Lms Capital Regulatory News (LMS)

 4 August 2011

LMS Capital plc

Half Year Results for the six months to 30 June 2011

The Board of LMS Capital plc, ("LMS Capital" or "the Company"), is pleased to announce the Company's half year results for the six months to 30 June 2011. The most significant developments during the first half of the year were as follows:

Progress with strategy

·; Over the last 12 months our Net Asset Value per share has increased 12%, reflecting the successful implementation of our refocused strategy.

·; Owned EBITDA increased by 42% over the six month period compared to the prior year, reflecting the improved trading performance by our direct holdings as well as our requirement for greater focus on profit and cash generation.

·; Realisations of £40.6 million principally from funds and quoted investments in line with our strategy to release capital for direct investments.

·; Strong balance sheet - net cash of £30.5 million, bank facility of £15 million undrawn.

·; We are currently working on a number of attractive investment opportunities consistent with our strategy of acquiring profitable and growing companies.

Strong financial performance

·; Net Asset Value per share was 93p (31 December 2010: 90p). Net Asset Value was £252.4 million (31 December 2010: £245.0 million).

·; The consolidated profit from continuing operations for the period (including portfolio subsidiaries) was £5.2 million (six months ended 30 June 2010: £0.6 million).

·; The investment portfolio showed a net gain of £13.9 million (5.5%) (six months ended 30 June 2010: net loss of £8.8 million) before the effect of unrealised currency losses of £4.4 million (six months ended 30 June 2010: unrealised net currency gains of £9.6 million).

Glenn Payne, Chief Executive Officer of LMS Capital, said:

"LMS Capital has made considerable progress since the middle of 2010 in changing its strategic focus. We have exited non-performing investments, and achieved a double digit increase in Net Asset Value per share. During the first half of 2011 we have reduced our quoted and fund holdings to release capital for direct investments in profitable and growing companies. We expect this change to result in consistent and superior growth in Net Asset Value.

We offer a value proposition which differentiates us in the private equity industry - we provide long term capital and an ability to work with management to create superior returns. Our objective is for all amounts invested to generate, over extended periods, annual returns in excess of 15%, and remain confident that we are well positioned to deploy our capital in well chosen investments which reflect our refocused strategy."

For further information please contact:

LMS Capital plc 020 7935 3555

Glenn Payne, Chief Executive Officer

Tony Sweet, Chief Financial Officer

J.P. Morgan Cazenove Limited 020 7588 2828

Michael Wentworth-Stanley

Matrix Corporate Capital LLP 020 3206 7000

Paul Fincham

Robert Naylor

Brunswick Group LLP 020 7404 5959

Simon Sporborg

Fiona Micallef-Eynaud

About LMS Capital

LMS Capital is an investment company focused on investing in profitable and growing private companies where our involvement is additive to the value and performance of the company. Our focus is on small to medium sized companies in our preferred sectors of consumer, energy and business services. We partner with experienced managers in profitable, growing companies where we believe we can add value. We aim to grow our investments (and NAV) by 15%+ per annum without undue risk or investing in unproven businesses.

Our recent deal experience has confirmed to us that potential partners place great store on working with people who not only understand their business (typically through previous deals in the same sector) but also have themselves worked in operational management positions and who therefore understand and empathise with the role of management in a business partnership.

The Company's Net Asset Value at 30 June 2011 was £252.4 million - including the investment portfolio valued at £224.3 million and net cash of £30.5 million. Harvesting our legacy investments should produce the capital required to finance growth at our existing and new direct holdings.

www.lmscapital.com

Half year review 2011

Overview

Last year we reported a refocusing of our strategy: to acquire controlling stakes or positions of influence in profitable and growing companies run by experienced managers operating in sectors we know and where we believe we can add value. We shall use the expected net inflows of cash from our existing portfolio over the next few years (principally from our fund and quoted holdings) to support this strategy.

In the first half of 2011 our implementation of this strategy has proceeded as follows:

Direct investments

·; The performance of our direct investments is in line with our long term growth objective and contributed £6.9 million net to our Net Asset Value being a 9% increase over their valuation at 31 December 2010. This gain comprises an £8.1 million increase in valuation combined with £1.2 million of adverse currency movements. Key contributors were:

o HealthTech Holdings - £3.1 million increase - has continued to perform strongly with revenues and profits significantly ahead of the prior year.

o Apogee - £2.2 million increase - has also generated revenues and profits significantly ahead of last year. This improvement combines organic growth and the benefit of small, internally funded bolt-on acquisitions.

o Entuity - £1.7 million increase and Updata - £1.5 million increase - are included under Portfolio subsidiaries and discussed later in his report.

·; Owned EBITDA increased as a result of a greater focus on profitability and improved trading at each company. In aggregate the Owned EBITDA of £5.3 million is an improvement of 42% on the first half of 2010. Owned EBITDA is our share of the EBITDA of each of the direct investments in our portfolio (including investments by San Francisco Equity Partners) based on our % stake. It is not derived from the consolidated financial information.

·; We completed the exits of the underperforming legacy investments Kizoom and Coppereye at no impact on our Net Asset Value.

Quoted

·; We realised £30.2 million from our quoted portfolio, comprising:

o £22.9 million from the sale of our interest in ProStrakan Group plc following that company's acquisition by KHK in April. This resulted in a gain of £4.7 million over our 31 December 2010 carrying value;

o £5.0 million from the sale of 80% of our interest in Gulfmark Offshore, realising a gain of £1.1 million;

o £2.3 million form the sale of other, smaller holdings.

·; At the end of June our remaining quoted holdings were valued at £32.4 million (31 December 2010: £63.2 million), of which our interest in Weatherford International at £24.0 million is the principal element. The Weatherford share price performed poorly in the first half of the year - the price at the end of June was significantly lower than at December 2010 which, together with the related currency impact, reduced our NAV per share in the first six months by 2p. We continue to hold our stake, in the absence of a need for cash, in the expectation of recovery in the short to medium term.

Funds

·; We sold seven of our stakes in private equity funds located in the UK, US and Europe for aggregate gross consideration of £14.6 million which represented 97% of book value at 31 December 2010. Exiting these funds reduced our outstanding capital commitments by £6.8 million.

·; Distributions from funds of £6.0 million were received in the period.

·; We have not made any new fund commitments. By focusing on direct deals we have more control over our capital, we minimise fees to other managers and we play to our strength - we have permanent capital and will use the power of compound returns to our advantage. Our current uncalled fund commitments continue to decrease and at 30 June stand at a maximum of £27.5 million (down from £40.7 million at the end of 2010); in our experience this will turn out to be less.

Deal flow

·; In the first half of 2011, we considered around fifty deal opportunities, of which 80% met our core deal criteria; this level is broadly unchanged from last year. However, we issued term sheets on nine investment opportunities, which are at various stages of consideration. We are seeing more deals that fit our investment criteria: size, profitability and sector.

Results

For the six months to 30 June 2011, the return on our portfolio was as follows:

The movements in the investment portfolio in the six months ended 30 June 2011 were as follows:

Additions to the portfolio in the first six months of 2011 were as follows:

Unrealised gains/(losses) in the first half of the year were as follows:

The unrealised foreign currency losses are principally in respect of the US dollar. It is the Board's current policy not to hedge the Company's underlying non-sterling investments - our policy is to make good long-term investments wherever they reside.

In the six months to 30 June 2011 Net Asset Value increased to £252.4 million or 93p per share from £245.0 million or 90p per share at 31 December 2010; over the past 12 months our reported Net Asset Value per share grew by 12%. We believe that the results underlying this figure demonstrate that our strategy should be value enhancing in the medium term. As we exit passive holdings in quoted and fund investments our active involvement in each investment will be reflected in disciplined capital allocation.

The valuation gains/losses on direct investments reflect the results of the directors' valuation as at 30 June 2011. They relate principally to Apogee, Entuity, Updata and HealthTech which have continued to perform well in the first half of the year.

Details of our largest investments by valuation at 30 June 2011, representing about 72% of the total portfolio, are set out on page 8.

We repaid our bank debt and at 30 June 2011 had net cash of £30.5 million (31 December 2010: net debt of £5.0 million); our borrowing facility of £15 million was undrawn. The Company had uncalled commitments to funds of £27.5 million at that date although our experience suggests that the full amount of each fund commitment is rarely drawn. We expect these funds to be called over the next three to five years.

Portfolio subsidiaries

The half year financial information includes the consolidation of portfolio companies which are also subsidiaries ("portfolio subsidiaries"). Note 2 to the financial information includes an analysis of the results and net assets of the investment management business and reconciles these to the consolidated results including the portfolio subsidiaries.

The increase in consolidated revenues for the first six months of 2011 compared to the corresponding period in 2010 reflects the overall improved performance of the portfolio subsidiaries as well as the inclusion of Nationwide Energy Partners (acquired in May 2010) for six months, which is also reflected in the increase in consolidated operating expenses compared to the first half of 2010.

The consolidated profit from continuing operations has improved significantly over the corresponding period last year, reflecting:

·; a positive valuation result in the investment management business;

·; our focus on improving profitability in the direct holdings; and

·; the exits from underperforming businesses.

As regards the individual companies:

·; Updata's revenues in the first half were £11.2 million, a 6% decrease on the corresponding period last year. This was expected as the business moves to a much higher proportion of recurring rental revenues, away from installation revenues earned at the inception of a contract. For the year ended 30 June 2011, rental revenues were 65% of total revenues, compared with 47% a year ago. This proportion is expected to increase to 75% in the coming year.

·; Nationwide Energy Partners grew revenues by 15% compared to the first half of 2010 which resulted in an EBITDA improvement of 10% for the same period.

·; Entuity achieved revenues 33% ahead of the first half of 2010, resulting in significantly improved profitability.

·; At Wesupply, revenues were 12% higher than the first half last year and the company continues to trade profitably.

·; ITS has seen its operations slimmed down in terms of scope and cost base - revenues in the first half were 22% ahead of last year which meant its losses were significantly reduced.

Principal risks and uncertainties

The principal risks and uncertainties that affect the Group are described on pages 22 and 23 of the Group's Annual Report for the year ended 31 December 2010. 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 our refocused strategy we remain confident and well prepared for the future. We have already achieved a significant reduction in the level of third party funds and related uncalled commitments by use of the secondary market and we expect further reductions in the medium term as capital is returned. We also expect further liquidity from our quoted portfolio.

We will invest in direct investments where we can control management and capital, provide insight and oversight and, subject to available opportunities, make follow on investments in these portfolio companies. We continue to see a number of investment opportunities but are cautious in our approach. We seek to invest up to £30 million (via initial investment and subsequent expansion capital) in companies which have a history of growth and profits, an experienced management team and are in the sectors of energy, consumer, or business services: these are areas where we can demonstrate we are the partner of choice and believe we can add real value.

In 2011 we have seen the benefit of the change in focus that we expect to result in consistent and superior growth in NAV. However, as we seek new investments we are ever conscious of the macroeconomic environment and are aware of the current difficulties facing the US and the UK (our primary geographies of focus).

Robert A Rayne Glenn Payne

Chairman Chief Executive Officer

4 August 2011

LMS Capital plc

Major investments by valuation - 30 June 2011

*San Francisco Equity Partners manages these investments

Condensed consolidated income statement

The notes on pages 14 to 23 form part of these financial statements.

Condensed consolidated statement of

comprehensive income

The notes on pages 14 to 23 form part of these financial statements.

Condensed consolidated statement

of financial position

The financial statements on pages 9 to 23 were approved by the Board on 4 August 2011 and were signed on its behalf by:

G Payne

Director

The notes on pages 14 to 23 form part of these financial statements.

Condensed consolidated statement

of changes in equity

Six months ended 30 June 2011

Six months ended 30 June 2010

The notes on pages 14 to 23 form part of these financial statements.

Condensed consolidated cash flow statement

 The notes on pages 14 to 23 form part of these financial statements.

Notes to the financial information

1. Principal accounting policies

Reporting entity

LMS Capital plc ("the Company") is domiciled in the United Kingdom. These condensed consolidated financial statements are presented in pounds sterling because that is the currency of the principal economic environment of the Company's operations. The condensed consolidated financial statements of the Company for the six months ended 30 June 2011 comprise the Company and its subsidiaries (together "the Group").

These condensed consolidated financial statements do not constitute the statutory accounts of the Group within the meaning of section 434(3) and 435(3) of the Companies Act 2006. The comparative figures for the financial year ended 31 December 2010 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditors and delivered to the registrar of companies. The report of the auditors 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) of the Companies Act 2006.

The Company was formed on 17 March 2006 and commenced operations on 9 June 2006 when it received the demerged investment division of London Merchant Securities. The consolidated financial statements are prepared as if the Group had always been in existence. The difference between the nominal value of the Company's shares issued and the amount of the net assets acquired at the date of demerger has been credited to merger reserve.

The Company is an investment company but because it holds majority stakes in certain investments it is required to prepare group accounts that consolidate the results of such investments. The results of the Group's investment business on a stand alone basis are set out in Note 2.

Statement of compliance

These condensed consolidated financial statements have been prepared in accordance with IAS 34: Interim Financial Reporting as adopted by the EU. They do not include all of the information required for full annual financial statements and should be read in conjunction with the annual financial statements for the year ended 31 December 2010 which were prepared in accordance with International Financial Reporting Standards as adopted by the EU("Adopted IFRS").

As required by the Disclosure and Transparency Rules of the Financial Services Authority, the condensed consolidated financial statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2010.

Taking account of the financial resources available to the Group, the directors believe that the Group is well placed to manage its business risks successfully. After making enquiries the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the condensed consolidated financial statements for the six months ended 30 June 2011.

Notes to the financial information

1. Principal accounting policies (continued)

These condensed consolidated financial statements were approved by the Board of Directors on 4 August 2011.

Significant accounting policies

Except as described below, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 December 2010.

Basis of consolidation

The financial statements comprise the financial statements of the Company and its subsidiary undertakings up to 30 June 2011. The Company's subsidiary undertakings fall into two categories:

o Investment companies through which the Group conducts its investment activities; and

o Certain portfolio companies which form part of the Group's investment activities but which, by virtue of the size of the Group's shareholding or other control rights, fall within the definition of subsidiaries under Adopted IFRS ("portfolio subsidiaries"). The portfolio subsidiaries are included within the consolidated financial information although they continue to be managed by the Group as investments held for capital appreciation. Note 9 includes details of the companies concerned.

Use of estimates and judgements

The preparation of condensed consolidated 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.

Discontinued Operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative consolidated income statement is restated as if the operation has been discontinued from the start of the comparative period.

Notes to the financial information

2. Operating segments

The information below has been prepared using the definition of an operating segment in IFRS 8: Operating Segments. The Group determines and presents information on operating segments based on the information that is provided internally to the directors to enable them to assess performance and allocate resources.

As an investment company, the Group's primary focus is on the performance of its investment management business. Financial information for this segment is prepared on the basis that all investments are accounted for at fair value.

The information set out below therefore presents summarised financial information for the investment management business on a stand alone basis, together with the adjustments arising from the summarised results and financial position of the portfolio subsidiaries.

The consolidation adjustments included below reflect the adjustments necessary to restate the portfolio subsidiaries from the basis included in the investment management segment (investments carried at fair value) to full consolidation in the Group's financial statements.

Segment profit or loss

Notes to the financial information

2. Operating segments (continued)

Segment net assets

The net asset value of the investment management business at 30 June 2011 is wholly attributable to the equity holders of the parent.

Notes to the financial information

2. Operating segments (continued)

The net asset value of the investment management business at 31 December 2010 is wholly attributable to the equity holders of the parent.

The carrying amount and gain and losses of the investments of the investment management business can be further analysed as follows;

Notes to the financial information

2. Operating segments (continued)

Revenues

The Group's revenues to external customers comprise:

3. Discontinued operations

In April 2011 the Group sold its entire interests in CopperEye Limited and Kizoom Limited.

Results of discontinued operations

Notes to the financial information

3. Discontinued operations (continued)

Cash flows from/(used in) discontinued operations

Effect of disposals on the financial position of the Group