4 Mar 2010 07:00
4 March 2010
Mission Capital plc
Preliminary Results for the year ended 30 September 2009
Chairman's Statement
Overview
At a General Meeting on 10 July 2009, shareholders approved the disposal of the Company's subsidiary Karspace Management Limited ("KML"). In the Circular sent to shareholders in advance of that Meeting, I indicated that, on the basis of KML's figures as at 31 May 2009, the consideration for the disposal would have been £1,378,000. In the event, on the basis of the comparable figures as at completion on 31 July, that consideration amounted to £1,282,832, which has been received. There was in the event no "Deferred Consideration" (as defined in the Circular), but there is an additional amount of £100,000 due on the return of our performance bond on a particular contract. This aggregate consideration of £1,382,832 is in all the circumstances a very satisfactory outcome. As a result, the Company's adjusted cash and receivables as at 30 September 2009 were £724,388.
This sale also provided an impetus for the settlement of the litigation with the former executive directors on reasonable and pragmatic terms, which the Company would have readily agreed a year earlier with far less destruction of shareholder value.
As mentioned last year, Jardine Lloyd Thompson, as the tenants of two-thirds of the Group's Gloucester property, Roebuck House, were granted an extension of their lease and an option for a lease on the remaining third. Sadly, they decided to satisfy their requirements elsewhere, and we are therefore about to have an empty building on our hands. We are investigating alternative uses for the building, but meanwhile have written down this asset to a nil equity value, which we judge to be its fair value.
Outlook
At the General Meeting referred to above, shareholders approved an investing policy in the same terms as that applicable at the time of the original admission of the Company's ordinary shares to trading on AIM, namely to make real estate investments. Under the AIM Rules for Companies, this policy must be implemented to the satisfaction of The London Stock Exchange by 31 July 2010, failing which trading in the Company's shares on AIM will be suspended for up to six months. Failing implementation by 31 December 2010, that admission to trading on AIM will be cancelled.
The Board has been actively investigating potential investments, but has not yet identified one which it considers appropriate to recommend to shareholders. It will continue its efforts in this regard, and in doing so will be mindful of the foregoing deadlines.
PHILIP GOLDENBERG
Chairman
Directors' Report
Principal activity and review of the business
The principal activity of Mission Capital Plc is a holding company of its trading subsidiaries.
The trading subsidiaries are Karspace Management Limited ("KML"), a company specialising in the provision of car park and traffic management services to both the public and private sectors, and Mission Capital (Gloucester) Limited, a property company. The sale of KML was approved by shareholders on 10 July 2009, and completed three weeks later.
Our key performance indicators are:
§ loss before tax of £1,045,643 (2008: £1,452,008)
§ basic and diluted loss per share of 0.967p (2008: 1.367p)
§ asset value per share of 1.32p (2008: 3.19p).
Results and dividends
The consolidated results of the Company for the year ended 30 September 2009 comprise gross turnover of £3.1 million (2008: £3.4 million), a loss on ordinary activities before taxation of £1.0 million (2008: loss £1.5 million), representing a basic and diluted loss per share of 0.967p (2008: loss 1.367p).
As at 30 September 2009, the Company had consolidated total assets of £1.4 million (2008: £3.4 million), which equated to total assets per share of 1.32p (2008: 3.19p).
The directors do not recommend payment of a dividend.
Review
A review of the business is contained in the Chairman's Statement above.
Management
The business of the Company has been managed by its board of Directors.
The group
Following the sale of KML, the Group's only trading subsidiary has been Mission Capital (Gloucester) Limited.
CONSOLIDATED INCOME STATEMENT
For the year ended 30 September 2009
|
|
|
|
| 2009 |
|
|
| 2008 |
|
|
| Discontinued | Continuing |
|
| Discontinued | Continuing |
|
|
|
| operations | operations | Total |
| operations | operations | Total |
|
|
| £ | £ | £ |
| £ | £ | £ |
|
|
|
|
|
|
|
|
|
|
| Gross turnover |
| 2,967,450 | 89,813 | 3,057,263 |
| 3,282,155 | 110,951 | 3,393,106 |
| Less: landlords' share of |
|
|
|
|
|
|
|
|
| parking receipts |
| (1,136,124) | - | (1,136,124) |
| (1,723,277) | - | (1,723,277) |
|
|
|
|
|
|
|
|
|
|
| Revenue |
| 1,831,326 | 89,813 | 1,921,139 |
| 1,558,878 | 110,951 | 1,669,829 |
|
|
|
|
|
|
|
|
|
|
| Cost of sales |
| (794,091) | - | (794,091) |
| (665,661) | (694) | (666,355) |
|
|
|
|
|
|
|
|
|
|
| Gross profit |
| 1,037,235 | 89,813 | 1,127,048 |
| 893,217 | 110,257 | 1,003,474 |
|
|
|
|
|
|
|
|
|
|
| Distribution costs |
| (90,753) | - | (90,753) |
| (129,823) | (11,508) | (141,331) |
| Administrative |
|
|
|
|
|
|
|
|
| expenses |
| (758,008) | (530,462) | (1,288,470) |
| (576,713) | (1,708,771) | (2,285,484) |
|
|
|
|
|
|
|
|
|
|
| Operating profit/(loss) |
| 188,474 | (440,649) | (252,175) |
| 186,681 | (1,610,022) | (1,423,341) |
|
|
|
|
|
|
|
|
|
|
| Other interest receivable |
|
|
|
|
|
|
| |
| and similar income |
| 8,163 | 946 | 9,109 |
| 24,752 | 2,969 | 27,721 |
| Interest payable and |
|
|
|
|
|
|
|
|
| similar charges |
| - | (42,337) | (42,337) |
| - | (56,388) | (56,388) |
|
|
|
|
|
|
|
|
|
|
| Profit/(loss) on ordinary |
|
|
|
|
|
|
| |
| activities before taxation | 196,637 | (482,040) | (285,403) |
| 211,433 | (1,663,441) | (1,452,008) | |
|
|
|
|
|
|
|
|
|
|
| Tax on profit/(loss) on |
|
|
|
|
|
|
|
|
| ordinary activities |
| (56,126) | 56,126 | - |
| (63,252) | 77,029 | 13,777 |
|
|
|
|
|
|
|
|
|
|
| Profit/(loss) on ordinary |
|
|
|
|
|
|
| |
| activities after taxation | 140,511 | (425,914) | (285,403) |
| 148,181 | (1,586,412) | (1,438,231) | |
|
|
|
|
|
|
|
|
|
|
| Disposal of subsidiary |
|
|
|
|
|
|
|
|
| undertaking |
| (760,240) |
| (760,240) |
| - | - | - |
|
|
|
|
|
|
|
|
|
|
| Net result from |
|
|
|
|
|
|
|
|
| discontinued operations | (619,729) |
|
|
| 148,181 |
|
| |
|
|
|
|
|
|
|
|
|
|
| Net result for the year |
| (619,729) | (425,914) | (1,045,643) |
| 148,181 | (1,586,412) | (1,438,231) |
|
|
|
|
|
|
|
|
|
|
| Attributable to |
|
|
|
|
|
|
| |
| shareholders of |
|
|
|
|
|
|
| |
| Mission Capital plc |
|
|
| (1,045,643) |
|
|
| (1,438,231) |
|
|
|
|
|
|
|
|
|
|
| Basic and diluted |
|
|
|
|
|
|
|
|
| earnings/(loss) per |
|
|
|
|
|
|
|
|
| share (pence) |
| (0.573p) | (0.394p) | (0.967p) |
| 0.141p | (1.508p) | (1.367p) |
CONSOLIDATED BALANCE SHEET
At 30 September 2009
|
|
|
|
| 2009 | 2008 |
|
|
|
|
| £ | £ |
| Non-current assets |
|
|
|
|
|
| Goodwill |
|
|
| - | 1,516,907 |
| Property, plant and equipment |
|
|
| - | 18,558 |
| Investment property |
|
|
| 700,000 | 850,000 |
| Long-term financial assets |
|
|
| - | - |
|
|
|
|
|
|
|
|
|
|
|
| 700,000 | 2,385,465 |
|
|
|
|
|
|
|
| Current assets |
|
|
|
|
|
| Trade and other receivables |
|
|
| 512,341 | 459,014 |
| Cash and cash equivalents |
|
|
| 212,047 | 601,444 |
|
|
|
|
|
|
|
|
|
|
|
| 724,388 | 1,060,458 |
|
|
|
|
|
|
|
| Total assets |
|
|
| 1,424,388 | 3,445,923 |
|
|
|
|
|
|
|
| Equity |
|
|
|
|
|
| Called up share capital |
|
|
| 1,081,749 | 1,081,749 |
| Share premium account |
|
|
| 3,960,673 | 3,960,673 |
| Equity reserve |
|
|
| 54,390 | 54,390 |
| Retained earnings |
|
|
| (4,450,075) | (3,404,432) |
|
|
|
|
|
|
|
| Total equity |
|
|
| 646,737 | 1,692,380 |
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Non-current |
|
|
|
|
|
| Borrowings |
|
|
| 653,471 | 713,177 |
|
|
|
|
|
|
|
| Current |
|
|
|
|
|
| Trade and other payables |
|
|
| 71,542 | 783,655 |
| Borrowings |
|
|
| 52,638 | 256,711 |
|
|
|
|
|
|
|
|
|
|
|
| 124,180 | 1,040,366 |
|
|
|
|
|
|
|
| Total liabilities |
|
|
| 777,651 | 1,753,543 |
|
|
|
|
|
|
|
| Total equity and liabilities |
|
|
| 1,424,388 | 3,445,923 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 September 2009
|
| Share capital | Share premium account | Equity reserve | Profit and loss account | Total equity |
|
| £ | £ | £ | £ | £ |
|
|
|
|
|
|
|
| Balance at 1 October 2007 | 1,030,672 | 3,654,208 | 87,023 | (1,998,834) | 2,773,069 |
| Issue of share capital | 51,077 | 306,465 | - | - | 357,542 |
| Loss for the year and total recognised income and expenditure for the year | - | - | - | (1,438,231) | (1,438,231) |
| Warrants exercised | - | - | (32,633) | 32,633 | - |
|
|
|
|
|
|
|
| Balance at 30 September 2008 | 1,081,749 | 3,960,673 | 54,390 | (3,404,432) | 1,692,380 |
| Loss for the year and total recognised income and expenditure for the year | - | - | - | (1,045,643) | (1,045,643) |
|
|
|
|
|
|
|
| Balance at 2009 | 1,081,749 | 3,960,673 | 54,390 | (4,450,075) | 646,737 |
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 September 2009
|
|
|
| 2009 | 2008 |
|
|
|
| £ | £ |
|
|
|
|
|
|
| Cash outflow from operations |
|
| (234,915) | (590,000) |
| Interest paid |
|
| (42,337) | (56,388) |
| Tax paid |
|
| - | (16,012) |
|
|
|
|
|
|
| Net cash outflow from operations |
|
| (277,252) | (662,400) |
|
|
|
|
|
|
|
|
|
|
|
|
| Investing activities |
|
|
|
|
| Additions to property, plant and equipment |
|
| (2,345) | (3,322) |
| Proceeds from sale of property, plant and equipment |
|
| - | 6,430 |
| Proceeds from sale of subsidiary undertaking |
|
| 900,000 | - |
| Costs of sale of subsidiary undertaking |
|
| (65,681) | - |
| Cash and cash equivalents disposed with subsidiary undertaking |
|
| (689,449) | - |
| Interest received |
|
| 9,109 | 27,721 |
|
|
|
|
|
|
| Net cash inflow from investing activities |
|
| 151,634 | 30,829 |
|
|
|
|
|
|
|
|
|
|
|
|
| Financing |
|
|
|
|
| Issue of share capital |
|
| - | 357,542 |
| Repayment of long-term borrowings |
|
| (69,660) | (36,712) |
| Repayment of finance lease liabilities |
|
| - | (8,762) |
|
|
|
|
|
|
| Cash (outflow)/inflow from financing activities |
|
| (69,660) | 312,068 |
|
|
|
|
|
|
| Net changes in cash and cash equivalents |
|
| (195,278) | (319,503) |
| Cash and cash equivalents, beginning of year |
|
| 407,325 | 726,828 |
|
|
|
|
|
|
| Cash and cash equivalents, end of year |
|
| 212,047 | 407,325 |
|
|
|
|
|
|
NOTES
1. Basis of preparation
The financial statements set out above in this preliminary announcement do not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The financial information has been extracted from the group's 2009 financial statements upon which the auditor's opinion is unqualified and does not include any statement under Section 248 of the Companies Act 2006.
The preliminary results have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The full IFRS accounting policies are included within the 30 September 2008 financial statements, and additional policies on going concern and discontinued activities, together with notes on critical judgements and key sources of estimation and uncertainty are as follows:
Going concern
The directors monitor the adequacy of working capital and regularly review forecasts to ensure that there are sufficient resources to meet anticipated requirements. The group's principal borrowings are in excess of five years and are secured on the investment property. The directors do not anticipate selling the investment property in the short term. Recognising this and bearing in mind other available cash resources, the directors are confident that the company has sufficient working capital to meet its liabilities as they fall due. Given this the directors believe that it is appropriate to prepare the accounts on a going concern basis.
Discontinued operations
Net results from discontinued operations
A discontinued operation is a component of the entity that either has been disposed of, or is classified as held for sale, and:
§ represents a separate major line of business or geographical area of operations
§ is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or
§ is a subsidiary acquired exclusively with a view to resale.
The results from discontinued operations, including prior year components of profit or loss, are presented in a single amount in the income statement.
The disclosures for discontinued operations in the prior year relate to all operations that have been discontinued by the balance sheet date for the latest period presented. Where operations previously presented as discontinued are now regarded as continuing operations, prior period disclosures are correspondingly re-presented.
Disposal of assets and discontinued operations
The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in the income statement. The gain or loss arising from the sale of non-current assets is generally included in "other income" or "other expense" in the income statement.
In the current reporting period, Mission Capital plc has disposed of its trading subsidiary, Karspace Management Limited. The business is presented as a discontinued operation.
Critical accounting judgements and key sources of estimation and uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Impairment of goodwill
Goodwill relating to Karspace Management Limited amounting to £1,495,000 has been eliminated at the point of disposal of this subsidiary undertaking during the year. There are a number of assumptions management have considered in performing their review of the remaining goodwill in respect of Mission Capital (Gloucester) Limited amounting to £21,907,as determining whether goodwill is impaired requires an estimation of the value of the cash generating unit to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value.
Investment property
Investment property comprises a commercial property in Gloucester held within a subsidiary undertaking. The directors have revalued the investment property at each year end. In the absence of directly comparable market evidence, the valuation of the property has been based on other factors such as opinion from property valuers, the expected occupancy of the property, and discounted cash flow projections based on reliable estimates of future cash flows, using discount rates that reflect current market assessments.
2. Losses per share
The calculation of the basic loss per share is based on the losses attributable to the shareholders of Mission Capital plc divided by the weighted average number of shares in issue during the period.
|
| Losses attributable to shareholders | Weighted average number of shares | Basic loss per share amount in pence |
|
| £ | £ | £ |
|
|
|
|
|
| Year ended 30 September 2009 | (1,045,643) | 108,174,900 | 0.967 |
|
|
|
|
|
| Year ended 30 September 2008 | (1,438,231) | 105,230,297 | 1.367 |
Fully diluted loss per share is also based upon the above figures as the warrants in issue are currently anti dilutive, but potentially dilutive in the future.
3. Notes to the cash flow statement
Cash flows from operating activities
|
| 2009 | 2008 |
|
| £ | £ |
|
|
|
|
| Loss before taxation | (1,045,643) | (1,452,008) |
|
|
|
|
| Adjustment for: |
|
|
| Depreciation | 10,825 | 29,553 |
| Impairment of goodwill | 21,907 | 454,570 |
| Loss on disposal of Property, Plant and Equipment | - | 49,624 |
| Loss on disposal of subsidiary undertaking | 760,240 | - |
| Decrease/(increase) in trade and other receivables | 159,166 | (5,076) |
| Decrease in value of investment property | 150,000 | 250,000 |
| (Decrease)/increase in trade and other payables | (324,638) | 54,670 |
| Interest received | (9,109) | (27,721) |
| Interest paid | 42,337 | 56,388 |
|
|
|
|
| Cash generated from operating activities | (234,915) | (590,000) |
4. REPORT AND ACCOUNTS
Copies of the annual report and accounts will be posted to the shareholders shortly and will be available at www.missioncapitalplc.co.uk.
| Enquiries: | |
| Mission Capital plc Philip Goldenberg
| 020 7291 8807 / 01483 765 377 |
| Arbuthnot Securities Limited, Nominated Adviser Tom Griffiths | 020 7012 2000 |