and these
will remain in place until their expiry in March 2018. At present no claims
have been made or are expected to be made in respect of any of these warranties
or indemnities, and therefore no amounts relating to these warranties and
indemnities are recognised in these financial statements.
3. Segmental analysis
The segmental analysis is presented in line with the information
provided to the Chief Operating Decision Maker ("CODM") in the
management accounts.
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur expenses,
including revenues and expenses that relate to transactions with
any of the Group's other components. All operating segments' operating
results are reviewed regularly by the Group's CODM to make decisions
about resources to be allocated to the segment and assess its performance,
and for which discrete financial information is available.
The Group's primary reporting format is business segments and its
secondary is geographical segments. The operating businesses are
organised and managed separately according to the markets they
serve.
The Group's business segments are organised and managed separately
according to the nature of the business and its reporting structure
within the Group.
-- TDG - before its disposal provided specialised B2B
logistics and freight forwarding services within
the UK and Europe;
-- TLIT - the investments held by TLIT, including
minority stakes in quoted and unquoted companies;
-- DouglasBay Property Group - manages the
investments of a portfolio of UK properties;
-- Central management - any central costs held within
the parent company, Laxey Logistics Limited, DouglasBay
UK Limited and DouglasBay Media Holdings Limited.
Significant reliance is not placed on major customers as the Group
does not receive revenue from any single customer which amounts
to 10% or more of Group revenues.
Primary segments - business activities
Period ended 30 June 2012
Continuing operations Discontinued operations
Eliminat- Eliminat-
Central ions Central ions
& &
Property manage- adjust- Property manage- adjust-
TLIT Group ment ments Total TDG Group ment ments* Total TOTAL
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue
Gross sales - - - - - - - - - - -
------ --------- -------- ---------- ------ ----- --------- -------- ---------- ------ ------
Results
Underlying
operating
Loss (0.1) - (0.4) - (0.5) - (0.1) - - (0.1) (0.6)
Net
exceptional
income/
(expense) - - 0.3 - 0.3 - (1.0) - - (1.0) (0.7)
------ --------- -------- ---------- ------ ----- --------- -------- ---------- ------ ------
Operating loss (0.1) - (0.1) - (0.2) - (1.1) - - (1.1) (1.3)
Net finance
income - - 0.2 - 0.2 - - - - - 0.2
------ --------- -------- ---------- ------ ----- --------- -------- ---------- ------ ------
(0.1) - 0.1 - - - (1.1) - - (1.1) (1.1)
Income tax - - - - - - - - - - -
expense
(Loss)/profit
for year (0.1) - 0.1 - - - (1.1) - - (1.1) (1.1)
------ --------- -------- ---------- ------ ----- --------- -------- ---------- ------ ------
Assets &
liabilities
Segment assets 5.5 - 13.9 - 19.4 - 1.7 - - 1.7 21.1
------ --------- -------- ---------- ------ ----- --------- -------- ---------- ------ ------
Segment
liabilities - - 0.2 - 0.2 - 0.1 - - 0.1 0.3
------ --------- -------- ---------- ------ ----- --------- -------- ---------- ------ ------
Other Segment
information
Depreciation
and
amortisation - - - - - - - - - - -
------ --------- -------- ---------- ------ ----- --------- -------- ---------- ------ ------
3. Segmental analysis (continued)
Primary segments - business activities
Period ended 30 June 2011
Continuing operations Discontinued operations
Eliminat- Eliminat-
Central ions Central ions
& &
Property manage- adjust- Property manage- adjust-
TLIT Group ment ments* Total TDG** Group ment ments* Total TOTAL
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue
Gross sales - 0.2 1.1 (1.3) - 170.6 0.3 - (0.1) 170.8 170.8
-------- --------- -------- ---------- -------- ------ --------- -------- ---------- -------- --------
Results
Underlying
operating
(loss)/profit (0.4) 0.1 (0.3) (0.9) (1.5) 3.0 0.1 - 0.7 3.8 2.3
Net
exceptional
income/
(expense) - - 95.0 - 95.0 (3.1) 1.3 - (2.4) (4.2) 90.8
-------- --------- -------- ---------- -------- ------ --------- -------- ---------- -------- --------
Operating
(loss)/profit (0.4) 0.1 94.7 (0.9) 93.5 (0.1) 1.4 - (1.7) (0.4) 93.1
Net finance
income/(cost) - - 5.8 (5.9) (0.1) 0.2 (0.2) (7.1) 5.8 (1.3) (1.4)
-------- --------- -------- ---------- -------- ------ --------- -------- ---------- -------- --------
(0.4) 0.1 100.5 (6.8) 93.4 0.1 1.2 (7.1) 4.1 (1.7) 91.7
Income tax - - - - - - - - - - -
expense
(Loss)/profit
for period (0.4) 0.1 100.5 (6.8) 93.4 0.1 1.2 (7.1) 4.1 (1.7) 91.7
-------- --------- -------- ---------- -------- ------ --------- -------- ---------- -------- --------
Assets &
liabilities
Segment assets 0.9 2.4 17.1 - 20.4 - 4.8 - - 4.8 25.2
-------- --------- -------- ---------- -------- ------ --------- -------- ---------- -------- --------
Segment
liabilities - - 0.6 - 0.6 - - - - - 0.6
-------- --------- -------- ---------- -------- ------ --------- -------- ---------- -------- --------
Other Segment
information
Depreciation
and
amortisation - - - - - 2.8 - - 0.8 3.6 3.6
-------- --------- -------- ---------- -------- ------ --------- -------- ---------- -------- --------
* Eliminations include all the adjustments arising on
consolidation of the four individual segments TDG, TLIT, Property
Group and Central management for statutory reporting.
** TDG was sold on March 28(th) 2011 to Norbert
Dentressangle
Secondary segments - geographical analysis
Prior to the sale of TDG Limited, the group's operations were
located in United Kingdom, Spain, Netherlands, Ireland, Belgium and
Other Europe (Germany, Hungary and Poland). Currently operations
are located in the United Kingdom and the Isle of Man. The
following table provides an analysis of the Group's sales by
geographic market, irrespective of the origin of the
goods/services.
6 months 6 months
to 30 to 30
June June
2012 2011
Revenue from external customers GBPm GBPm
United Kingdom - 127.4
Spain - 15.7
Netherlands - 6.1
Ireland - 11.3
Belgium - 7.9
Other Europe - 2.4
---------- ----------
Discontinued operations - 170.8
---------- ----------
United Kingdom - -
---------- ----------
Continuing operations - -
---------- ----------
Total revenue for the period - 170.8
---------- ----------
4. Underlying operating profit
Underlying operating profit is stated after charging the
following:
6 months 6 months
to 30 to 30
June June
2012 2011
Notes GBPm GBPm
Employee benefits expense 6 0.4 50.1
---------- ---------
Depreciation of property,
plant and equipment - 2.3
Amortisation of intangible
assets (software) - 0.6
---------- ---------
5. Exceptional operating (costs)/profits
6 months 6 months
to 30 to 30
June 2012 June
2011
GBPm GBPm
Amortisation of acquisition intangibles - (0.7)
Rationalisation costs - (0.3)
Impairment of properties (1.0) -
Loss on sale of properties - (0.4)
Profit of sale of subsidiaries 0.3 95.0
Dilapidations & onerous leases - (2.8)
(0.7) 90.8
------------ ---------
The profit on disposal of subsidiaries of GBP0.3m (2011:
GBP95.0m) in the year, results from additional proceeds arising
from the favourable settlement of tax positions relating to the
sale of the Laxey Logistics Group on 28 March 2011.
6. Employee expenses
6 months 6 months
to 30 to 30
June 2012 June
2011
GBPm GBPm
Wages and salaries 0.3 43.9
Post employment expense for defined contribution
plans - 1.4
Employee termination benefits - 0.1
Social security costs 0.1 4.7
0.4 50.1
----------- ---------
7. Finance (income)/costs
6 months 6 months
to 30 to 30
June 2012 June
2011
GBPm GBPm
Interest receivable on short term deposits (0.1) -
Overseas dividends received (0.1) -
Interest payable on finance lease rental
payments - 0.1
Interest expense: secured loans - 0.9
Other finance costs - 0.4
----------- ---------
(0.2) 1.4
----------- ---------
8. Earnings per share
The calculation of basic earnings per share as at 30 June 2012
is based on the loss attributable to ordinary shareholders of
GBP(1.1m) (2011: GBP91.7m profit) and a weighted average number of
ordinary shares outstanding of 167,008,505 (2011: 985,681,101)
reflecting the period over which earnings per share has been
calculated 1 January 2012 until 30 June 2012 (2011: 1 January 2011
until 30 June 2011). An alternative underlying earnings per share
number is also set out below, being before any exceptional
(profits)/costs plus related tax, since the Directors consider that
this is more representative of the underlying performance of the
Group. There were 835,000 share options outstanding as at 30 June
2012 and they had no dilutive impact on the earnings per share as
at 30 June 2012. Share options outstanding as at 30 June 2011 had
no dilutive impact on earnings per share at that time.
6 months 6 months
to 30 June to 30
2012 June 2011
No. of No. of
shares shares
Weighted average number of shares for
the purposes of basic and
underlying earnings per share 167,008,505 985,681,101
------------ ------------
2012 2011
GBPm pence GBPm Pence
(Loss)/profit attributable
to equity holders of the
parent (Basic earnings
per share) (1.1) (0.66p) 91.7 9.30p
Related Related
Expense/ Tax Expense/ Tax
(income) @ 24% (income) @ 27%
GBPm GBPm GBPm GBPm
Add back
exceptional
items net
of related tax
Amortisation of - - 0.7 -
acquisition
intangibles
Rationalisation
costs - - 0.3 (0.1)
Impairment of 1.0 - - -
properties
Loss on sale of - - 0.4 -
properties
Profit on sale of
subsidiaries (0.3) - (95.0) -
Dilapidations &
onerous
leases - - 2.8 (0.7)
0.7 - 0.7 0.42p (90.8) (0.8) (91.6) (9.29p)
------ ------------- ------ -------- -------- ------------- ------------ ----------
Underlying
(loss)/earnings
(underlying
earnings pence per
share) (0.4) (0.24p) 0.1 0.01p
------ -------- ------------ ----------
9. Property, plant and equipment
As at As at
30 June 31 Dec
2012 GBPm 2011
GBPm
Land and buildings - 1.8
Transferred to assets available for
sale - (1.8)
- -
-------------------------------------------------- -------
10. Investments
2012 2011
GBPm GBPm
At 1 January cost net of unrealised
gains/(losses) 4.3 2.4
Additions - 5.2
Disposals (0.6) (0.8)
Revaluation of investments (0.1) (2.5)
At 30 June and 31 December 3.6 4.3
------ ------
Investments consist of the quoted and unquoted investments in
DouglasBay Capital plc, TLIT and DouglasBay Media Holdings. There
were no additions in the period (2011: GBP5.2m). Disposals in
the period, GBP0.6m (2011: GBP0.8m) relate to the sale of a quoted
investment held by DouglasBay Capital plc which resulted in a
GBP0.2m profit (2011: GBPNil) for the Group in the period. The
impairment of GBP0.1m (2011: GBP(2.5m)) relates to the impairment
to the carrying value of the quoted investments held, as a result
of revaluing the investments based on the closing bid market values
or last traded price where bid prices are not regularly and readily
available.
Fair value hierarchy
IFRS 7 requires the Company to analyse financial instruments carried
at fair value, by valuation method. The different levels have
been defined as follows:
-- Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities.
-- Level 2: inputs other than quoted prices included within
Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
-- Level 3: inputs for the asset or liability that are
not based on observable market data (unobservable inputs)
Level Level Level
1 2 3 Total
GBPm GBPm GBPm GBPm
At 30 June
2012
Investments 3.5 - 0.1 3.6
Level Level Level
1 2 3 Total
GBPm GBPm GBPm GBPm
At 31 December
2011
Investments 4.2 - 0.1 4.3
The following table shows a reconciliation from the beginning
balances to the ending balances for fair values measurements in
Level 3 of the fair value hierarchy:
2012 2011
GBPm GBPm
Balance at 1
January 0.1 0.7
Disposal of
investments - (0.6)
Balance at 30
June 0.1 0.1
Although the Company believes that its estimates of fair value
are appropriate, the use of different methodologies or assumptions
could lead to different measurements of fair value. It is not
possible, due to the valuation of Level 3 investments being based
on Directors knowledge of the company, to provide an effect on
profit or loss for a change in valuation methodologies or assumptions.
11. Held-for-sale assets
The assets held for sale relate to the property in LIT Carnforth
Limited with a carrying value of GBP0.8m (2011: GBP1.8m).
As at
As at 30 31 Dec
June 2012 2011
GBPm GBPm
Assets classified as held-for-sale
Property, plant and
equipment 0.8 1.8
Total held for
sale assets 0.8 1.8
12. Cash and cash equivalents
As at As at
30 June 31 Dec
2012 2011
GBPm GBPm
Cash at bank and in hand 0.1 0.1
Short-term deposits 16.1 15.7
Cash in restricted accounts 0.2 -
16.4 15.8
--------- --------
Cash in restricted accounts GBP0.2m (2011: GBPNil) represents
margin calls paid in respect of various contracts for difference
entered into by the Group in the period.
13. Share capital
Issued and fully paid
Ordinary share capital No. GBPm
At 1 January 2011 1,289,582,292 8.4
Options exercised 85,392,512 -
Purchase of own shares (1,207,966,299) -
At 30 June 2011, 1
January 2012 and 30
June 2012 167,008,505 8.4
The Company has only one class of ordinary shares which carry
no right to fixed income. Holders are entitled to one vote per
share at meetings of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BXGDCIXDBGDB
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