TIDMMMP
RNS Number : 4300S
Marwyn Management Partners PLC
24 September 2014
Marwyn Management Partners PLC
24 September 2014
Marwyn Management Partners plc ("MMP" or "the Company")
Results for the 6 month period to 30 June 2014
The Board of MMP releases below the results for the period from
1 January to 30 June 2014.
Chairman's Statement
I am pleased to present the unaudited interim results for Marwyn
Management Partners plc (the "Company" or "MMP") for the six months
ended 30 June 2014.
The Company and its subsidiaries (the "Group") has undergone
significant change with the sale of its transport business,
Metropolitan European Transport ("MET"), and the post period end
move to the AIM Market of the London Stock Exchange plc ("AIM"),
debt-for-equity swap and placing.
The Group's revenue of GBP6.2 million for the period was
generated by its sole ongoing operating subsidiary Le Chameau SAS
("Le Chameau"). Following the sale of MET, its results are reported
as discontinued operations. Consolidated operating loss for the
period was GBP3.5 million. At 30 June 2014, the Group's
consolidated net assets were (GBP5.1) million and consolidated net
debt was GBP13.7 million.
Since the half year end the Company has relisted on AIM, raising
an additional GBP5.4 million from existing and new investors.
Additionally, GBP12.0 million of loans from Marwyn Value Investors
LP ("MVI") were converted into MMP shares.
Operating update
Le Chameau
Le Chameau is the focus of our business. Trading for the
business continues in line with our expectations and we continue to
strengthen the operational management team, with a new CFO and
Operations Director joining the business since the beginning of the
year. We remain extremely excited about the opportunities available
for Le Chameau in existing and new markets.
Principal risks and uncertainties
The principal risks and uncertainties that affect the Group are
described on pages 11 and 12 of the Group's Report and Consolidated
Financial Statements for the year ended 31 December 2013. These are
still considered the most relevant risks and uncertainties which
the Group faces and they could have an impact on the Group's
performance in the second half of the financial year.
Outlook
With the move to AIM, fundraising and recapitalisation
completed, the Company is now properly financed to develop the Le
Chameau business going forward.
Robert Ware
Chairman
24 September 2014
MARWYN MANAGEMENT PARTNERS PLC
Consolidated Income Statement (unaudited)
For the 6 month period to 30 June 2014
1 January 2014 to 30 June 2014 1 January 2013 to 30 June 2013 (restated , Year to 31 December 2013
unaudited)
(unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
------------------------------------------------ ---- ------ -------------------------------- --------------------------------------------- --------------------------
Continuing operations
Revenue 6,107 7,961 21,431
Cost of sales (2,355) (3,794) (9,473)
-------------------------------- --------------------------------------------- --------------------------
Gross profit 3,752 4,167 11,958
Administration expenses (7,294) (6,418) (16,333)
Operating loss 3 (3,542) (2,251) (4,375)
Analysed as
Loss from operations before exceptional items (3,542) (2,164) (4,288)
Exceptional items included in administration expenses 4 - (87) (87)
-------------------------------- --------------------------------------------- --------------------------
Operating loss (3,542) (2,251) (4,375)
-------------------------------- --------------------------------------------- --------------------------
Finance revenue - - 5
Finance costs (402) (162) (482)
--------------------------------
Loss before taxation (3,944) (2,413) (4,852)
Taxation - - (39)
-------------------------------- --------------------------------------------- --------------------------
Loss after taxation from continuing activities (3,944) (2,413) (4,891)
Loss from discontinued activities (net of taxation) (2,710) (1,952) (14,754)
Loss for the period (6,654) (4,365) (19,645)
Loss for the period attributable to:
* Equity holders of the Company (6,026) (4,081) (18,901)
* Non-controlling interests (628) (284) (744)
-------------------------------- --------------------------------------------- --------------------------
(6,654) (4,365) (19,645)
-------------------------------- --------------------------------------------- --------------------------
Basic and diluted loss per share on continuing
operations 7 (6.3p) (3.8p) (7.8p)
Basic and diluted loss per share attributable to the
owners of the parent 7 (9.6p) (6.5p) (30.0p)
Total other comprehensive loss
* Exchange differences on translation
of foreign operations 59 (49) 282
* Fair value movements on fuel hedges - (17) (33)
Total other comprehensive loss 59 (66) 249
-------------------------------- --------------------------------------------- --------------------------
Total comprehensive loss for the period
attributable:
* Equity holders of the Company (5,967) (4,147) (18,652)
* Non-controlling interests (628) (284) (744)
-------------------------------- --------------------------------------------- --------------------------
(6,595) (4,431) (19,396)
-------------------------------- --------------------------------------------- --------------------------
The notes form an integral part of the financial
information.
MARWYN MANAGEMENT PARTNERS PLC
Consolidated Balance Sheet (unaudited)
As at 30 June 2014
30 June 30 June 31 December
2014 2013 2013
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
---------------------------------- ----- ------------- ------------- ------------
ASSETS
Goodwill 8 1,071 5,076 1,116
Other intangible assets 1,928 3,149 2,429
Property, plant and equipment 3,517 14,664 3,329
Other non current asset 216 217 225
Deferred tax asset 337 1,090 387
------------- ------------- ------------
Total non-current assets 7,069 24,196 7,486
------------- ------------- ------------
Current Assets
Inventories 5,417 6,443 4,670
Trade and other receivables 4,952 8,493 5,594
Discontinuing business held for
sale - assets - - 12,973
Cash and cash equivalents 969 3,137 5,593
------------- ------------- ------------
Total current assets 11,338 18,073 28,830
------------- ------------- ------------
Total assets 18,407 42,269 36,316
============= ============= ============
EQUITY AND LIABILITIES
Equity
Share capital 10 631 631 631
Share premium 20,441 20,441 20,441
Other reserves (999) (1,072) (944)
Accumulated losses (25,656) (4,810) (19,630)
Equity attributable to holders
of the parent (5,583) 15,190 498
------------- ------------- ------------
Non-controlling interests 446 1,848 1,074
------------- ------------- ------------
Total equity (5,137) 17,038 1,572
============= ============= ============
Non-current liabilities
Loans and borrowings 9 12,855 11,309 12,848
Derivative financial liabilities - 68 -
Provisions for other liabilities - 20 -
and charges
Retirement benefit obligations 1,098 1,353 1,171
Deferred tax liabilities 19 20 -
-------------
Total non-current liabilities 13,972 12,770 14,019
------------- ------------- ------------
Current liabilities
Trade and other payables 7,531 8,553 6,216
Loans and borrowings 9 1,788 3,413 1,186
Deferred consideration - 43 -
Provisions for other liabilities
and charges 253 435 350
Retirement benefit obligations - 17 -
Liabilities in respect of assets
held for resale - - 12,973
Total current liabilities 9,572 12,461 20,725
------------- ------------- ------------
Total liabilities 23,544 25,231 34,744
============= ============= ============
Total equity and liabilities 18,407 42,269 36,316
============= ============= ============
The financial statements were approved by the Board of Directors
on 24 September 2014 and were signed on its behalf by:
Mark Kirkland
Chief Financial Officer Company number: 7409681
MARWYN MANAGEMENT PARTNERS PLC
Consolidated Statement of Changes in Equity (unaudited)
For the 6 month period ending 30 June 2014
Total
amounts
attributable
to equity
Share Share Other Accumulated holders of Non-controlling Total
capital premium reserves losses the parent interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Total equity
at 1 January
2014 631 20,441 (944) (19,630) 498 1,074 1,572
Loss for the
period - - - (6,026) (6,026) (628) (6,654)
Other
comprehensive
income:
Currency
translation
differences - - (55) - (55) - (55)
Total
comprehensive
income 631 20,441 (999) (25,656) (5,583) 446 (5,137)
---------- ---------- -------------- -------------- -------------- ----------------- ----------
Total equity
at 30 June
2014 631 20,441 (999) (25,656) (5,583) 446 (5,137)
---------- ---------- -------------- -------------- -------------- ----------------- ----------
For the 6 month period ending 30 June 2013
Total
amounts
attributable
to equity
Share Share Other Accumulated holders of Non-controlling Total
capital premium reserves losses the parent interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Total equity
at 1 January
2013 631 20,441 (1,003) (729) 19,340 668 20,008
Loss for the
period - - - (4,081) (4,081) (284) (4,365)
Other
comprehensive
income:
Currency
translation
differences - - (49) - (49) - (49)
Fuel hedges,
net of tax - - (17) - (17) - (17)
Disposal of
minority
interest - - - - - 1,464 1,464
---------- ---------- -------------- -------------- -------------- ----------------- ----------
Total
comprehensive
income 631 20,441 (1,069) (4,810) 15,193 1,848 17,041
---------- ---------- -------------- -------------- -------------- ----------------- ----------
Share based
payment - - (3) - (3) - (3)
---------- ---------- -------------- -------------- -------------- ----------------- ----------
Total equity
at 30 June
2013 631 20,441 (1,072) (4,810) 15,190 1,848 17,038
---------- ---------- -------------- -------------- -------------- ----------------- ----------
For the year to 31 December 2013
Total amounts
attributable
to equity
holders
Year ended 31 Share Share Other Accumulated of the Non-controlling Total
December capital premium reserves losses parent interests equity
2013 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Loss for the
year - - - (18,901) (18,901) (744) (19,645)
Other
comprehensive
income:
Currency
translation
differences - - 282 - 282 - 282
Cash flow
hedges,
net of tax - - (33) - (33) - (33)
Total
comprehensive
income - - 249 (18,901) (18,652) (744) (19,396)
Total equity at
1 January 2013 631 20,441 (1,003) (729) 19,340 668 20,008
Shares issued
by
subsidiary
undertakings - - (190) - (190) 1,150 960
Total equity at
31 December
2013 631 20,441 (944) (19,630) 498 1,074 1,572
---------- ---------- ----------- -------------- ---------------- ----------------- ----------
The notes form an integral part of the financial
information.
MARWYN MANAGEMENT PARTNERS PLC
Consolidated Condensed Cash Flow Statement (unaudited)
For the 6 month period to 30 June 2014
1 January 1 January Year to
2014 to 2013 to 31 December
30 June 30 June 2013
2014 2013
(audited)
GBP'000 GBP'000 GBP'000
---------------------------------------------- ---- ---------- --- ---------- ---------------
Cash flows from operating activities
Operating loss (including discontinued
operations) (6,142) (4,021) (19,606)
Adjustments for:
Loss on disposal/impairment of discontinuing
operations 1,340 - 10,580
Depreciation and amortisation 160 1,408 2,284
(Increase)/decrease in inventories 747 (1,016) 348
(Increase) in trade and other receivables (145) (620) (411)
(Decrease)/increase in trade and other
payables 428 (1,214) (57)
Interest received - - 4
Interest paid (42) (394) (415)
Share based payment charges - 3 (3)
Tax paid - - (12)
---------- ---------- ---------------
Cash (outflow)/inflow from operations (3,654) (5,854) (7,288)
========== ========== ===============
Cash flow from investing activities
Acquisition of subsidiaries, net of
cash acquired - (688) (583)
Disposal of property, plant and equipment - - (425)
Purchase of property, plant and equipment (368) (1,229) (4,085)
---------- ---------- ---------------
Net cash out flow from investing activities (368) (1,917) (5,093)
========== ========== ===============
Cash flow from financing activities
Repayment of borrowings (602) (297) (809)
Proceeds from bank loans - 698 2,625
Proceeds from issue of loan notes - 6,588 12,785
Share and loan note issue costs - (87) (87)
Proceeds from issue of ordinary shares
to non-controlling interests - 1,150 1,150
Net cash inflow/(outflow) from financing
activities (602) 8,052 15,664
========== ========== ===============
Effect of exchange rate on cash and
cash equivalents - 96 111
Classified as assets held for resale - - (561)
Net (decrease)/increase in cash and
cash equivalents (4,624) 377 2,833
Cash and cash equivalents at the start
of the period 5,593 2,760 2,760
---------- ---------- ---------------
Cash and cash equivalents at the end
of the period 969 3,137 5,593
========== ========== ===============
The amount of undrawn borrowing facilities at 30
June 2014 was GBP0.8 million.
The notes form an integral part of the financial
information.
1. Reporting entity
MMP is a company incorporated and domiciled in the UK. The
address of the registered office is 11 Buckingham Street, London,
WC2N 6DF. The Company is a corporate vehicle launched to pursue
acquisition led growth strategies. The Company identifies and works
alongside management teams with proven sector expertise to deliver
capital value through the execution of its "buy and build"
strategies. As at 30 June 2014, the Company had a standard listing
on the Main Market of the London Stock Exchange plc (the "Main
Market"). On 14 July 2014 the Company delisted from the Main Market
and became quoted on AIM.
2. Accounting policies
(a) Basis of preparation
The condensed consolidated unaudited interim financial
information of the Group has been prepared in accordance with the
Disclosure and Transparency Rules of the Financial Services
Authority and with IAS 34 'Interim Financial Reporting', as adopted
by the European Union. The condensed consolidated interim financial
information should be read in conjunction with the Report and
Consolidated Financial Statements for the year to 31 December 2013,
which were prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union. The
accounting policies used are consistent with those applied in the
year to 31 December 2013. The financial information has been
prepared on a going concern basis.
(b) Going-concern basis
After a review of the Group's budget for 2014 and 2015, its
liquid resources and its medium term plans, and following the
recapitalisation of the Company in July 2014, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future and,
accordingly, consider that it is appropriate to adopt the going
concern basis in preparing these financial statements.
(c) Basis of consolidation
(i) Subsidiaries
The consolidated condensed financial statements comprise the
financial information of the Company and its subsidiaries as at 30
June 2014. Subsidiaries are entities controlled by the Company. The
financial information of subsidiaries is included in the financial
information from the date that control commences until the date
that control ceases. In accordance with IAS 27, adjustments for
significant transactions that occurred between the dates of the
subsidiary's and parents financial statements have been made where
appropriate.
The trading results of companies acquired during the period are
accounted for under the purchase method of accounting. All
intra-group transactions, balances, income and expenses are
eliminated on consolidation. The
accounting policies of subsidiaries are changed when necessary
to align them with the policies adopted by the Group.
Non-controlling interests are the present ownership interests in
subsidiary companies, stated at fair value.
(ii) Goodwill
Goodwill arising on the acquisition of subsidiary undertakings
and businesses, representing the excess of the fair value of the
consideration given over the fair value of the identifiable assets
and liabilities acquired, is capitalised as an intangible asset. At
the reporting date, where management's assessment and accounting of
the business combination is in the process of being finalised, the
carrying amount of the assets, liabilities and goodwill are stated
as provisional. The provisional amounts will be finalised within 12
months from the date of acquisition, with appropriate adjustments
made to the assets, liabilities and goodwill as prior year
adjustments where necessary.
The carrying value of goodwill is tested for impairment at least
annually by reference to the relevant cash generating unit (CGU)
and is carried at cost less accumulated impairment losses. Any
impairment is recognised immediately in the consolidated income
statement and is not subsequently reversed.
3. Segment information
The determination of operating segments is based on the business
units for which information is reported to the Board. Prior to the
sale of MET, the Group had two reportable segments: transport and
luxury goods, but sold the transport division during the period.
The Chief Operating Decision Maker is Mark Watts, an Executive
Director of the Company, who is responsible for determining the
business units for which information is reported to the Board of
MMP. The luxury goods segment consists of the Le Chameau business.
The Central segment records central costs from head office
expenditure and functions.
Information regarding the operations of each reportable segment
is included in the following tables. Performance is measured based
on EBITDA. Segment profit/loss from operations is used to measure
performance as management believes that such information is the
most relevant in evaluating the results of certain segments
relative to other entities that operate within these
industries.
Luxury goods Central Total
------------- ---------- ---------
GBP'000 GBP'000 GBP'000
Revenue from external customers 6,107 - 6,107
Adjusted EBITDA* (2,678) (704) (3,382)
EBITDA* (2,678) (704) (3,382)
Depreciation and amortisation (160) - (160)
Loss from continuing operations (2,838) (704) (3,542)
Net finance (expense) (3) (399) (402)
------------- ---------- ---------
Loss before tax on continuing activities (2,841) (1,103) (3,944)
Total assets 17,710 697 18,407
Total assets include:
* Cash and cash equivalents 689 280 969
Total liabilities (9,927) (13,617) (23,544)
* A reconciliation of Adjusted EBITDA and EBITDA is set out in
note 5.
Geographical segments
The UK is the Group's country of domicile. However, following
the disposal of the gaming division and the classification of the
Transport division as a discontinuing activity, the Group generates
all of its revenue from the Luxury Goods division, principally from
external customers in Europe.
4. Exceptional expenses
1 January 1 January Year to
2012 to 2012 to 31 December
30 June 30 June 2013
2014 2013
GBP'000 GBP'000 GBP'000
Fund raising costs - 87 87
- 87 87
================================ ========== =============
5. EBITDA
Pre-exceptional earnings before interest, tax, depreciation and
administration ("EBITDA") and adjusted EBITDA comprises:
1 January 1 January Year to
2013 to 2012 to 31 December
30 June 30 June 2013
2014 2013
GBP'000 GBP'000 GBP'000
Adjusted EBITDA (3,382) (1,984) (3,916)
Less:
Exceptional expenses - (87) (87)
---------- ---------- -------------
EBITDA (3,382) (2,071) (4,003)
Less depreciation and amortisation (160) (180) (372)
---------- ----------
Loss from continuing operations (3,542) (2,251) (4,375)
---------- ---------- -------------
Loss from discontinued activities (2,710) (1,952) (14,792)
---------- ---------- -------------
(6,252) (4,203) (19,117)
========== ========== =============
6. Results of discontinued operations
On 10 June 2014, the Group sold its entire interest in its
Transport division, MET. The comparative Consolidated Income
Statement for the 6 month period to 30 June 2013 has been restated
to reflect the removal of the discontinued Transport
activities.
1 January 2013 to 30 June 1 January 2012 to 30 June Year to 31 December 2013
2014 2013 GBP'000
GBP'000 GBP'000
Revenues 11,033 13,363 25,800
Expenses (12,402) (15,315) (29,962)
---------------------------- ----------------------------- --------------------------
Loss before tax (1,369) (1,952) (4,162)
Taxation (1) - (12)
---------------------------- ----------------------------- --------------------------
Loss after tax (1,370) (1,952) (4,174)
Loss on sale of discontinued
operations (1,340) - (10,580)
---------------------------- ----------------------------- --------------------------
Loss for the year/period (2,710) (1,952) (14,754)
============================ ============================= ==========================
Loss per Ordinary share -
basic and diluted (2.1p) (3.1p) (24.4p)
7. Loss per Ordinary share
Weighted
average Loss per
Loss number share
GBP'000 of shares
Basic and diluted loss per share
on continuing operations
6 month period to 30 June 2014 (3,944) 63,077,077 (6.3p)
6 month period to 30 June 2013 (2,413) 63,077,077 (3.8p)
Year to 31 December 2013 (4,891) 63,077,077 (7.8p)
Basic and diluted loss per share
attributable to the owners
6 month period to 30 June 2014 (6,026) 63,077,077 (9.6p)
6 month period to 30 June 2013 (4,081) 63,077,077 (6.5p)
Year to 31 December 2013 (18,901) 63,077,077 (30.0p)
The loss per Ordinary share has been calculated using the
weighted average number of Ordinary shares of the Company. As the
Group has incurred losses in all periods there is no further
dilution from any warrants or other financial instruments in
issue.
8. Goodwill
30 June 2014 30 June 31 December
2013 2013
GBP'000 GBP'000 GBP'000
Cost or valuation
At beginning of period 4,866 4,866 4,866
Derecognised on disposal (3,848) - -
Exchange differences 53 210 98
------------- -------- ------------
At end of period 1,071 5,076 4,964
------------- -------- ------------
Accumulated impairment losses
Impairment losses brought forward (3,848) - -
Derecognised on disposal 3,848 - -
Impairment losses for the period - - (3,848)
------------- -------- ------------
At end of period - - (3,848)
------------- -------- ------------
Carrying amount
------------- -------- ------------
At end of period 1,071 5,076 1,116
============= ======== ============
9. Loans, borrowings and derivative financial liabilities
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Bank loans 1,275 2,395 666
Finance leases - 5,443 -
Loan notes 13,368 6,889 13,368
Fuel hedge - 68 -
Other loans - 45 -
14,643 14,840 14,034
============= ============= =================
Loans, borrowings and derivative financial liabilities split as: GBP'000 GBP'000 GBP'000
Current 1,788 3,413 1,186
Non-current 12,855 11,377 12,848
-------------
14,643 14,840 7,786
============= ============= =================
10. Share Capital and Warrants
Ordinary shares
The Company has issued 63,077,077 Ordinary shares of GBP0.01
each.
Warrants
The Company had in issue 10,375,000 warrants which expired in
the period.
Warrant holders had subscription rights to subscribe in cash
during the subscription period for all or any of the ordinary
shares for which they are entitled to subscribe under such warrants
of which they are the holder at the subscription price (GBP1) and
subject to the other restrictions and conditions described in the
Warrant Instrument. The subscription periods for the warrants
expired in January 2014 and their listing was cancelled in July
2014.
11. Related parties
Whilst the Board is responsible for the Company's objectives and
business strategy and its overall supervision (including the
approval of any acquisitions), the Company has outsourced most of
its operating functions, including the identification and
assessment of acquisition opportunities, and the design and
execution of the restructuring process and setting the strategy for
any acquired company or business, to Marwyn Operating Partners LLP
(the "Operator"), a UK limited liability partnership. The members
of the Operator are James Corsellis and Mark Watts, (the
'Founders') and the Company (in respect of a minority participating
interest held for regulatory reasons). The Operator is managed by
the Founders. As part of the refinancing completed in July 2014 the
operator agreement was terminated. No fee was paid in respect of
the operator agreement in the period (2013: GBP159,548).
During the period, Marwyn Capital LLP charged MET, the transport
subsidiary of the Group, GBP105,410 for corporate finance and
office services. Additionally, Marwyn Capital LLP charged Le
Chameau SAS, the luxury goods subsidiary of the Group, GBP120,000
for corporate finance and office services. The members of Marwyn
Capital LLP are the Founders.
The Founder Securities in Marwyn Management Partners Subsidiary
Limited are owned by Marwyn Capital Growth LP (a limited
partnership of which, inter alia, James Corsellis and Mark Watts
are limited partners) and Marwyn Management Partners LLP (a limited
partnership of which, inter alia, James Corsellis, Mark Watts and
Robert Ware are limited partners).
In July 2014 as a result of the refinancing and placing the
Company became a subsidiary of Marwyn Value Investors LP of Axio
House, Robin Place, St Helier, Jersey JE2 4LT.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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