MCAP.L Regulatory News (MCAP)

25 Jun 2007 07:01

Mission Capital PLC25 June 2007 MISSION CAPITAL PLC INTERIM RESULTS FOR THE 6 MONTHS ENDED 31 MARCH 2007 Chairman's Statement I am pleased to announce the interim results of Mission Capital for the sixmonths ended 31 March 2007. These include a loss on ordinary activities beforetaxation of £211,080 representing a basic and diluted loss per share of 0.209p.The company will not be paying an interim dividend. Since the Company's shares were admitted to trading on AIM in December 2005,your Managing Director Emma Sinclair and I have been taking appropriate steps tobuild Mission Capital. At the same time as the Company was admitted to AIM, itraised £3.0 million through a placing of 60,500,000 new shares at 5p per share.Since then, we have announced four transactions and in doing so, have raised theCompany's profile significantly. In June 2006, we acquired Karspace Management Ltd (KML), a privately ownedcompany specialising in the provision of car park and traffic managementservices to both the public and private sector, for a maximum consideration of£2.6 million. This comprised an initial consideration of £1.9 million, of which£1.2m was in cash and the balance by the issue of 10,370,370 new ordinaryshares. The deferred consideration of up to £0.7m was subject to thesatisfaction of two conditions. The first related to the resolution of an issuein respect of an existing contract between KML and a local authority. Onceconcluded satisfactorily this would trigger the release of up to £0.4 million ofwhich £0.2 million would be paid in cash, and an equal amount by the issue ofnew ordinary shares at 6.75p per share. We announced on 2 November 2006 that the Board had authorised the release of£0.2 million payable half in cash and half through the issue of 1,481,481 newordinary shares. Further progress has now been made for the Board to authorisethe payment of a further £0.05 million in cash and £0.05 million by the issue ofa further 740,741 new ordinary shares at 6.75p per share. KML made a pre-tax profit of £0.289 million for the year ended 31 March 2007(2006: £0.254 million). This will result in an additional payout to the vendorsof KML of deferred consideration of £0.2 million, pursuant to the terms of theshare purchase agreement, payable as to £0.178 million in cash and the balanceby the issue of 283,871 new ordinary shares at 7.75p per share. Last month, we acquired the database of BCM, a private car parking company,which had gone into administration. This gave us access to a list of car parkingsites which were without management. An aggressive marketing drive was promptlyconducted to assess new business opportunities as well as to introduce KML tonew clients. I am pleased to advise you that this provided KML with a number ofnew business leads and through this source, a car parking contract from a majorowner on the fringe of the City of London has just been secured. We are workingwith the management of KML to pursue additional private and public sectorcontracts as well as further car parking sites, as we intend to become asignificant operator in the car parking sector. You may recall that in our annual report we referred to the acquisition of theordinary share capital of First Property Trading, now known as Mission Capital(Gloucester) Limited. This company owns a multi-let office building inGloucester, the majority of which is let to Jardine Lloyd Thompson until June2009. We are looking to maximise its potential and we have instructed architectsto advise on either a potential refurbishment or redevelopment in the event thatthe leases are not renewed. In December 2006 we made an investment of £l.0 million by taking a 20 per centstake in Athens Investments Holding Group Limited with our joint venturepartners, Chelsfield Partners LLP, contributing £4.0 million. This is a newlycreated special purpose vehicle which was formed to purchase a portfolio of fourproperties for £36m in Maidstone, Swindon, Tonbridge and Haverhill for anaggregate of £36 million and on which our subsidiary company Mission Real Estatehas the management contract. We are incentivised in respect of the managementand potential profit of the portfolio which is being actively managed. In January 2007 we sold our entire shareholding in Abraxus Investments plc whichcomprised 10,041,740 ordinary shares representing 29.15 per cent of the issuedshare capital at 6.5p per share for a total of £652,000 in cash, producing aprofit of £4,000. This was particularly gratifying as our shareholding had beenacquired solely for ordinary shares in Mission Capital and not only did we sellfor cash but we obtained a 58 per cent. premium over the prevailing market shareprice. Since our listing we have invested most of the monies raised. We believe thatour strategy to date of investing in a car parking company, a business which isin a growth sector and in properties that require active management, willproduce significant returns for our shareholders. We are looking hard atpossible corporate opportunities both in the car parking and real estatesectors. The effects of the new Accounting Standard FRS 20 relating to share basedpayments, our share of the loss in our associate company Athens and theamortisation of goodwill in respect of the acquisition of KML does, in myopinion, give somewhat of a distorted view of our financials. Whilst all ofthese are required under Accounting Standards, these items are all of a non-cashnature. I would like to thank the directors and staff of Mission Capital and KML whohave been extremely supportive. The first eighteen months have been exciting andacquisitive and we intend to replicate this going forward. NEIL SINCLAIRCHAIRMAN25 JUNE 2007 MISSION CAPITAL PLCCONSOLIDATED PROFIT AND LOSS ACCOUNTFOR THE 6 MONTHS ENDED 31 MARCH 2007 Unaudited Unaudited Audited 6 months to Period to Period to Notes 31 March 31 March 30 September 2007 2006 2006 £ Restated £ Restated £ Gross revenues 2,814,920 - 1,683,836Less: landlords' share of parking receipts (1,276,553) - (869,287) --------- -------- --------- Net turnover 1,538,367 - 814,549Cost of Sales (930,705) - (484,164) --------- -------- --------- Gross profit 607,662 - 330,385Distribution costs (77,870) - (43,894)Administrative expenses (721,240) (153,833) (642,435) --------- -------- ---------Operating loss (191,448) (153,833) (355,944)Share of operating profit in associate 57,951 - -Interest receivable (group) 28,575 36,859 94,167Interest receivable (associate) 2,028 - -Interest payable and similar charges(group) (25,847) - (614)Interest payable and similar charges (associate) (82,339) - - --------- -------- ---------Loss on ordinary activities beforetaxation (211,080) (116,974) (262,391)Taxation - - (11,355) --------- -------- --------Loss for the financial period (211,080) (116,974) (273,746) Basic and diluted loss per share 2 (0.209p) (0.242p) (0.392p) There were no recognised gains and losses other than the loss for the financialperiod. CONSOLIDATED BALANCE SHEETFOR THE 6 MONTHS ENDED 31 MARCH 2007 Unaudited Unaudited Audited 6 months to Period to Period to Notes 31 March 31 March 30 September 2007 2006 2006 £ Restated £ Restated £Fixed assetsIntangible assets 1,922,789 - 2,067,117Tangible assets 127,043 - 89,787Investment in associate 3 1,183,780 - -Investments 4 - 628,874 648,166 --------- --------- --------- 3,233,612 628,874 2,805,070Current assetsStock 1,200,000 - 1,200,000Debtors 675,886 24,141 617,403Cash at bank and in hand 1,154,953 2,962,544 2,047,961 --------- --------- --------- 3,030,839 2,986,685 3,865,364 Creditors: amounts falling due within one year (1,216,631) (19,921) (1,080,086) --------- --------- ---------Net current assets 1,814,208 2,966,764 2,785,278 --------- --------- --------- Total assets less current liabilities 5,047,820 3,595,638 5,590,348 --------- --------- ---------Creditors: amounts falling due aftermore than one year (782,743) - (814,191) Provisions for liabilities (100,000) - (500,000) --------- --------- --------- 4,165,077 3,595,638 4,276,157 --------- --------- ---------Capital and reserves Called up share capital 1,013,018 874,886 998,203Share premium account 3,549,862 2,750,703 3,464,677Equity reserve 87,023 87,023 87,023Profit and loss account (484,826) (116,974) (273,746) --------- --------- ---------Shareholders' funds - equity interests 4,165,077 3,595,638 4,276,157 --------- --------- --------- CONSOLIDATED CASH FLOW STATEMENTFOR THE 6 MONTHS ENDED 31 MARCH 2007 Unaudited Unaudited Audited 6 months to Period to Period to Notes 31 March 31 March 30 September 2007 2006 2006 £ £ £ Net cash outflow from operating 5 (195,393) (71,030) (168,585)activities Returns on investments and servicing of financeInterest received 28,575 36,859 94,167Interest paid (25,847) - (614) ---------- --------- ---------- Net cash inflow from returns on investments and 2,728 36,859 93,553servicing of finance Taxation (56,997) - - Capital expenditure and financial investmentPayments to acquire tangible fixed assets (66,291) - (6,670)Payments to acquire investments (1,206,140) - -Receipt from sale of investment 652,000 - - --------- -------- ----------Net cash outflow from capital expenditure and (620,431) - (6,670)financial investment Acquisitions and disposalsPurchase of subsidiary undertakings (net of cash acquired) (4,360) - (887,649) --------- --------- ---------Net cash outflow before management of liquid resources and financing (874,453) (34,171) (969,351) FinancingIssue of ordinary share capital - 2,996,715 3,178,001Cost of share issue - - (181,286) ---------- --------- ---------Issue of shares - 2,996,715 2,996,715Capital element of hire purchasecontracts (11,592) - (3,676)Capital element of loans repaid (18,954) - - Net cash (outflow)/inflow from financing (30,546) 2,996,715 2,993,039 --------- --------- --------- (Decrease)/increase in cash in the period (904,999) 2,962,544 2,023,688 --------- --------- --------- NOTES TO THE FINANCIAL STATEMENTSFOR THE 6 MONTHS ENDED 31 MARCH 2007 1. Financial InformationThe interim results for the six months ended 31 March 2007 are unaudited and do not constitute accounts within the meaning of section 240 of the Companies Act 1985. The interim results have been drawn up using accounting policies and presentation consistent with those applied in the audited accounts for the period ended 30 September 2006, except for the changes resulting from theadoption of FRS20 ("share based payments") as disclosed below. The comparativeinformation contained in this report for the periods ended 31 March 2006 and 30 September 2006 does not constitute the statutory accounts for that financial period. The accounts to 30 September 2006 have been reported on by the Company'sAuditors, Grant Thornton UK LLP, and delivered to the Registrar of Companies. The report of the Auditors was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. 2. Basic and diluted loss per shareThe calculation of loss per share is based on the loss for the financial perioddivided by 100,984,314 shares (period ended 31 March 2006, 48,319,385 shares, period ended 30 September 2006, 69,850,811 shares) being the weighted average of shares in issue during the period. The comparative loss per share calculations have been restated for the FRS 20 Share Based Payment charge(see note 7 below). Fully diluted loss per share is also based upon the above figures as there areno dilutive potential ordinary shares in issue. 3. Fixed Asset - Investment in AssociateThis represents the investment by Mission Capital Plc in Athens Investments Holding Group Limited, giving Mission Capital Plc a holding of 20% in the issued share capital. This investment includes goodwill arising on acquisition of £206,140. Mission Capital Plc's share in the consolidated net assets of Athens Investments Holding Group Limited is as follows; Unaudited Unaudited Audited 6 months to Period to Period to 31 March 31 March 30 September 2007 2006 2006 £ £ £ Gross assets 8,171,655 - -Liabilities due within one year (118,176) - -Liabilities due after more than (7,075,839) - -one year --------- -------- --------- 977,640 - - --------- -------- --------- 4. Fixed Asset InvestmentsIn January 2007 the Group disposed of its holding in Abraxus InvestmentPlc for cash consideration of £652,000. 5. Reconciliation of operating loss to net cash outflow from operating activities Unaudited Unaudited Audited 6 months to Period to Period to 31 March 31 March 30 September 2007 2006 2006 £ Restated £ Restated £ Operating loss (191,448) (153,833) (355,944)Depreciation of tangible fixed assets 28,537 - 19,320Amortisation of goodwill 48,688 - 33,603Profit on disposal of fixed assets (3,339) - -Share based payment charges - 87,023 87,023Increase in debtors (58,483) (24,141) (205,023)(Decrease)/increase in creditors (19,348) 19,921 252,436 -------- ------- ------- Net cash outflow from operating (195,393) (71,030) (168,585)activities -------- ------- ------- 6. Major non-cash transactionsOn 9 November 2006 Mission Capital Plc allotted 1,481,481 new ordinary sharesof 1p each at 6.75p per share as part of the deferred consideration on the acquisition of Karspace Management Limited. 7. WarrantsOn 29 November 2005, the Company issued 13,620,656 warrants to acquire shares. The warrants are exercisable at a price of 7p per share with an expiry date of 29 November 2010. No warrants were exercised in the 6 months to 31 March 2007. During the period the Company adopted FRS20. Under the new standard warrants are expensed during the vesting period, and this has resulted in a restatement of the comparative figures as follows; Unaudited Audited Period to Period to 31 March 30 September 2006 2006 £ £ Operating loss as previously stated (66,810) (268,921)FRS 20 Share Based Payment charge (87,023) (87,023) ------- ------- Operating loss as restated (153,833) (355,944) ------- ------- The related credit has been shown in each balance sheet as an equity reserve. 8. Financial InformationThe financial information set out above does not constitute financial statements. The financial information for the 6 months ended 31 March 2007 is unaudited. This interim report is being sent to all shareholders and will be available to the public from the company's registered office, 29/30 FitzroySquare, London, W1T 6LQ, and will be available from the Company's website at www.missioncapital.com. END This information is provided by RNS The company news service from the London Stock Exchange