TIDMLMS
RNS Number : 8185H
LMS Capital PLC
01 August 2023
1 August 2023
LMS CAPITAL PLC
Half year results for the six months ended 30 June 2023
Financial Update
-- Net Asset Value ("NAV") at 30 June 2023 of GBP44.6 million,
55.2p per share, compared to GBP46.5 million (57.7p per share) at
31 December 2022;
-- Realised and unrealised underlying portfolio gains of GBP0.6
million on the mature portfolio, offset by GBP1.1 million of
unrealised foreign exchange losses;
-- Running costs were GBP0.9 million and investment related costs were GBP0.3 million;
-- Cash proceeds of GBP0.3 million from realisations during the half year;
-- Final dividend payment in June 2023 of 0.625 pence per share
for the year ended 31 December 2022; and
-- Cash at 30 June 2023 was GBP16.5 million (31 December 2022: GBP17.9 million).
Interim Dividend
-- The Board has approved an interim dividend in respect of the
Company's financial year to 31 December 2023 of 0.3 pence per
share. The dividend will be paid on 12 September 2023 to
shareholders on the share register at close of business on 11
August 2023 (with an ex-dividend date of 10 August 2023).
Robert Rayne, Chairman, commented:
"We remain focused on the prudent deployment of our capital and
during the period, our team has been engaged in active negotiations
in the retirement living space. On energy, the Dacian team
continues work to bed down the assets acquired in late 2021. Good
progress is being made streamlining the cost base, but equipment
failures leading to interruptions in production are continuing to
delay progress with the business plan, although these are being
worked through. We hope to report progress on all fronts in the
second half of the year"
1 August 2023
Enquiries: LMS Capital plc
0207 935 3555
Robert Rayne, Chairman
Nicholas Friedlos, Managing Director
LMS CAPITAL plc
Statement from the Chairman and the Managing Director
We are pleased to report the financial results of the Company
for the first six months of the year and to provide an update on
our portfolio and the direction of the business.
The NAV of the company at 30 June 2023 was GBP44.6 million, 55.2
pence per share (31 December 2022 GBP46.5 million, 57.7 pence per
share) and is summarised below.
30 June 31 December
------------------ ----------------
2023 (unaudited) 2022 (audited)
GBP'000 GBP'000
------------------------------- ------------------ ----------------
Mature Investment Portfolio
Unquoted investments 6,669 6,626
Funds 13,662 14,033
Quoted investments 161 160
20,492 20,819
------------------------------- ------------------ ----------------
New Investment Portfolio
Dacian 9,660 10,145
9,660 10,145
Total Investments 30,152 30,964
-------------------------------- ------------------ ----------------
Cash 16,500 17,906
Other net assets/liabilities (2,070) (2,329)
------------------ ----------------
Net assets 44,582 46,541
-------------------------------- ------------------ ----------------
After adjusting for the payment of the final dividend of 0.625
pence per share for the 2022 year, the overall NAV at 30 June 2023
is down 3.1% from the 31 December 2022 position and down 2.3%
compared to 31 March 2023.
This overall decrease of GBP1.9 million comprises:
-- Dividend payments GBP0.5 million
-- Net income and fair value adjustments on the investment
portfolio result in an overall valuation decrease of GBP0.5 million
in the investment portfolio:
o net increases in underlying investment values of GBP0.6
million on the mature asset portfolio;
o offset by net decrease of GBP1.1 million from foreign exchange
losses from the weakening of the US Dollar against sterling of
which GBP0.6 million relates to the mature portfolio and GBP0.5
million to the investment in Dacian; and
o no net underlying increase or decrease in the value of
Dacian.
-- management fee income for LMS of GBP0.1 million from Dacian;
-- bank interest GBP0.3 million; and
-- running costs of GBP0.9 million, investment related costs of
GBP0.3 million principally associated with developing real estate
deal opportunities and other net outflows of GBP0.1 million.
The Company's NAV comprises three distinct groups of assets:
Mature Investments - 30 June 2023 NAV GBP20.5 million (25.4
pence per share )
The Mature Portfolio comprises investments which originate from
the Company's strategy pre-2012 and are currently managed with a
view to optimising the realisation values. As noted in our 2022
Annual Report, we continue to expect progress on realisation of
these assets mainly in 2024 and 2025.
During the first half of 2023, this group of investments showed
net realised and unrealised underlying gains of GBP0.6 million,
offset by foreign exchanges losses of GBP0.6 million from the
weakening of the US Dollar against sterling, and realisations of
GBP0.3 million, resulting in an overall reduction of GBP0.3
million.
The underlying gains of GBP0.6 million, excluding foreign
exchange losses, were as follows:
-- Unquoted investments
The unquoted portfolio recorded net unrealised gains of GBP0.6
million:
o Medhost: GBP0.6 million increase. We continue to follow the
valuation of Primus, the lead investment manager, which shows an
unrealised gain of GBP0.6 million in the most recent valuation.
Medhost operates in a mature market and it continues to be cash
generative and perform in line with budget; and
o Elateral: no change in valuation. The company's financial
performance has improved since mid 2022. It has shown some success
at winning new business and is currently EBITDA positive. We
continue to support the management in their strategy to return to
sustainable sales growth.
-- Fund investments
The fund investments showed neither a gain nor loss for the half
year:
o Opus: GBP0.8 million decrease. As reported in our Q1 2023 NAV
update this was driven the fund manager's valuation primarily
reflecting movements in public market comparables for the fund's
two principal remaining assets;
o Our investment in Brockton has increased by GBP0.4 million,
reflecting the unwind of the discount in our discounted cash flow
valuation; and
o Our investment in Weber increased by GBP0.4 million reflecting
the market price performance of the US listed microcap equities
held in the fund.
-- Quoted shares
Overall, the quoted portfolio showed neither a gain nor loss
during the first half of 2023.
Energy - Dacian - 30 JUNE 2023 NAV GBP9.7 million (12.0 pence
per share)
In the first six months of the year, oil and gas revenues, net
of applicable royalties and windfall taxes were $9.9 million. This
was lower than budget due to a combination of lower pricing and, as
explained below, lower production.
On the positive side, the team continue to take actions to
reduce the cost base they inherited when they took over the
business in late 2021. In the six months the cost reductions have
more than offset lower revenues and the business is ahead of budget
at the EBITDA level.
Management's aim has been to stabilise production at
approximately 1,000 barrels of oil equivalent per day ("BOEPD") and
from that base, build additional production through workover
activity. It appeared in late 2022 and early 2023 that this
stabilised level of production had been achieved. However,
particularly in the second quarter the company has experienced
further interruptions due to technical failures in equipment
resulting in lost production and delayed progress on workovers.
Production in the six months has averaged some 8% below the 1,000
BOEPD base level. The team's priority is to achieve consistent
production at the stabilised base level and then to focus on the
workover activity.
In recognition of the delays in the six months, whilst interest
continues to be due and payable on the Company's loan notes, no net
interest accrual has been recognised in the results for the half
year. This will be reviewed at the year end in light of Dacian's
progress during the second half of the year and prevailing market
conditions.
The Dacian investment is denominated in US Dollars and is
showing an unrealised foreign exchange loss of GBP0.5 million in
the period.
The Company has benefitted from GBP0.1 million being six months'
management fee income.
Liquidity - Cash less other net liabilities
Cash
Cash balances in the Company and its subsidiaries at 30 June
2023 were GBP16.5 million (31 December 2022: GBP17.9 million).
Significant outflows during the six months were running costs
net of interest income and management fees received of GBP0.9
million, investment related costs of GBP0.3 million and dividend
payments of GBP0.5 million.
Portfolio inflows were GBP0.3 million being proceeds from the
sale by SFEP of ICU.
Net Liabilities
Net liabilities of GBP2.1 million consist primarily of accruals
for income taxes, historic carried interest liabilities for one
remaining asset and other sundry costs.
Dividend policy
A final dividend of 0.625 pence per share for the year ended 31
December 2022 was approved by shareholders at the AGM in May 2023
and paid in June 2023.
The Board has approved an interim dividend for the 2023 year of
0.3 pence per share to be paid on 12 September 2023 to shareholders
on the share register at close of business on 11 August 2023 (with
an ex-dividend date of 10 August 2023).
Looking forward
A priority for 2023 is to bring to fruition for investors the
work that has been undertaken with our real estate teams,
particularly on the development side where we have been actively
seeking opportunities in the later living sector. We see the
potential for strong growth in sector generally and it offers the
opportunity to combine our real estate skills with operating know
how. From an investment perspective, the sector offers attractive
returns in the medium to longer term for capital from LMS' balance
sheet alongside its co-investors.
During the last six months we have been actively engaged in
negotiations to acquire both operational retirement village assets
as well as development sites. Whilst we are keen to deploy capital,
we remain disciplined in our approach to the evaluation of all
these opportunities.
In energy, we anticipate further opportunities to invest with
the Dacian team in late life oil and gas production opportunities,
although the priority for the team for the rest of this year
remains to focus on the initial acquisition.
We would like to express our appreciation for the support from
our team and from the network of people with whom we work on a
regular basis. We would also like to express our appreciation for
the continued support of our shareholders. We look forward to
reporting to you further on our progress.
Robert Rayne
Chairman
Nicholas Friedlos
Managing Director
1 August 2023
LMS CAPITAL plc
PORTFOLIO MANAGEMENT REVIEW
Market background
Ongoing geopolitical tensions and domestic challenges in key
markets are slowing any return to sustained growth. Domestically
both inflation and interest rates remains high.
Sterling strengthened against the US Dollar during the period
and whilst global equity markets saw some recovery, with the US
S&P 500 Index increasing by nearly 16%, the FTSE 100 remained
flat. The FTSE AIM 100 and SmallCap indices declined by 11% and 2%,
respectively.
The Board and the Company continue to monitor closely the
economic environment and capital markets, including the impact this
has on the investment portfolio and its valuations.
Performance review
The movement in NAV during the six months ended 30 June was as
follows:
Six months ended 30 June
----------------------------
2023 2022
GBP'000 GBP'000
Opening NAV 46,541 49,109
Income and fair value adjustments on investment portfolio (495) (658)
Dividends (505) (505)
Overheads and other net movements (959) (985)
------------------------------------------------------------ ------------- -------------
Closing NAV 44,582 46,961
------------------------------------------------------------ ------------- -------------
Cash realisations and new and follow-on investments from the
portfolio were as follows:
Six months ended 30 June
----------------------------
2023 2022
GBP'000 GBP'000
----------------------------------------------- ------------- -------------
Proceeds from redemption of preference share - 353
Distributions from funds and loan repayments 326 68
----------------------------------------------- ------------- -------------
Total - gross cash realisations 326 421
New and follow-on investments - (263)
Fund calls - (105)
----------------------------------------------- ------------- -------------
Total - net 326 53
----------------------------------------------- ------------- -------------
Realisations relate to the sale of ICU Eyeware, the last
investment held through San Francisco Equity Partners ("SFEP").
Below is a summary of the investment portfolio of the Company
and its subsidiaries, which reflects all investments held by the
Group:
30 June 31 December
-------------------------------------- ----------------------------------
2023 2022
---------------------------------- ----------------------------------
UK US Total UK US Total
Mature investment portfolio GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- ---------- ---------- ---------- ---------- ----------
Quoted 82 79 161 121 39 160
Unquoted 687 5,982 6,669 681 5,945 6,626
Funds 7,033 6,629 13,662 6,676 7,357 14,033
------------------------------ ---------- ---------- ---------- ---------- ---------- ----------
7,802 12,690 20,492 7,478 13,341 20,819
UK US Total UK US Total
New investment portfolio GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- ---------- ---------- ---------- ---------- ----------
Unquoted - 9,660 9,660 - 10,145 10,145
- 9,660 9,660 - 10,145 10,145
------------------------------ ---------- ---------- ---------- ---------- ---------- ----------
Total investments 7,802 22,350 30,152 7,478 23,486 30,964
------------------------------ ---------- ---------- ---------- ---------- ---------- ----------
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 investments
Unquoted direct investments for which there is no active 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 an established business which is generating
sustainable revenue or earnings but for which other valuation
methods are not appropriate are valued by calculating the
discounted value of future cash flows;
-- 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; and
-- convertible instruments are valued by disaggregating the
convertible feature from the debt instrument and valuing it using a
Black-Scholes model.
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 the evidence available supports an alternative
valuation.
Performance of the investment portfolio
The return on investments for the six months ended 30 June 2023
was as follows:
Six months ended 30 June Six months ended 30 June
2023 2022
--------------------------------------------- ---------------------------------------------
Realised Unrealised Realised Unrealised
gains/(losses) gains/(losses) Total gains/(losses) gains/(losses) Total
Asset type GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------- ---------------- ---------------- --------- ---------------- ---------------- ---------
Quoted - 1 1 - (201) (201)
Unquoted 62 (864) (802) 24 (1,123) (1,099)
Funds (9) (339) (348) - 44 44
---------------- ---------------- ---------
53 (1,202) (1,149) 24 (1,280) (1,256)
---------------- ---------------- --------- ---------------- ---------------- ---------
Accrued interest income 654 598
--------- ---------------- ---------
Income and fair value adjustments
on investment portfolio (495) (658)
------------------------------------------------- --------- ---------------- ---------------- ---------
As noted in the commentary on page 5, no net benefit has been
recognised in these interim financial statements from the interest
accruing on the Dacian loan notes for the period January to June
2023. In order to comply with GAAP the GBP0.654 million entitlement
to interest must be recognised as income and this is then adjusted
down by an equal amount as part of the fair value adjustments and
is included in the GBP0.864 million unrealised loss adjustment on
unquoted investments in the table above.
Approximately 74% of the portfolio at 30 June 2023 is
denominated in US Dollars (31 December 2022: 76%) and the above
table includes the impact of currency movements. In the first six
months of 2023, the strengthening of sterling against the US Dollar
resulted in a significant unrealised foreign currency loss of
GBP1.1 million of which GBP0.6 million relates to the mature
portfolio and GBP0.5 million to the investment in Dacian (2022:
unrealised gain of GBP2.6 million). As is 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
30 June 31 December
--------- ------------
2023 2022
Company Sector GBP'000 GBP'000
-------------------------- --------------- --------- ------------
Tialis Essential IT plc UK technology 82 121
Arsenal Digital Holdings
Inc US energy 56 13
Others - 23 26
161 160
------------------------------------------ --------- ------------
The changes in valuation on the quoted portfolio arose as
follows:
Six months ended 30 June
----------------------------
2023 2022
Fair value increases/(decreases) GBP'000 GBP'000
-------------------------------------------- ------------- -------------
Unrealised
Tialis Essential IT plc (39) (73)
Arsenal Digital Holdings Inc 44 (130)
Other quoted holdings (2) (9)
Unrealised foreign currency (losses)/gains (2) 11
-------------------------------------------- ------------- -------------
Total fair value increases/(decreases) 1 (201)
-------------------------------------------- ------------- -------------
Unquoted investments
30 June 31 December
------------ ---------------
2023 2022
Company Sector GBP'000 GBP'000
------------------- ----------------- ------ ------------ ---------------
Dacian Romanian energy 9,660 10,145
Medhost Inc US technology 5,944 5,673
Elateral UK technology 599 599
ICU Eyewear* US consumer - 232
Tialis loan notes UK technology 87 82
Cresco US consumer 39 40
16,329 16,771
-------------------------------------------- ------------ ---------------
*Co-investment with SFEP
The changes in valuation on the unquoted portfolio arose as
follows:
Six months ended 30 June
----------------------------
2023 2022
Fair value increases/(decreases) GBP'000 GBP'000
-------------------------------------------- ------------- -------------
Realised
Medhost - 24
ICU Eyeware 62 -
62 24
-------------------------------------------- ------------- -------------
Unrealised
Dacian (see note on page 9) (644) -
Medhost 554 (1,032)
Elateral - (443)
ICU Eyewear - (1,376)
Tialis loan notes 5 (27)
Unrealised foreign currency (losses)/gains (779) 1,755
-------------------------------------------- ------------- -------------
(864) (1,123)
-------------------------------------------- ------------- -------------
Total fair value decreases (802) (1,099)
-------------------------------------------- ------------- -------------
Income movements
-------------------------------------------- ------------- -------------
Interest on Dacian Investment 654 598
-------------------------------------------- ------------- -------------
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 in 2023 is expected to be
profitable and cash generative and slightly up on EBITDA compared
to budgets. This resulted in an increase to the valuation by the
fund manager for the period.
ICU Eyewear
This was the only remaining asset in the SFEP III fund and was
sold during the period realising a gain of GBP62,000.
Fund interests
30 June 31 December
--------- -------------
2023 2022
General partner Sector GBP'000 GBP'000
------------------------- --------------------- --------- -------------
Brockton Capital Fund
1 UK real estate 6,406 6,036
Opus Capital Venture
Partners US venture capital 4,263 5,275
US micro-cap quoted
GW 2001 Fund stocks 2,329 2,046
EMAC ILF Europe real estate 332 341
Simmons Parallel Energy UK energy 296 262
Eden Ventures UK venture capital - 37
Other interests - 36 36
------------------------- --------------------- --------- -------------
13,662 14,033
----------------------------------------------- --------- -------------
The changes in valuation on the Company's fund portfolio for the
six months ended 30 June 2023 were as follows:
Six months ended 30
June
-----------------------
2023 2022
Fair value increases/(decreases) GBP'000 GBP'000
-------------------------------------------- ----------- ----------
Unrealised
Brockton Capital Fund 1 369 401
Opus Capital Venture Partners (783) 931
GW 2001 Fund 383 (1,063)
Simmons Parallel Energy 42 (154)
Eden Ventures (5) (418)
San Francisco Equity Partners - (89)
Others (net) 2 (392)
Unrealised foreign currency (losses)/gains (347) 828
Realised
San Francisco Equity Partners (9) -
-------------------------------------------- ----------- ----------
Total fair value (decreases)/increases (348) 44
-------------------------------------------- ----------- ----------
Fund interests
-- Brockton Capital Fund 1 - The Company's investment represents
its share (via the Brockton Fund) of preferred debt investments in
a "Super Prime" central London residential development. The
investment showed an increase in the valuation of GBP0.4 million
for the first half of 2023 due to unrealised gains from the
unwinding of the discount rate as the investment is valued on a
discounted cash flow basis;
-- GW 2001 Fund - holds US publicly traded micro-cap securities
and showed an unrealised gain of GBP0.4 million reflecting an
increase in the underlying equity prices; and
-- Opus Capital - a US venture fund, showed an unrealised loss
of GBP0.8 million from valuation losses on its two main assets,
primarily due to movements in quoted market comparables for its two
main remaining assets.
Costs
Group costs for the period (including GBP1.1 million incurred by
the Company and GBP 0.1 million by subsidiaries) were GBP1.2
million (2022: GBP1.1 million) which include running costs of
GBP0.9 million and investment related costs of GBP0.3 million for
support costs for real estate and co-investment activities.
Taxation
The Group tax provision for the period, all of which arose in
the subsidiaries, is GBP0.1 million (2022: GBP0.6 million).
Financial Resources and Commitments
At 30 June 2023 cash holdings, including cash in subsidiaries,
were GBP16.5 million (31 December 2022: GBP17.9 million) and
neither the Company nor any of its subsidiaries had any external
debt.
At 30 June 2023, subsidiary companies had commitments of GBP2.7
million (31 December 2022: GBP2.7 million) to meet outstanding
capital calls from fund interests.
LMS CAPITAL PLC
1 August 2023
LMS Capital plc
Unaudited Condensed Company Income Statement
Six months ended 30
June
-----------------------
2023 2022
Notes GBP'000 GBP'000
------------------------------------ ------- ----------- ----------
Net losses on investments 5 (716) (484)
Interest income 275 37
Other income 64 49
----------- ----------
Total losses on investments (377) (398)
Operating expenses (1,089) (940)
Net losses on foreign currency (14) (331)
----------- ----------
Losses before tax (1,480) (1,669)
Taxation - -
----------- ----------
Losses for the period (1,480) (1,669)
----------- ----------
Attributable to:
Equity shareholders (1,480) (1,669)
----------- ----------
Loss per ordinary share - basic 6 (1.8p) (2.1p)
Loss per ordinary share - diluted 6 (1.8p) (2.1p)
------------------------------------ ------- ----------- ----------
LMS Capital plc
Unaudited Condensed Company Statement of Other Comprehensive
Income
Six months ended 30
June
-----------------------
2023 2022
GBP'000 GBP'000
----------------------------------- ---------- -----------
Losses for the period (1,480) (1,669)
Other comprehensive income - -
---------- -----------
Total comprehensive loss for the
period (1,480) (1,669)
------------------------------------ ---------- -----------
Attributable to:
Equity shareholders (1,480) (1,669)
------------------------------------ ---------- -----------
LMS Capital plc
Unaudited Condensed Company Statement of Financial Position
30 June 31 December
---------- --------------------
2023 2022
Notes GBP'000 GBP'000
--------------------------------------- ------- ---------- --------------------
Assets
Non-current assets
Right of use assets 55 70
Investments 8 67,487 68,207
Amounts receivable from subsidiaries 5,298 5,158
Total non-current assets 72,840 73,435
--------------------------------------- ------- ---------- --------------------
Current assets
Operating and other receivables 119 71
Cash 12,986 14,542
--------------------------------------- ------- ---------- --------------------
Total current assets 13,105 14,613
Total assets 85,945 88,048
--------------------------------------- ------- ---------- --------------------
Liabilities
Current liabilities
Operating and other payables (352) (428)
Amounts payable to subsidiaries (40,979) (41,032)
---------- --------------------
Total current liabilities (41,331) (41,460)
---------- --------------------
Non-current liabilities
Other long-term liabilities (32) (47)
--------------------------------------- ------- ---------- --------------------
Total non-current liabilities (32) (47)
--------------------------------------- ------- ---------- --------------------
Total liabilities (41,363) (41,507)
---------- --------------------
Net assets 44,582 46,541
--------------------------------------- ------- ---------- --------------------
Equity
Share capital 8,073 8,073
Share premium 508 508
Capital redemption reserve 24,949 24,949
Share-based equity 154 128
Retained earnings 10,898 12,883
--------------------------------------- ------- ---------- --------------------
Total equity shareholders' funds 44,582 46,541
--------------------------------------- ------- ---------- --------------------
Net asset value per ordinary share 11 55.23p 57.65p
--------------------------------------- ------- ---------- --------------------
LMS Capital plc
Unaudited Condensed Company Statement of Changes in Equity
Six months ended 30 June 2023
Capital Share-
Share Share redemption based Retained Total
capital premium reserve equity earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January
2023 8,073 508 24,949 128 12,883 46,541
Comprehensive loss for
the period
Loss for the period - - - - (1,480) (1,480)
--------- --------- ------------ --------- ---------- ---------
Equity after total comprehensive
loss for the period 8,073 508 24,949 128 11,403 45,061
Contributions by and
distributions
to shareholders
Share-based payments - - - 26 - 26
Dividends (note 7) - - - - (505) (505)
Balance at 30 June 2023 8,073 508 24,949 154 10,898 44,582
--------- --------- ------------ --------- ---------- ---------
Six months ended 30 June 2022
Capital Share-
Share Share redemption based Retained Total
capital premium reserve equity earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January
2022 8,073 508 24,949 75 15,504 49,109
Comprehensive loss for
the period
Loss for the period - - - - (1,669) (1,669)
--------- --------- ------------ --------- ---------- ---------
Equity after total comprehensive
loss for the period 8,073 508 24,949 75 13,835 47,440
Contributions by and
distributions
to shareholders
Share-based payments - - - 26 - 26
Dividends (note 7) - - - - (505) (505)
Balance at 30 June 2022 8,073 508 24,949 101 13,330 46,961
--------- --------- ------------ --------- ---------- ---------
LMS Capital plc
Unaudited Condensed Company Statement of Cash flow
Six months ended 30 June
2023 2022
Notes GBP'000 GBP'000
Cash flows from operating activities
Losses for the period (1,480) (1,669)
Adjustments for non-cash income and expense:
Equity settled share-based payment 26 26
Depreciation on right of use assets 14 14
Interest expense on lease 2 3
Losses on investments 5 716 484
Other income (64) (37)
Interest income (275) (49)
Adjustments to incentives plans 3 13
Exchange loss/(gain) on cash balances 15 (69)
(1,043) (1,284)
Change in operating assets and liabilities
Increase in operating and other receivables (36) (71)
Decrease in operating and other payables (76) (116)
(Increase)/decrease in amounts receivable from subsidiaries (140) 234
(Decrease)/increase in amounts payable to subsidiaries (52) 2,813
-------------------------------------------------------------- ---- ----------- -----------
Net cash (used in)/from operating activities (1,347) 1,576
-------------------------------------------------------------- ---- ----------- -----------
Cash flows from investing activities
Interest received 263 26
Other income received 64 49
----------- -----------
Net cash from investing activities 327 75
-------------------------------------------------------------- ---- ----------- -----------
Cash flows from financing activities
Dividend paid 7 (505) (505)
Repayment of principal lease liabilities (14) (5)
Repayment of lease interest (2) (3)
Net cash used in financing activities (521) (513)
-------------------------------------------------------------- ---- ----------- -----------
Net (decrease)/increase in cash and cash equivalents (1,541) 1,138
Exchange (loss)/gain on cash balances (15) 69
Cash at the beginning of the period 14,542 14,518
----------- -----------
Cash at the end of the period 12,986 15,725
-------------------------------------------------------------- ---- ----------- -----------
LMS Capital plc
Notes to the unaudited financial information
1. Reporting entity
LMS Capital plc ("the Company") is a public limited company
limited by shares incorporated in the United Kingdom under the
Companies Act and registered in England. These unaudited condensed
interim 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 7 March 2006 and commenced operations
on 9 June 2006 when it received the demerged investment division of
London Merchant Securities.
2. Statement of compliance and basis of preparation
These condensed interim financial statements have been prepared
in accordance 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
Annual Report and Accounts for the year ended 31 December 2022
which were prepared in accordance with UK adopted International
Financial Reporting Standards.
The financial information presented in these interim results has
been prepared in accordance with international accounting standards
in conformity with the requirements of the Companies Act 2006. The
principal accounting policies adopted in the preparation of the
financial information in these interim results are primarily
unchanged from those used in the Company's financial statements for
the year ended 31 December 2022 and are consistent with those that
the Company expects to apply in its financial statements for the
year ended 31 December 2023 .
These condensed interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the
Companies Act 2006. Statutory accounts for the year ended 31
December 2022 were approved by the Board of Directors on 17 March
2023 and delivered to the Registrar of Companies. The report of the
auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006. The financial
information for the periods ended 30 June 2022 and 30 June 2023 are
unaudited and have not been reviewed by the Company's auditors.
3. Estimates and management judgements
The preparation of the unaudited condensed interim financial
statements requires 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.
In preparing these unaudited condensed interim financial
statements, the significant judgements made by management in
applying the Company's accounting policies and the key sources of
estimation were the same as those that applied to the Company
financial statements as at and for the year ended 31 December
2022.
4. Financial risk management
The Company's financial risk management objectives and policy
are consistent with those disclosed in the Company financial
statements as at and for the year ended 31 December 2022.
LMS Capital plc
Notes to the unaudited financial information (continued)
5. Net losses on investments
The losses on investments were as follows:
Six months ended 30 June Six months ended 30 June
2023 2022
---------------------------------------- ---------------------------------------
Realised Unrealised Realised Unrealised
gains gains/(losses) Total gains gains/(losses) Total
Asset type GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ----------- ---------------- --------- ---------- ---------------- ---------
Quoted - 1 1 - (201) (201)
Unquoted 62 (864) (802) 24 (1,123) (1,099)
Funds (9) (339) (348) - 44 44
---------- ---------------- ---------
53 (1,202) (1,149) 24 (1,280) (1,256)
----------- ---------------- --------- ---------- ---------------- ---------
Accrued interest income 654 598
--------- ---------
(495) (658)
(Charge)/credit for
incentive plans (11) 85
Net (losses)/gains on foreign
currency (128) 763
Net operating and other expenses
of subsidiaries (82) (674)
--------- ---------- ---------------- ---------
(716) (484)
---------------------------------------------- --------- ---------- ---------------- ---------
6. Loss per ordinary share
The calculation of the basic and diluted loss per share, in
accordance with IAS 33, is based on the following data:
Six months ended
--------------------------------
30 June
30 June 2023 2022
Losses
Losses for the purpose of net
profit per share attributable
to equity holders of the parent
(GBP'000) (1,480) (1,669)
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
Basic (1.8p) (2.1p)
Diluted (1.8p) (2.1p)
--------------------------------------- -------------- ----------------
LMS Capital plc
Notes to the unaudited financial information (continued)
7. Dividends
Dividends declared during the period ending 30 June 2023 and 30
June 2022 are as follows.
Dividend
Dividend date Payment date GBP'000 Pence per share
---------------------------------- ---------------- --------------- ---------- -----------------
Final dividend payment for 2022 26 May 2023 16 June 2023 505 0.625
---------------------------------- ---------------- --------------- ---------- -----------------
Total as at 30 June 2023 505 0.625
Final dividend payment for 2021 27 May 2022 17 June 2022 505 0.625
Total as at 30 June 2022 505 0.625
--------------------------------------------------------------------- ---------- -----------------
The Board has approved the interim dividend for the 2023 year of
0.3 pence per share to be paid on 12 September 2023.
8. Investments
The Company's investments comprised the following:
30 June 31 December
--------- -------------
2023 2022
GBP'000 GBP'000
Total investments 67,487 68,207
--------------------------------------- --------- -------------
These comprise:
Investment portfolio of subsidiaries 30,152 30,964
Other net assets of subsidiaries 37,335 37,243
67,487 68,207
--------------------------------------- --------- -------------
The carrying amounts of the investments of the Company's
subsidiaries were as follows:
30 June 31 December
--------- -------------
Investments portfolio of subsidiaries 2023 2022
Asset type GBP'000 GBP'000
---------------------------------------- --------- -------------
Quoted 161 160
Unquoted 16,329 16,771
Funds 13,662 14,033
---------------------------------------- --------- -------------
Investment portfolio of subsidiaries 30,152 30,964
Other net assets of subsidiaries 37,335 37,243
---------------------------------------- --------- -------------
67,487 68,207
---------------------------------------- --------- -------------
LMS Capital plc
Notes to the unaudited financial information (continued)
8. Investments (continued)
The movements in the investment portfolio were as follows:
Quoted Unquoted
securities securities Funds Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ------------ ------------ --------- ---------
Balance at 1 January 2022 383 16,626 13,929 30,938
Accrued interest - 1,274 - 1,274
Purchases - 427 - 427
Proceeds from disposals (2) - - (2)
Distributions from partnerships - (375) (56) (431)
Contributions to partnerships - 80 52 132
Fair value adjustments (221) (1,261) 108 (1,374)
---------------------------------- ------------ ------------ --------- ---------
Balance at 31 December 2022 160 16,771 14,033 30,964
---------------------------------- ------------ ------------ --------- ---------
Balance at 1 January 2023 160 16,771 14,033 30,964
Accrued interest - 654 - 654
Distributions from partnerships - (294) (32) (326)
Contributions to partnerships - - 9 9
Fair value adjustments 1 (802) (348) (1,149)
------------ ------------ --------- ---------
Balance at 30 June 2023 161 16,329 13,662 30,152
---------------------------------- ------------ ------------ --------- ---------
The following table analyses investments carried at fair value
at the end of the period, 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.
LMS Capital plc
Notes to the unaudited financial information (continued)
The significant unobservable inputs used at 30 June 2023 in
measuring investments categorised as level 3 in this note are
considered below:
1. Unquoted securities (carrying value GBP16.3 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 of approximately 5 times dependent on the
business of each individual company, its performance and the sector
in which it operates; and
-- revenue multiples in the range 0.5-1.5 times, also dependent
on attributes at individual investment level.
2. Investments in funds (carrying value GBP13.7 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 30 June 2023). The Company also carries out its own review of
individual funds and their portfolios to satisfy ourselves that the
underlying valuation bases are consistent with our 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.
The Company's investments are analysed as follows:
30 June 31 December
--------- -------------
2023 2022
GBP'000 GBP'000
---------- --------- -------------
Level 1 - -
Level 2 - -
Level 3 67,487 68,207
---------- --------- -------------
67,487 68,207
---------- --------- -------------
.
LMS Capital plc
Notes to the unaudited financial information (continued)
8. Investments (continued)
The reconciliation between opening and closing balance of level
3 assets are presented in the table below:
30 June 31 December
--------- -------------
2023 2022
GBP'000 GBP'000
------------------------------------------- --------- -------------
Opening balance 68,207 68,461
Unrealised losses (1,202) (1,397)
Purchases, sales, issues and settlements 482 1,143
Closing balance 67,487 68,207
------------------------------------------- --------- -------------
Level 3 amounts include GBP30,152,000 (2022: GBP30,964,000)
relating to the investment portfolios of subsidiaries including
quoted investments of GBP161,000 (2022: GBP160,000) and
GBP37,335,000 (2022: GBP 37,243,000) in relation to the other net
assets of subsidiaries.
There were no transfers between levels during the period ending
30 June 2023.
The reported values of the level 3 investments would change,
should there be a change in the underlying assumptions and
unobservable inputs driving these values. The Company has performed
a sensitivity analysis to assess the overall impact of a 10%
movement in these reported values of investments, on the profit for
the period. The effect on profit / (loss) is shown in the table
below:
30 June 31 December
--------- -------------
2023 2022
GBP'000 GBP'000
--------------------------------------------- --------- -------------
Effect of 10% decrease in investment value (6,700) (6,800)
Effect of 10% increase in investment value 6,700 6,800
9. Capital commitments
30 June 31 December
--------- -------------
2023 2022
GBP'000 GBP'000
----------------------------------- --------- -------------
Outstanding commitments to funds 2,656 2,674
2,656 2,674
----------------------------------- --------- -------------
The outstanding commitments to funds comprise of unpaid calls in
respect of funds where a subsidiary of the Company is a Limited
Partner.
As of 30 June 2023, the Company has no other contingencies or
commitments to disclose (2022: GBPnil).
LMS Capital plc
Notes to the unaudited financial information (continued)
10. Related party transactions
The related parties of LMS Capital plc are its Directors.
The salaries paid to the Directors of the Company for the period
was GBP240,412 (June 2022: GBP232,180).
During the period, the Company paid rent of GBP16,390 (June
2022: GBP8,195) to The Rayne Foundation. Robert Rayne is the
Chairman of The Rayne Foundation.
As at 30 June 2023, the following Directors of the Company had
the following interests in the issued shares of the Company:
30 June 2023 31 December 2022
Shareholders Number of Shares Number of Shares
-------------- --------------------------- ---------------------------
R Rayne 2,670,124 Ordinary Shares 2,670,124 Ordinary Shares
N Friedlos 161,410 Ordinary Shares 161,410 Ordinary Shares
P Harvey 20,000 Ordinary Shares 20,000 Ordinary Shares
G Stedman 20,000 Ordinary Shares 20,000 Ordinary Shares
11 . Net asset value per share
The net asset value per ordinary shares in issue are as
follows:
30 June 31 December
2023 2022
Net asset value (GBP'000) 44,582 46,541
Number of ordinary shares in issue 80,727,450 80,727,450
Net asset value per share (pence) 55.23 57.65
-------------------------------------- ------------ -------------
12. Subsequent Events
There are no subsequent events that would materially affect the
interpretation of these Financial Statements.
Statement of Directors' responsibilities
The Directors listed on pages 30-31 of the Company's Annual
Report for the period ended 31 December 2022 continued in office
during the six months ended 30 June 2023.
We confirm that to the best of our knowledge:
a the condensed interim financial statements have been prepared
in accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority; and
b the interim management report includes a fair review of the information required by:
i DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the current financial year and their impact on the
condensed interim financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
ii DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the Company
during that period; and any changes in the related party
transactions described in the last Annual Report that could do
so.
Nicholas Friedlos
Director
1 August 2023
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