17 Mar 2010 07:00
SGM
17 March 2010
Sigma Capital Group plc
("Sigma", "the Group" or "the Company")
Preliminary Results for the year ended 31 December 2009
Sigma Capital Group plc, the specialist asset management and advisory group focused on venture capital, property and the commercialisation of university IP, is pleased to announce its audited preliminary results for the year ended 31 December 2009.
Key Points
Financial:
·; Profit before tax - £0.9m (2008: loss before tax £0.5m)
·; Revenue from services - £2.4m (2008: £4.7m)
·; Earnings per share - 3.68p (2008: loss per share - 1.51p)
·; Cash balances - £3.6m (2008: £3.8m)
·; Net assets per share - 19.3p (2008: 15.5p)
·; Maiden dividend - 0.2p per share
·; Overheads reduced by 25%
Note: certain of the 2008 figures shown above have been restated. See note 3 for details.
Operational:
·; Venture capital fund management business:
- 8 transactions completed in the portfolio with a total investment of £8.0m; £1.4m from Sigma managed funds and £6.6m from third party investors
- 19 portfolio companies currently held in Sigma managed funds. Total investment of over £75m of which £16.4m has been from Sigma managed funds. The Group's investment in the funds is held at £1.7m on its balance sheet
·; Property activity:
- Completion of SI Property Limited Partnership No 7
- Management team strengthened in property investment and property asset management
·; Commercialisation of university IP:
- Demerger and listing on PLUS of wholly-owned university IP commercialisation subsidiary, Frontier IP Ltd, realising a gain of £3.6m
- Successful placing of new shares in Frontier IP Group Plc to raise £0.6m (gross)
- Retained majority control of PLUS-quoted vehicle, Frontier IP Group Plc
- Establishment and First Closing of the first two dedicated private equity funds for investment in spin-out opportunities from two current university partners
- First investment by Frontier fund in university partner spin-out
- Equity grant in two spin-out companies from existing university partnerships
·; Growth prospects remain positive although the trading environment is challenging
David Sigsworth, Chairman, said:
"In what was clearly a difficult environment for business with a great deal of uncertainty in 2009, these are creditable results. We have managed to contain the costs within the business very well, maintain a strong balance sheet and create value for shareholders.
While the environment we work in is now more settled, market conditions remain difficult. Despite this we start 2010 in a strong position, financially and strategically, with a strengthened team across our business and see some significant growth opportunities for the Group."
Enquiries
| Sigma Capital Group plc | Graham Barnet, Chief Executive Marilyn Cole, Finance Director | T: 020 7448 1000 (today) T: 0131 220 9444 (thereafter) |
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| Biddicks | Katie Tzouliadis | T: 020 7448 1000 |
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| Arbuthnot Securities | Tom Griffiths/ Neil Kirton | T: 020 7012 2000 |
Company website: www.sigmacapital.co.uk
Sigma Capital Group plc
Preliminary Results
for the year ended 31 December 2009
Chairman's Statement
Introduction
The trading environment in the year remained challenging and while a substantial part of the year was spent securing our existing value and reducing the costs within the Group, I am pleased to report that the Group moved back into profit and we also finished the year with substantial work in progress in all three areas of the business. As a response to the opportunities ahead of us, we have significantly increased our expertise in the property division and are in the process of strengthening the team in our venture capital business.
Two key events in the year were the de-merger of the Group's university IP commercialisation activities into a PLUS-quoted vehicle and the completion of the Group's seventh property limited partnership. As part of this completion, the Group subscribed £2.1m of its fee for equity in this property partnership which, together with its existing investment, gives it a 19.3 per cent. holding in the partnership. We have however taken a cautious view of the current value of this holding and have provided for it in full in the Group's balance sheet as at 31 December 2009.
The Group's financial position remains very robust with net cash balances, nil borrowings and net assets per share at the end of the year ahead of forecasts. We remain greatly encouraged by the opportunities available to us although, in the current environment, the timing and visibility of our work in progress remains hard to predict with any certainty.
Results
In line with expectations, the Group moved into profit in the year, generating a profit before tax of £0.9m (2008: loss - £0.5m). This is a pleasing result, especially after our provision of £2.6m against the holding in our seventh property partnership. The result also reflects the realised gain of £3.6m on the sale of the Group's investment in its university IP commercialisation subsidiary, Frontier IP Limited, as well as a decrease of 25 per cent. reduction in overheads.
The Group's total revenue for 2009 was £3.5m (2008: £3.7m) with revenue from services for the year of £2.4m (2008: £4.7m), representing a reduction of 49 per cent. compared with the prior year. Revenues from the venture capital fund management business reduced by £0.6m, some 25 per cent., and the property division revenue fell by £1.8m, some 71 per cent.
Net assets per share at the year end were higher than expected at 19.3p (2008: 15.5p) and the balance sheet remains very strong, with significant cash resources, which at the year-end stood at £3.6m (2008: £3.8m).
Maiden dividend
The Directors are pleased to declare the payment of a maiden interim dividend of 0.2p per share for the year ending 31 December 2010. This dividend will be paid on 1 April 2010 to shareholders on the register on 26 March 2010. It is unlikely that any further dividend will be paid for the year ending 31 December 2010.
Operational Review
Sigma's activities fall into three areas: venture capital fund management, property and commercialisation of university IP.
Venture Capital Fund Management
Sigma manages and is an investor in four venture capital funds, the Sigma Technology Venture Fund, ("Venture Fund"), the Sigma Innovation Fund (East of Scotland) ("Innovation Fund"), the Sigma Sustainable Energies Fund ("Sustainable Energies Fund") and the Sigma Sustainable Energy Fund II ("Sustainable Energy Fund II").
Sigma's venture capital fund management business is now almost wholly focused on clean energy and energy efficiency. Our investment activities are enhanced in this area by two strategic partnerships with Scottish and Southern Energy plc in the UK and EDP S.A. in mainland Europe. We expect these partnerships to be of significant value to the Group both for its current funds and for future projects. They also substantially enhance our due diligence resources and technical and commercial services. Sigma intends to increase its presence in clean energy and energy efficiency by launching other types of funds outside the venture capital arena.
The three historic funds (Venture Fund, Innovation Fund and Sustainable Energies Fund) have now reached the end of their investment period and are closed to new investment. Although no longer investing in companies, these funds still generate fund management fees and provide the prospect of profit share through carried interest arrangements. In addition, as Sigma is an investor in all of these funds, there remains a potential return on investment for the Group.
There are currently 19 portfolio companies held by these historic funds and our flagship fund, Sustainable Energy Fund II. These companies have received a total investment of over £75m of which £16.4m has come from Sigma's funds. Sigma has a direct exposure totalling £1.7m in the funds' portfolio companies and we remain positive about their prospects.
During the year, the Sustainable Energy Fund II completed one new investment and one follow-on investment, investing a total of £1.4m, with third party investors investing an additional £5.1m. The venture capital funds disposed of their investment in two portfolio companies during the year. In February 2010, two of our portfolio companies, Aquamarine Power Ltd and Pelamis Wave Power Ltd, were identified by the Carbon Trust as amongst six of the Most Promising Technology companies in the marine energy sector. As a result, Aquamarine Power Ltd and Pelamis Wave Power Ltd will receive a combined total of £9.9m from the Marine Renewables Proving Fund, a £22m fund set up by the UK Government Department of Energy and Climate Change and which is managed by the Carbon Trust. This was followed in March 2010 with the two companies securing exclusive rights from the Crown Estate to develop a combined total of 350MW of wave energy generation. This award was as part of the world's first commercial leasing programme for wave and tidal energy generation projects which was undertaken by the Crown Estate and has resulted in developers securing rights for sites capable of delivering 1.2GW of marine energy, enough electricity to meet the needs of up to three quarters of a million homes.
Property
The Group's property investment management activity is transacted through its wholly owned subsidiary, Strategic Investment Management Limited.
2009 was another difficult year in the commercial property markets although a recovery of sorts for prime assets became apparent in the latter part of the year. The developer of the property owned by our seventh limited partnership was placed into provisional liquidation in December 2009 before the development had been completed. We are working with the construction company and with the partnership's bank to complete the development and with the bank to restructure the financing of the development. The Group owns 19% of the equity position in that partnership at a cost of £2.6m. However, we currently hold the investment in our books at nil value. Assuming that the restructuring is successful, the Group should see a return of value over the next few years.
Since the year-end, the management team has been strengthened with two senior appointments who have many years experience in property investment and asset management. This has significantly broadened our property expertise, enabling us to look at a wider range of opportunities in the market to manage funds and assets in addition to the private client led partnerships which we have undertaken to date.
Overheads in the property subsidiary have been contained and, on current activity levels, we project overheads in 2010 to be similar to the prior year. We see a range of significant opportunities in the market and remain confident of taking advantage of at least one of these opportunities during the current financial year.
University IP Commercialisation
Sigma's university IP commercialisation activity is carried out through its 77.4 per cent. owned subsidiary, Frontier IP Group Plc ("Frontier" or "the Frontier Group"). The Frontier Group has two preferential, long-term university partnerships in place, with Robert Gordon University and the University of Dundee, and helps both universities identify and progress commercialisation opportunities. The Frontier Group is an investor in two university funds, the RGU Ventures Investment Fund ("the RGU Fund") and the University of Dundee Venture Fund ("the Dundee Fund").
As previously reported, Sigma completed the demerger and listing on the PLUS-quoted market of its formerly wholly-owned university IP commercialisation subsidiary, Frontier IP Ltd, in May 2009. The listing was effected by way of a sale of the entire issued share capital of Frontier IP Ltd to PLUS-quoted ARH Leisure Investments PLC, which was subsequently renamed Frontier IP Group Plc. At the same time, Sigma also participated in a share placing by the newly listed company, Frontier IP Group Plc, which raised £0.6m and increased Frontier's cash resources post the placing to £1.0m (gross). As a result of these two transactions, Sigma holds 77.4 per cent. of the issued share capital of Frontier.
Sigma is providing ongoing support to the Frontier Group including strategic advice and regulatory services. This reflects Sigma's continuing commitment to the Frontier Group as well as its significant shareholding in Frontier.
In July 2009, Frontier announced the establishment and First Closing of its first dedicated private equity fund for investment in IP developed by Robert Gordon University. In August 2009, the RGU Fund completed its first fundraising for a portfolio company, with £1.1m gross raised for the company from both new and existing investors, with the RGU Fund investing £0.1m. In September 2009, Frontier launched a similar fund dedicated to spin-outs from Dundee University. Both the RGU Fund and the Dundee Fund achieved partnership status with Scottish Enterprise's Scottish Co-investment Fund, potentially doubling the amount available to invest in each fund to £2.2m and £1.5m respectively. The Frontier Group is a limited partner in both funds.
During the period, the Frontier Group also received equity in two spin-outs, one from Robert Gordon University and one from the University of Dundee. This takes the total number of spin-out companies in which Frontier has received equity via its university partnerships to four.
Outlook
While financial markets have come back strongly in the last six months, this masks continuing uncertainty in most investment sectors and particularly in property. In the property sector, there seems to be a two-tier market clearly split between primary stock, which is still in high demand, and secondary stock where a return of value and demand is yet to be seen. While this continuing uncertainty creates pricing opportunity in our venture business, it has also reduced the availability of capital, generally making the visibility of co-funders and downstream funding more difficult.
Despite this, the initiatives we undertook in 2009 have placed us in a good position to develop the Group further. We have successfully created an independent identity for our university IP commercialisation business, Frontier, and are pleased with its progress. We are also involved in some exciting opportunities in both our venture and property businesses which could significantly advance the prospects for the Group. In the current climate, however, the timing and success of delivery of these prospects is not easy to predict. Nonetheless, the Group is well positioned, financially and strategically, and with strengthened resource, and we therefore view Sigma's prospects positively.
David Sigsworth
Chairman
16 March 2010
Sigma Capital Group plc
Results for the year ended 31 December 2009
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
For the year ended 31 December 2009
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Notes |
Audited 2009 £'000 | Restated Audited 2008 £'000 |
| Revenue |
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| Revenue from services |
| 2,414 | 4,729 |
| Other operating income |
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| Realised profit/(loss) on disposal of equity investments Unrealised losses on the revaluation of investments
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| 3,575 (2,449) | (21) (998)
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| Total revenue |
| 3,540 | 3,710 |
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| Cost of sales |
| (367) | (1,445) |
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| Gross profit |
| 3,173 | 2,265 |
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| Administrative expenses (net) |
| (2,283) | (3,045) |
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| Profit/(loss) from operations |
| 890 | (780) |
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| Finance income net of finance costs |
| 14 | 232 |
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| Profit/(loss) before tax |
| 904 | (548) |
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| Taxation | 4 | 69 | (69) |
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| Profit/(loss)/comprehensive income for the year |
| 973 | (617) |
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| Total comprehensive income attributable to: |
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| Equity holders of the company |
| 1,719 | (695) |
| Minority interests |
| (746) | 78 |
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| 973 | (617) |
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| Earnings/(loss) per share attributable to the equity holders of the Company: |
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| Basic earnings/(loss) per share | 5 | 3.68p | (1.51)p |
| Diluted earnings/(loss) per share | 5 | 3.67p | (1.51)p |
All of the operations of the Group are classed as continuing and there were no comprehensive gains or losses in either year other than those included in the comprehensive income statement.
Sigma Capital Group plc
Results for the year ended 31 December 2009
CONSOLIDATED BALANCE SHEET
At 31 December 2009
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Audited 2009 £'000 | Restated Audited 2008 £'000 |
| ASSETS |
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| Non-current assets |
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| Goodwill |
| 3,846 | - |
| Property and equipment |
| 35 | 61 |
| Financial assets at fair value through profit and loss | 6 | 1,958 | 2,099 |
| Deferred tax asset |
| 10 | 10 |
| Long term loan |
| 44 | - |
| Non-current cash | 7 | 1,250 | 1,250 |
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| 7,143 | 3,420 |
| Current assets Trade receivables Other current assets Trading investments Short term loan Cash and cash equivalents |
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528 174 48 125 2,362 |
666 2,574 42 519 2,547 |
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| 3,237 | 6,348 |
| Total assets |
| 10,380 | 9,768 |
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| LIABILITIES |
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| Current liabilities |
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| Loan stock |
| - | 46 |
| Trade and other payables |
| 769 | 1,234 |
| Current income tax payable |
| - | 380 |
| Total liabilities |
| 769 | 1,660 |
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Net assets |
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9,611 |
8,108 |
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| EQUITY |
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| Called up share capital Share premium account Merger reserve Share based payment reserve Capital reserve Retained earnings |
| 468 4,196 (249) 137 (7) 4,487 | 468 18,196 (249) 114 (7) (11,254) |
| Equity attributable to equity holders of the Company |
| 9,032 | 7, 268 |
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| Minority equity interest |
| 579 | 840 |
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Total equity |
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9,611 |
8,108 |
Sigma Capital Group plc
Results for the year ended 31 December 2009
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2009
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Share capital |
Share premium account |
Merger reserve |
Capital reserve |
Share- based payment reserve |
Profit and loss account | Total equity attributable to equity holders of Company |
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| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| At 1 January 2008 | 453 | 17,460 | (249) | (7) | 72 | ( 10,671) | 7,058 |
| Prior year adjustment | - | - | - | - | - | (111) | (111) |
| At 1 January 2008 as restated |
453 |
17,460 |
(249) |
(7) |
72 |
(10,782) |
6,947 |
| Issue of shares | 15 | 736 | - | - | - | - | 751 |
| Loss for the year | - | - | - | - | - | (695) | (695) |
| Share-based payments | - | - | - | - | 42 | - | 42 |
| Negative goodwill | - | - | - | - | - | 223 | 223 |
| At 31 December 2008 | 468 | 18,196 | (249) | (7) | 114 | (11,254) | 7,268 |
| Capital reconstruction | - | (14,000) | - | - | - | 14,000 | - |
| Profit for the year | - | - | - | - | - | 1,719 | 1,719 |
| Share-based payments | - | - | - | - | 23 | 22 | 45 |
| At 31 December 2009 | 468 | 4,196 | (249) | (7) | 137 | 4,487 | 9,032 |
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| Total equity attributable to equity holders of Company |
Minority interest |
Total equity |
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| £'000 | £'000 | £'000 |
| At 1 January 2008 | 7,058 | 1,015 | 8,073 |
| Prior year adjustment | (111) | - | (111) |
| At 1 January 2008 as restated | 6,947 | 1,015 | 7,962 |
| Issue of shares | 751 | - | 751 |
| (Loss)/profit for the year | (695) | 78 | (617) |
| Share-based payments | 42 | - | 42 |
| Negative goodwill/acquisition of remaining shares in subsidiary |
223 |
(253) |
(30) |
| At 31 December 2008 | 7,268 | 840 | 8,108 |
| Profit/(loss) for the year | 1,719 | (746) | 973 |
| Acquisition of majority holding in Frontier IP Group Plc | - | 611 | 611 |
| Acquisition of remaining minority interest in subsidiary | - | (126) | (126) |
| Share-based payments | 45 | - | 45 |
| At 31 December 2009 | 9,032 | 579 | 9,611 |
Sigma Capital Group plc
Results for the year ended 31 December 2009
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2009
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Audited 2009 £'000 | Restated Audited 2008 £'000 |
| Cash flows from operating activities |
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| Cash generated from/(used in) operations | 1,764 | (2,551) |
| Interest paid | (23) | (10) |
| Taxation paid | (311) | 3 |
| Net cash generated from/(used in) operating activities | 1,430 | (2,558) |
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| Cash flows from investing activities |
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| Net cash inflow on acquisition of Frontier IP Group Plc | 628 | - |
| Purchase of shares and loan stock in subsidiary | (300) | - |
| Purchase of property and equipment | (13) | (16) |
| Purchase of financial assets at fair value through profit and loss | (2,428) | (837) |
| Disposal of financial assets at fair value through profit and loss | 72 | 114 |
| Short term loan | 394 | (519) |
| Interest received | 32 | 250 |
| Net cash used in investing activities | (1,615) | (1,008) |
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| Cash flows from financing activities |
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| Proceeds from issue of ordinary shares | - | 751 |
| Redemption of preference shares | - | (750) |
| Issue of shares and loan stock in subsidiary company | - | 60 |
| Net cash generated from financing activities | - | 61 |
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| Net decrease in cash and cash equivalents | (185) | (3,505) |
| Cash and cash equivalents at beginning of year | 3,797 | 7,302 |
| Cash and cash equivalents at end of year | 3,612 | 3,797 |
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| Cash generated from operations |
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| Profit/(loss) before tax | 904 | (548) |
| Adjustments for: |
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| Share-based payments | 45 | 42 |
| Depreciation | 39 | 39 |
| Net finance income | (14) | (232) |
| Profit on disposal of subsidiary | (3,575) | - |
| Fair value loss on financial assets at fair value through profit or loss | - | 21 |
| Changes in working capital: |
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| Trade and other receivables | 2,337 | (2,081) |
| Other financial assets at fair value through profit or loss | 2,491 | 998 |
| Trade and other payables | (463) | (790) |
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| 1,764 | (2,551) |
Sigma Capital Group plc
Results for the year ended 31 December 2009
NOTES
1. This preliminary announcement was approved for issue by a duly appointed and authorised committee of the Board of Directors on 16 March 2010.
2. Basis of preparation
The financial information set out in this announcement does not constitute statutory financial statements for the year ended 31 December 2009 or 31 December 2008. The report of the auditor on the statutory financial statements for each of the years ended 31 December 2009 and 31 December 2008 were (i) unqualified; (ii) did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain statements under section 498(2) or (3) of the Companies Act 2006. The statutory financial statements for the year ended 31 December 2008 have been delivered to the Registrar of Companies. The statutory financial statements for the year ended 31 December 2009 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
3. Prior year adjustment
Historically, the Group has estimated the fair value of its venture capital funds by applying its percentage ownership to the net asset value of those funds. The net asset value of each of the funds has been based on the underlying fair value of the investments held by the funds plus any other assets and liabilities within the funds.
Following the publication of the International Private Equity and Venture Capital Valuation Guidelines in September 2009, the Group's accounting policy has been changed. The Group now estimates the fair value of its interest in its venture capital funds using an adjusted net asset value for each fund. This is the net asset value of a fund adjusted such that it is equivalent to the amount of cash that would be received by the Group for its interest in that fund if all underlying Investee Companies and other assets and liabilities were realised as at the reporting date.
The effect of the change in relation to opening reserves at 1 January 2008 was to reduce reserves by £111,000. The effect on the current year and comparative year was to reduce reserves by £59,000 and £58,000 respectively and to reduce earnings per share for the current year by 0.13p per share and increase the loss per share by 0.13p per share for the comparative year.
4. Taxation
The charge to taxation is arrived at as follows:
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| 2009 | 2008 |
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| £'000 | £'000 |
| UK corporation tax - current tax on profits of the year at 28% (2008: 28.5%) |
(69) |
69 |
| Deferred tax - short term timing differences | - | - |
| Tax charge for the year | (69) | 69 |
The Group's deferred tax assets, other than those relating to short term timing differences, are not recognised in accordance with Group policy.
5. Earnings/(loss) per share
Earnings/(loss) per share is calculated by dividing the profit attributable to equity holders of Sigma Capital Group plc of £1,719,000 (2008: loss £695,000) by the weighted average number of ordinary shares in issue during the year ended 31 December 2009 of 46,772,435 (2008: 46,053,912).
Diluted earnings/(loss) per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption of conversion of all dilutive potential ordinary shares. The Company has only one category of dilutive ordinary shares, those share options granted where the exercise price is less than the average price of the Company's shares during the year. Diluted earnings/(loss) per share is calculated by dividing the same profit/(loss) attributable to equity holders of the Company as above by the adjusted number of ordinary shares in issue during the year ended 31 December 2009 of 46,893,695 (2008: 46,059,922). For the year ended 31 December 2008, as the calculation for dilutive loss per share reduces the net loss per share, the diluted loss per share shown is the same as the basic loss per share.
6. Financial assets at fair value through profit and loss
The investments made by the Sustainable Energy Fund II in the year ended 31 December 2009 are set out below.
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| Total amount invested | % holding (fully diluted) |
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| £'000 | % |
| Aquamarine Power Limited |
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| Specialises in marine energy conversion and its commercial applications. | 2,100 | 6.1 |
| Follow on investment of £600,000 |
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| Energyflo Construction Technologies Limited |
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| Produces a dynamic insulation and filtration product that lowers energy demand for heating and cooling a building. | 750 | 20.3 |
| Investment £750,000 |
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In addition to the investments by the Sustainable Energy Fund II, Sigma also assisted certain portfolio companies of the other Sigma managed funds in the raising of equity and loan finance in the year.
7. Non-current cash and contingent liability
Of the total Group cash balances, £1,250,000 is non-current cash and is held in a Pledge account as security for a guarantee given to the Bank of Scotland. In 2007, Strategic Investment Management Limited guaranteed certain potential payments due by a third party in connection with Si Limited Partnership No 6. This third party was placed into Administration in 2009 and so will no longer meet its commitments in this regard. Payments are due to Bank of Scotland, the lender of debt finance to this partnership, under the guarantee if the trading performance of the property held by this partnership falls below a certain level. The maximum liability under the guarantee is £1,250,000 and the guarantee expires at 31 December 2012. If, in the future, any or all of the guarantee is called, the amount so called will be recoverable from this partnership from any surplus arising when the underlying property is sold and the bank debt secured on that property is repaid.
8. Availability of statutory financial statements
Copies of the full statutory financial statements will be available from the Company's offices at 41 Charlotte Square, Edinburgh EH2 4HQ no later than 16 April 2010 and will also be available on its website at www.sigmacapital.co.uk.