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Half Yearly Report and Parent Company Accounts

15 Sep 2015 11:36

RNS Number : 0960Z
Castle Street Investments PLC
15 September 2015
 
Date:15 September 2015
On behalf of:Castle Street Investments plc ('Castle Street Investments', the 'Company' or the 'Group')

 

Castle Street Investments plc

 

Half Yearly Report

 

Castle Street Investments plc (AIM: CSI), today announces its unaudited half-year results for the six months ended 30 June 2015 ("H1 2015").

 

Period highlights

· Operating profit of £1.5m (H1 2014: loss £4.2m)

· Profit after tax of £1.6m (H1 2014: loss £2.4m)

· Earnings per share of 2.30p (H1 2014: loss 3.31p)

· Strong cash position of £18m at 30 June 2015 (31 Dec 2014: £12.1m) plus deferred consideration of £4.8m receivable in instalments by December 2015.

 

Post period highlights

· A further £2.7m of deferred consideration has been received since 30 June 2015

· Net cash at the end of December 2015, expected to be in excess of £21.5m, 30.5p per share

· Capital reduction approved on 28 August 2015

· Distributable reserves anticipated to be in excess of £21m by December 2015

 

Commenting on the results, Bill Dobbie, Chairman Castle Street Investments plc, said:

"We have continued to make strong progress in closing out our liabilities on favourable terms, thereby preserving cash for shareholders. Accordingly, the Directors anticipate that the Company's cash balance at December 2015, net of liabilities, is likely to be in excess of £21.5m. On this basis, estimated net cash balances at the year-end would represent 30.5p per share. With the reduction of capital approved we will have distributable reserves in excess of £21m.

We continue to evaluate acquisition targets in line with our stated investment policy, as an alternative to a cash distribution to shareholders."

 

For further information please contact:

 

Castle Street Investments plc

Tel: +44 (0)131 526 3600

Niall Stirling, CFO

Bill Dobbie, Chairman

N+1 Singer (Nominated Adviser and Broker)

Tel: +44 (0)207 496 3000

Sandy Fraser

Jen Boorer

Ben Griffiths

 

Further information on the Company can be found at www.castlestreetinvestments.com .

 

Chairman's Statement

 

Introduction

Since the completion of the disposal of our Traditional Dating assets in December 2014 we have been focused on ensuring a smooth exit from the dating business and related liabilities and on turning the Company into a well-capitalised cash shell that can be utilised for new opportunities in line with our proposed Investing Policy or to support a return to shareholders. Outgoings are being kept to a minimum and significant progress has been made in closing the various of its liabilities on satisfactory terms, thereby preserving cash for shareholders. The Directors anticipate that the Company's cash balance at December 2015, net of liabilities, is likely to be in excess of £21.5m. On this basis, estimated net cash balances at the year-end would represent 30.5p per share.

We continue to evaluate acquisition targets in line with our stated investment policy, as an alternative to a cash distribution to shareholders. In the absence of identifying one or more suitable investment opportunities, we anticipate bringing a proposal to shareholders for an initial distribution before the end of December 2015.

Financial Review

 

Following the disposal of the trading assets in December 2014 revenue for the Group was insignificant. A profit before tax of £2m reflected the success in closing out historic liabilities. Provisions of £1.6m established in December in respect of US legal claims and UK property costs were released in the period being no longer required.

Financial income of £0.5m is largely due to the financial discount on the proceeds of sale of the casual dating business which unwinds as the terms of the deferred consideration are fulfilled. £6.7m of deferred consideration has been received in line with the agreed schedule.

Trade and other receivables of £4.7m relate to the remaining deferred consideration.

Provisions fell to £0.4m (December 2014: £3m) with £0.9m of costs absorbed and the balance released.

 

Events after the balance sheet date

 

A further £2.7m of deferred consideration has been received on schedule since June 2015. In addition the tax repayment has been received as expected. A number of smaller liabilities have been resolved and residual provisions are now c £0.2m.

The application to cancel the share premium account and the capital redemption reserve was heard by the Court and approved on 28 August 2015. Consequently, as at the end of August the Company had distributable reserves of £21.5m. A Company balance sheet as at 31 August is attached by way of illustration.

 

 

Bill Dobbie

Chairman

 

Castle Street Investments plc

Interim Results FY2015

Consolidated interim statement of comprehensive income

Six months ended 30 June 2015

Unaudited

 

 

 

Discontinued

Total

H1 2015

£000

Discontinued

Total

H1 2014

£000

Revenue

88

7,177

Cost of sales

(31)

(8,416)

Gross profit/ (loss)

57

(1,239)

Administrative expenses

1,492

(2,926)

Operating profit/(loss)

Analysed as:

1,549

(4,165)

Earnings before interest, tax, depreciation, amortisation, share based payments, and exceptional costs

(135)

(2,824)

Share based payments

-

(11)

Depreciation of plant and equipment

-

(123)

Amortisation of intangible assets

-

(1,207)

Release of exceptional cost provision

1,684

-

Financial income

467

1,125

Gain on sale of tangible assets

11

-

Profit/(loss) before taxation

2,027

(3,040)

Taxation (charge)/ credit

(391)

683

 

Profit/(loss) for the period after taxation

 

1,636

 

(2,357)

Other comprehensive income:

Items that are or may be classified subsequently to profit or loss:

Foreign exchange translation differences - equity accounted investments

 

 

9

 

 

(79)

Profit/(loss) for the period and total comprehensive income all attributable to equity holders of the parent

 

1,645

 

(2,436)

 

Basic and diluted earnings per share

 

 

 

Basic (p per share)

2.30

(3.31)

 

Diluted (p per share)

2.30

(3.31)

 

 

 

 

Castle Street Investments plc

Interim Results FY2015

Consolidated interim statement of financial position at 30 June 2015

 

 

 

Unaudited

 H1 2015

Unaudited

H1 2014

Audited

FY 2014

£000

£000

£000

Non-current assets

Plant and equipment

-

348

-

Intangible assets

-

4,167

-

Trade and other receivables

-

11,749

-

-

16,264

-

Current assets

Trade and other receivables

4,760

10,969

11,974

Taxation

557

1,276

1,033

Cash and cash equivalents

17,954

11,355

12,139

23,271

23,600

25,146

Total assets

23,271

39,864

25,146

Current liabilities

Trade and other payables

936

8,675

1,840

Provisions

391

-

2,753

1,327

8,675

4,593

Non-current liabilities

Deferred tax liabilities

-

553

-

Provisions

-

-

254

-

553

254

Total liabilities

1,327

9,228

4,847

 

Net assets

 

21,944

 

30,636

 

20,299

Equity attributable to equity holders of the parent

Called up share capital

1,780

2,084

1,780

Share premium account

18,025

18,025

18,025

Share options reserve

-

11

-

Foreign currency translation reserve

(159)

(249)

(168)

Merger reserve

(1,261)

(1,261)

(1,261)

Capital redemption reserve

347

43

347

Retained earnings

3,212

11,983

1,576

 

Total equity

 

21,944

 

30,636

 

20,299

 

 

Castle Street Investments plc

Interim Results FY2015

Consolidated interim statement of changes in equity for the six months ended 30 June 2015

 

Share capital

Share premium

Share options reserve

Retained earnings

Foreign currency translation reserve

Merger reserve

Capital redemption reserve

 

Total

£000

£000

£000

£000

£000

£000

£000

£000

At 1 January 2014

2,084

18,025

635

13,705

(170)

(1,261)

43

33,061

Total comprehensive income for the period

Loss for the period

-

-

-

(2,357)

-

-

-

(2,357)

Exchange rate differences

-

-

-

-

(79)

-

-

(79)

Transactions with owners recorded directly in equity

Charge for the year

-

-

11

-

-

-

-

11

Cancellation of options

-

-

(635)

635

-

-

-

-

At 30 June 2014

2,084

18,025

11

11,983

(249)

(1,261)

43

30,636

Total comprehensive income for the period

Loss for the period

-

-

-

(8,271)

-

-

-

(8,271)

Exchange rate differences

-

-

-

-

81

-

-

81

Transactions with owners recorded directly in equity

Charge for the year

-

-

(11)

-

-

-

-

(11)

Dividends paid

-

-

-

(2,136)

-

-

-

(2,136)

Cancellation of shares held in treasury

 

(304)

 

-

 

-

 

-

 

-

 

-

 

304

 

-

At 31 Dec 2014

1,780

18,025

-

1,576

(168)

(1,261)

347

20,299

Total comprehensive income for the period

Profit for the period

-

-

-

1,636

-

-

-

1,636

Exchange rate differences

-

-

-

-

9

-

-

9

At 30 June 2015

1,780

18,025

-

3,212

(159)

(1,261)

347

21,944

 

 

Castle Street Investments plc

Interim Results FY2015

Consolidated interim cash flow statement for the six months ended 30 June 2015

 

 

 

Unaudited

H1 2015

Unaudited

 H1 2014

Audited

FY 2014

£000

£000

£000

Profit/(loss) for the period

1,636

(2,357)

(10,628)

Adjustments for:

Depreciation and amortisation

-

1,330

2,234

Financial income

(467)

(1,125)

(2,148)

Equity settled share-based payment expenses

-

11

-

Taxation

391

(683)

(997)

Loss on disposal of discontinued activities

-

-

7,565

Gain on disposal of property, plant and equipment

(11)

-

-

Other reserve movements

9

(79)

2

1,558

(2,903)

(3,972)

Decrease in trade and other receivables

214

120

1,863

(Decrease)/ increase in trade and other payables

(906)

738

(6,096)

(Decrease)/increase in provisions

(2,616)

-

3,007

(1,750)

(2,045)

(5,198)

Tax recovered /(paid)

85

(1,069)

(638)

Net cash from operating activities

(1,665)

(3,114)

(5,836)

 

Cash flow from investing activities

Interest received

52

41

73

Acquisition of plant and equipment

-

(49)

(57)

Capitalised development expenditure

-

(599)

(1,171)

Acquisition of other intangible assets

-

(57)

(80)

Proceeds from sale of discontinued operations 2014

750

-

1,680

Proceeds from sale of discontinued operations 2013

6,667

2,526

7,000

Proceeds from sale of property, plant and equipment

 

11

 

-

 

59

Net cash from investing activities

7,480

1,862

7,504

Cash flows from financing activities

Dividends paid

-

-

(2,136)

Net cash used in financing activities

-

-

(2,136)

Net increase/(decrease) in cash and cash equivalents

5,815

(1,252)

(468)

Cash and cash equivalents at

1 January 2015

 

12,139

 

12,607

 

12,607

Cash and cash equivalents at

30 June 2015

 

17,954

 

11,355

 

12,139

 

 

 

 

 

 

Castle Street Investments plc

Interim Results FY2015

Notes to the Interim Statements

 

1. Basis of preparation

 

The interim financial statements set out above contain the interim financial information of Castle Street Investments plc (the "Company") for the six month period ended 30 June 2015. The interim financial statements are prepared by applying the recognition and measurement requirements of IFRSs as adopted by the EU. The Company has elected not to prepare the interim statements in accordance with IAS 34 as adopted by the EU. The interim statements do not include all the information required for full annual financial statements and should be read in conjunction with the financial statements of the company as at and for the year ended 31 December 2014 which were prepared in accordance with IFRS as adopted by the EU.

 

These interim financial statements were authorised for issue by the Board of Directors on 15 September 2015. A copy of this half-yearly financial report is available on the Company's website at www.castlestreetinvestments.com.

 

Where shown, the comparative figures for the financial year ended 31 December 2014 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditor and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. 

 

The interim financial information for the six month period ended 30 June 2015 and the six month period ended 30 June 2014 is unaudited. This statement has not been reviewed by the Company's auditor.

 

The Group's projections, taking into account all risks and uncertainties indicate that the Group will continue to be self-funding. As a result, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 

2. Earnings per share

Earnings

 

 

H1 2015

Weighted average no. of shares

H1 2015

Earnings per share

Pence

H1 2015

Earnings

 

 

H1 2014

Weighted average no. of shares

H1 2014

Earnings per share

Pence

H1 2014

£000

'000

£000

'000

Basic earnings/(loss) per share

1,636

71,202

2.30

(2,357)

71,201

(3.31)

Dilution for options

-

-

-

-

-

-

Diluted earnings/(loss) per share

1,636

71,202

2.30

(2,357)

71,201

(3.31)

Adjustments:

Amortisation of intangible assets (ex R&D)

-

804

Share based payments

-

11

Release of exceptional cost provisions

(1,684)

-

Tax impact of adjusted items

362

(175)

Adjusted earnings/(loss) for the period

314

(1,717)

Adjusted basic earnings/(loss) per share

314

71,202

0.44

(1,717)

71,201

(2.41)

Adjusted diluted earnings/(loss) per share

314

71,202

0.44

(1,717)

71,201

(2.41)

 

The measure of adjusted earnings per share, as calculated above, is a non-statutory measure, which we believe is useful to investors and is commonly used to evaluate the performance of businesses where M&A activity is significant.

 

Castle Street Investments plc

Parent company unaudited interim financial statements

Registered number SC368538

31 August 2015

 

 

 

Castle Street Investments plc

Parent company balance sheet (unaudited)

At 31 August 2015

Note

 

 

 

31 Aug 2015

31 Dec 2014

 

 

£000

£000

Non-current assets

 

 

 

Investments

3

1,108

1,108

 

 

 

 

1,108

1,108

 

 

Current assets

 

 

 

Trade and other receivables

4

3,039

12,101

Cash and cash equivalents

 

19,280

11,963

Tax recoverable

 

436

720

 

 

 

 

22,755

24,784

 

 

Total assets

 

23,863

25,892

 

 

Current liabilities

 

 

 

Trade and other payables

6

1,717

10,411

Provisions

5

151

2,444

 

 

 

 

1,868

12,855

 

 

Non-current liabilities

 

 

 

Provisions

5

-

226

 

 

 

 

-

226

 

 

Total liabilities

 

1,868

13,081

 

 

Net assets

 

21,995

12,811

 

 

Equity attributable to equity holders of the parent

 

 

 

Share capital

7

1,780

1,780

Share premium

7

-

18,025

Capital redemption reserve

7

-

347

Retained earnings

7

21,476

(6,080)

Merger reserve

7

(1,261)

(1,261)

 

 

Total equity

 

21,995

12,811

 

 

These financial statements were approved by the board of directors on 15 September 2015 and were signed on its behalf by:

 

 

Niall Stirling

Director

Company registered number: SC368538

Notes to the unaudited interim parent company financial statements

(forming part of the financial statements)

 

1 Background and basis of preparation

The accounts have been prepared on a going concern basis. In considering the appropriateness of this assumption, the Board have reviewed the Company's projections for the next twelve months and beyond, including cash flow forecasts and regulatory capital surpluses.

As a result of this review the Directors have satisfied themselves that it is appropriate to prepare these financial statements on a going concern basis.

 

2 Accounting policies

Refer to the parent company financial statements contained within Castle Street Investments plc 2014 Annual Report for the accounting policies applied during the periods.

 

3 Investments in subsidiaries

 

£000

 

 

 

 

 

At 1 January 2015 and 31 August 2015

 

1,108

 

 

 

 

 

 

 

 

The Company has the following investments in subsidiaries:

 

Country of Incorporation

Class of

shares held

 

 

Ownership

 

 

 

2015

2014

 

 

 

 

 

Castle Digital Services Inc

USA

Ordinary

100%

100%

Cupid.com Inc

USA

Ordinary

100%

100%

Assistance Genie Logiciel

France

Ordinary

100%

100%

Global Digital Corporation Limited

Hooya Digital Limited

Yarra Digital Limited

EZD Digital Limited

Scotland

Cyprus

Cyprus

Cyprus

Ordinary

Ordinary

Ordinary

Ordinary

100%

100%

100%

100%

100%

100%

100%

100%

Frindr Limited

England

Ordinary

100%

100%

Tangle Labs Limited

England

Ordinary

100%

100%

Cupid Labs Limited

Scotland

Ordinary

100%

100%

 

 

4 Trade and other receivables

 

2015

£000

2014

£000

Current

 

 

 

 

 

Inter-company balances

Other trade receivables

87

24

8,709

149

Prepayments and other debtors

-

74

Deferred consideration on disposal of discontinued operations

2,928

3,169

 

 

3,039

12,101

 

Notes to the unaudited interim parent company financial statements (continued)

5 Provisions

 

Due within one year

Property

Legal claims

Redundancy

Other

Total

£000

£000

£000

£000

£000

Balance at 1 January 2015

269

1,005

741

429

2,444

Provisions used or released during the period

(269)

(1,005)

(725)

(294)

(2,293)

Balance at 31 August 2015

-

-

16

135

151

 

Due after one year

Property

Legal claims

Redundancy

Other

Total

£000

£000

£000

£000

£000

Balance at 1 January 2015

226

-

-

-

226

Provisions used or released during the period

(226)

-

-

-

(226)

Balance at 31 August 2015

-

-

-

-

-

 

 

Provisions and other amounts payable relating to discontinued business in 2014

 

At the balance sheet date the Directors have made provisions and recorded payables which due to their nature are judgemental. While the provisions reflect the Directors' best estimates of the likely outflow of funds there is a risk that additional amounts may be payable in a worst case scenario.

 

 

 

2015

2014

 

£000

£000

Current

 

 

Inter-company balances

Other trade payables

1,167

9

8,894

457

Non-trade payables and accrued expenses

541

1,060

 

 

1,717

10,411

 

 6 Trade and other payables

Notes to the unaudited interim parent company financial statements (continued)

 

7 Capital and reserves

Share capital

 

 

Number

 

 

 

In issue at 31 December 2014 and 31 August 2015 - fully paid

 

71,201,993

 

 

 

 

2015

2014

 

£000

£000

Allotted, called up and fully paid

 

 

A Ordinary shares of 2.5p

1,780

1,780

 

 

 

 

Shares classified in shareholders' funds

1,780

1,780

 

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital and the level of dividends to ordinary shareholders.

Share premium account £000

At 1 January 2015

 

 

 

18,025

Capital reduction

 

 

 

(18,025)

 

 

 

 

At 31 August 2015

 

 

 

-

 

 

 

 

 

 

At a general meeting on 23 December 2014 shareholders passed a special resolution approving a reduction of capital and the cancellation of the share premium account and capital redemption reserve. This was confirmed by an Order in the Court of Sessions, Scotland on 27 August 2015, and registered with Companies House on 28 August 2015.

 

Reserves

Castle Street Investments plc has two reserves other than share capital, namely retained earnings and merger reserve (where the difference between the consideration paid and the capital of the acquiree on any common control transaction is reflected).

 

 

Capital redemption reserve

£000

Retained

earnings

 

£000 

Merger reserve

 

£000

Total

 

 

£000

 

 

 

 

 

 

At 31 December 2014

 

347

(6,080)

(1,261)

(6,994)

Profit for the period

 

-

9,184

-

9,184

Capital reduction

 

(347)

18,372

-

18,025

 

 

At 31 August 2015

 

-

21,476

(1,261)

20,215

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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