REG - Dunedin Enterprise - Annual Financial Report
24/03/2023 07:00
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RNS Number : 0725U Dunedin Enterprise Inv Trust PLC 24 March 2023
24 March 2023
For release 24 March 2023
Dunedin Enterprise Investment Trust PLC ("the Company")
Year ended 31 December 2022
Dunedin Enterprise Investment Trust PLC, the private equity investment trust,
announces its results for the year ended 31 December 2022.
Financial Highlights:
· Share price total return of 18.5% in the year to 31 December 2022
· Net asset value total return of 21.7% in the year to 31 December 2022
· Realisations of £36.9m in the year
· £41m returned via tender offer in November 2022
· Interim dividend paid of 34.0p per share
· Final dividend of 25.0p per share proposed for the year ended 31
December 2022
· Total of £145.1m has been returned to shareholders since the
decision to wind-up the Trust in 2016
Comparative Total Return Performance
Year to 31 December 2022 Net Asset value Share price FTSE
Small Cap
(ex Inv Cos)
Index
One year 21.7% 18.5% -17.3%
Three years 60.4% 58.1% 10.3%
Five years 95.2% 113.9% 11.9%
Ten years 148.4% 209.4% 130.3%
For further information please contact:
Graeme Murray
Dunedin LLP
07813 138367
Chairman's Statement
Duncan Budge, Chairman
I am pleased to report further progress in terms of performance and the return
of cash to shareholders.
The total return in the year to 31 December 2022 was 21.7% and 18.5% in terms
of net asset value per share and share price respectively.
Your Company's net asset value per share increased from 558.8p to 627.1p in
the year. This is stated after allowing for dividends per share paid in the
year of 48.5p, totalling £6.4m.
The share price of 509p at 31 December 2022 represented a discount of 18.8% to
the net asset value of 627.1p per share. The share price currently stands at
562.5p.
In November 2022 a tender offer returned £41m to shareholders. In total
£47.4m was returned to shareholders this year. Since shareholders approved
the decision to implement a managed wind-down of the Trust in May 2016 a total
of £145.1m has been returned to shareholders.
Your Company's net asset value decreased over the year from £73.4m to
£34.5m.
Portfolio
During the year a total of £36.9m was realised from the investment portfolio.
The investment in RED, the provider of SAP contract and permanent staff, was
realised generating proceeds of £24.1m and a return of 2.2x original cost.
The transaction included an earn-out arrangement which is dependent upon RED
achieving profit targets in the year to 31 March 2023. The earn-out has been
valued at £4.0m at 31 December 2022.
The realisation of Incremental, the market-leading IT services platform, was
completed in March 2022, generating proceeds of £9.1m and a return of 2.4x
original cost.
In January 2022 the remaining investment in CitySprint, the same day courier,
was realised, generating £1.5m.
In November 2022 Realza returned £2.9m following the sale of Dolz, a
manufacturer of water pumps for the automotive industry.
Unrealised valuation increases of £5.3m were offset by decreases of £6.0m.
Valuation uplifts were achieved at Premier Hytemp and FRA, offset by a
reduction in the valuation of GPS. Further details are provided in the
Manager's Review.
Cash, Commitments & Liquidity
The original investment periods of all funds to which the Company has made a
commitment have now ended. In future the Company is only required to meet
drawdowns for follow-on investments, management fees and expenses during the
remainder of the life of the funds.
At 31 December 2022 the Company held cash and near cash equivalents amounting
to £12.4m. There are outstanding commitments to limited partnership funds of
£9.6m at 31 December 2022, consisting of £8.9m to Dunedin managed funds and
£0.7m to Realza.
Tender offer
A tender offer was approved by shareholders in November 2022 for 58.1% of the
issued share capital at a 1.0% discount to the net asset value at 30 September
2022. Under the tender offer £41m was returned to shareholders.
Dividends
An interim dividend of 34.0p was paid in November 2022. It is proposed that a
final dividend of 25.0p per share be paid on 19 May 2023.
Outlook
The Board acknowledges the importance of monitoring the Company's costs as the
wind-down progresses and will continue to keep under review the options
available to the Company. However, in view of the Company's remaining
investments and after discussions with the Manager and the Company's advisers,
the Board does not currently anticipate putting formal proposals to
Shareholders for a members' voluntary liquidation of the Company in the short
term while the wind-down continues.
Furthermore, the Board considers maintaining the Company's listed status to be
important during this stage of the wind-down, as many Shareholders would be
unable to hold the Shares, or be greatly inconvenienced by holding them, if
they could not be traded on the London Stock Exchange.
As the wind-down progresses, the Board will continue to assess whether the
Company's current arrangements remain in the interests of Shareholders as a
whole and will, of course, continue to keep Shareholders informed as to the
future of the Company.
Duncan Budge
Chairman
24 March 2023
Manager's Review
The total net assets return for the year, after taking account of dividends
and capital returned to shareholders, was 21.7%.
The Company's net asset value decreased from £73.4m to £34.5m over the year.
As detailed below this movement is stated following dividend payments
totalling £6.4m and capital of £41.5m returned to shareholders via a tender
offer in November 2022.
£m
Net asset value at 1 January 2022 73.4
Unrealised value increases 5.3
Unrealised value decreases (6.0)
Realised gain over opening valuation 5.2
Net income and capital movements 4.5
Net asset value prior to shareholder distributions 82.4
Dividends paid to shareholders (6.4)
Tender offer (41.5)
Net asset value at 31 December 2022 34.5
Portfolio Composition
The investment portfolio can be analysed as shown in the table below.
Valuation at Additions Disposals Realised Unrealised Valuation at
1 January in year in year movement movement 31 December
2022 £'m £'m £'m £'m 2022(1)
£'m £'m
Dunedin managed 43.6 0.4 (34.0) 5.3 (1.2) 14.1
Third-party managed 5.2 0.1 (2.9) (0.1) 0.5 2.8
Investment portfolio 48.8 0.5 (36.9) 5.2 (0.7) 16.9
AAA rated money market funds 11.8 28.4 (28.6) - - 11.6
60.6 28.9 (65.5) 5.2 (0.7) 28.5
(1) in addition the Company held net current assets of £6.0m
Realisations
In the year to 31 December 2022 a total of £36.9m was realised from the
investment portfolio.
In October 2022 the investment in RED, the provider of SAP contract and
permanent staff was realised in a secondary management buy-out to AEA SBPE.
The investment in RED was valued at £20.7m at 31 December 2021. Proceeds
from the sale amounted to £24.1m, consisting of capital of £20.1m and
income of £4.0m. The investment in RED has generated cash proceeds of
£25.5m, representing a return of 2.2x original cost. Additionally, there
are future potential proceeds from an earn-out arrangement which are dependent
upon RED achieving profit targets in the year to 31 March 2023. The
potential earn-out proceeds are valued at £4.0m at 31 December 2022.
In March 2022 Incremental, the market-leading IT services platform which
designs, implements and supports clients with ERP/CRM systems and cloud
infrastructure, was realised by a trade sale to Telefonica. Proceeds from
the realisation amounted to £9.1m, consisting of capital of £8.4m and income
of £0.7m. The investment in Incremental was valued at £6.0m at 31 December
2021 and has generated a return of 2.4x original cost.
In January 2022 the remaining investment in CitySprint, the same day courier,
was realised delivering proceeds of £1.5m. Total proceeds from the original
investment totalled £21.3m and generated a 2.1x return on cost of £9.8m.
In November 2022 the remaining European fund, Realza, returned £2.9m
following the sale of Dolz, a manufacturer of water pumps for the automotive
industry.
Investment activity
A further £0.5m was drawn down by Dunedin and third-party managed funds to
meet management fees and ongoing expenses.
Unrealised valuation uplifts
In the year to 31 December 2022 there were valuation uplifts generated from
the following investments: Premier (£1.2m) and FRA (£0.7m).
Premier Hytemp, the provider of highly engineered components to the oil and
gas industry, has experienced a recovery in profitability following an
increase in margins both in the UK and Singapore. As the market outlook
improves the company is tendering for some significant contracts. The
investment continues to be valued on a discounted net assets basis.
Trading at FRA, the forensic accounting, data analytics and e-discovery
business, was impacted by COVID but has recovered during 2022, albeit not as
yet to the levels seen pre-COVID. The uplift in valuation reflects the
improved trading position.
In addition, there was a release of the provision for carried interest in
Dunedin Buyout Fund III LP amounting to £2.8m. The majority of this movement
was a result of carried interest released on the sale of Incremental.
Unrealised valuation reductions
In the year to 31 December 2022 there was a valuation reduction at GPS of
£5.9m.
A partial sale of GPS, a market leader in payment processing technology, was
achieved in December 2021 generating a cash return of 2.2x original cost. In
the year the revenue of GPS has continued to increase by 18%. However, since
December 2021 the valuation multiples applied to fintech companies have
suffered a significant downturn. This has resulted in no value being
attributed to the remaining investment.
Cash and commitments
The Company had outstanding commitments to limited partnership funds of
£9.6m, consisting of £8.9m to Dunedin managed funds and £0.7m to Realza,
the one remaining European fund.
The original investment periods of all funds to which the Company has made a
commitment have now ended. In future the Company is only required to meet
drawdowns for follow-on investments, management fees and expenses during the
remainder of the life of the funds.
Valuations and Gearing
The average earnings multiple applied in the valuation of the Dunedin managed
portfolio was 8.3x EBITDA (2021: 9.7x). These multiples continue to be applied
to maintainable profits.
Within the Dunedin managed portfolio, the weighted average gearing of the
companies was 4.1x EBITDA (2021: 3.3x).
Analysing the portfolio gearing in more detail, the percentage of investment
value represented by different gearing levels was as follows:
Less than 1 x
EBITDA
-%
Between 1 and 2 x
EBITDA
32%
Between 2 and 3 x
EBITDA
-%
More than 3 x
EBITDA
68%
Fund Analysis
The chart below analyses the investment portfolio by investment fund vehicle.
Dunedin Buyout Fund II 57%
Dunedin Buyout Fund III 27%
Realza
16%
Portfolio Analysis
Detailed below is an analysis of the head office of the investment portfolio
companies by geographic location as at 31 December 2022.
UK
85%
Rest of Europe 15%
Sector Analysis
Consumer products & services 14%
Industrials
27%
Support
services
59%
Valuation Method
Earnings - provision 10%
Earnings - uplift 38%
Assets basis 52%
Dunedin LLP
24 March 2023
Total return of investments
at 31 December 2022
Company name Original Realised Directors Total
cost of to date*(1) Valuation(*2) return
investment £'000 £'000 £'000
£'000
Weldex 9,505 119 6,612 6,731
FRA 6,035 5,504 4,132 9,636
Premier Hytemp 10,136 178 2,917 3,095
Realza 11,545 14,551 2,773 17,324
EV 8,321 - 1,921 1,921
GPS 8,220 18,203 - 18,203
Hawksford 6,910 7,087 - 7,087
60,672 45,642 18,355 63,997
*(1) - dividends and capital
*(2) - excludes carried interest provision of £1.5m
Income Statement
2022 2021
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment income 4,951 - 4,951 4,800 - 4,800
Gains on investments - 4,514 4,514 - 23,408 23,408
Total income 4,951 4,514 9,465 4,800 23,408 28,208
Expenses
Investment management fee (35) (105) (140) (29) (88) (117)
Other expenses (380) (13) (393) (384) (23) (407)
Profit before finance costs and tax 4,536 4,396 8,932 4,387 23,297 27,684
Finance costs - - - (10) (32) (42)
Profit before tax 4,536 4,396 8,932 4,377 23,265 27,642
Taxation (37) 37 - 272 70 342
Profit for the year 4,499 4,433 8,932 4,649 23,335 27,984
Basic return per ordinary share
(basic & diluted) 36.46p 35.92p 72.38p 26.56p 133.33p 159.89p
The total column of this statement represents the Income Statement of the
Group, prepared in accordance with UK-adopted International Accounting
Standards. The supplementary revenue and capital columns are both prepared
under guidance published by the Association of Investment Companies. All items
in the above statement derive from continuing operations.
All income is attributable to the equity shareholders of Dunedin Enterprise
Investment Trust PLC.
Statement of Changes in Equity
for the year ended 31 December 2022
Year ended 31 December 2022
Capital Capital Capital Special Total
Share redemption Reserve reserve - Distributable Revenue retained earnings Total
capital reserve Realised * unrealised Reserve account £'000 equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 31 December 2021 3,284 1,241 19,721 (8,378) 51,001 6,544 68,888 73,413
Profit for the year - - 14,276 (9,842) - 4,499 8,933 8,933
Purchase and cancellation of shares (1,908) 1,908 (50) - (41,407) - (41,457) (41,457)
Dividends paid - - - - - (6,371) (6,371) (6,371)
At 31 December 2022 1,376 3,149 33,947 (18,220) 9,594 4,672 29,993 34,518
* included in the profit for the year is £4.0m relating to the deferred
consideration on the sale of RED which will not qualify as distributable
profit until receipt
Year ended 31 December 2021
Capital Capital Capital Special Total
Share redemption Reserve reserve - Distributable Revenue retained earnings Total
capital reserve realised unrealised Reserve account £'000 equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 31 December 2020 4,525 49,850 30,600 (16,357) 1,151 5,153 20,547 74,922
Profit for the year - - 15,356 7,979 - 4,649 27,984 27,984
Cancellation of capital redemption reserve - (49,850) - - 49,850 - 49,850 -
Purchase and cancellation of shares (1,241) 1,241 (26,235) - - - (26,235) (26,235)
Dividends paid - - - - - (3,258) (3,258) (3,258)
At 31 December 2021 3,284 1,241 19,721 (8,378) 51,001 6,544 68,888 73,413
Balance Sheet
As at 31 December 2022
31 December 31 December
2022 2021
£'000 £'000
Non-current assets
Investments held at fair value 28,487 60,588
Current assets
Other receivables 5,375 297
Cash and cash equivalents 778 12,616
6,153 12,913
Current liabilities
Other liabilities (122) (88)
Net assets 34,518 73,413
Capital and reserves
Share capital 1,376 3,284
Capital redemption reserve 3,149 1,241
Capital reserve - realised 33,947 19,721
Capital reserve - unrealised (18,220) (8,378)
Special distributable reserve 9,594 51,001
Revenue reserve 4,672 6,544
Total equity 34,518 73,413
Net asset value per ordinary share (basic and diluted) 627.1p 558.8p
Cash Flow Statement
for the year ended 31 December 2022
31 December 31 December
2022 2021
£'000 £'000
Cash flows from operating activities
Profit before tax 8,932 27,642
Adjustments for:
(Gains) on investments (4,514) (23,408)
Interest paid - 42
(Increase) / decrease in debtors (1,058) 760
Increase / (decrease) in creditors 34 (2,183)
Net cash inflow from operating activities 3,394 2,853
Cash flows from investing activities
Purchase of investments (430) (1,550)
Drawdown from subsidiary (75) (79)
Purchase of 'AAA' rated money market funds (28,422) (6,213)
Sale of investments 30,007 38,547
Distribution from subsidiary 2,900 -
Sale of 'AAA' rated money market funds 28,615 8,100
Net cash inflows from investing activities 32,595 38,805
Tax
Tax recovered - 342
Cash flows from financing activities
Tender offer (41,456) (26,235)
Dividends paid (6,371) (3,258)
Interest paid - (42)
Net cash outflows from financing activities (47,827) (29,535)
Net (decrease)/increase in cash and cash equivalents (11,838) 12,465
Cash and cash equivalents at 1 January 12,616 151
Cash and cash equivalents at 31 December 778 12,616
Statement of Directors' Responsibilities in respect of the Annual Report and
the Financial Statements
The Directors are responsible for preparing the Annual Report and financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they have elected to prepare the financial
statements in accordance with UK-adopted international accounting standards
and applicable law.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of its profit or loss for that period. In preparing
these financial statements, the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgments and estimates that are reasonable and prudent;
* state whether they have been prepared in accordance with UK-adopted
international accounting standards;
* assess the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and
* use the going concern basis of accounting unless they either intend to
liquidate the Company or to cease operations, or have no realistic alternative
but to do so. As explained in note 2, the Directors do not believe that it
is appropriate to prepare these financial statements on a going concern basis.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that its financial statements comply with
the Companies Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the annual financial
report
We confirm that to the best of our knowledge:
* the financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
* the Strategic Report and Directors' Report includes a fair review of the
development and performance of the business and the position of the Company,
together with a description of the principal risks and uncertainties that it
faces.
We consider the annual report and financial statements taken as a whole, is
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Company's position and performance, business model
and strategy.
Duncan Budge
Chairman
24 March 2023
Notes to the Accounts
1. Preliminary Results
The financial information contained in this report does not constitute the
Company's statutory accounts for the years ended 31 December 2022 or 2021. The
financial information for 2021 is derived from the statutory accounts for 2021
which have been delivered to the Registrar of Companies. The auditor has
reported on those accounts. Their report 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 audit of
the statutory accounts for the year ended 31 December 2022 is not yet
complete. These accounts will be finalised on the basis of the financial
information presented by the Directors in this preliminary announcement and
will be delivered to the Registrar of Companies following the Company's annual
general meeting.
2. Going Concern
The financial information for 2021 and 2022 has not been prepared on a going
concern basis, since the Company's current objective is to conduct an orderly
realisation of the investment portfolio and return cash to shareholders.
Following the Director's assessment, no adjustments were deemed necessary to
the investment valuations or other assets and liabilities included in the
financial information as a consequence of the change in the basis of
preparation.
3. Dividends
Year to 31 Year to 31
December December
2022 2021
£'000 £'000
Dividends paid in the year 6,371 3,258
A final dividend of 25.0p per share for the year ended 31 December 2022 is
proposed and if approved, will be paid on 19 May 2023 to shareholders on the
register at close of business on 21 April 2023. The ex-dividend date is 20
April 2023.
4. Earnings per share
Year to Year to
31 December 31 December
2022 2021
Revenue return per ordinary share (p) 36.46 26.56
Capital return per ordinary share (p) 35.92 133.33
Earnings per ordinary share (p) 72.38 159.89
Weighted average number of shares 12,342,190 17,501,856
The earnings per share figures are based on the weighted average numbers of
shares set out above. Earnings per share is based on the revenue profit in
the period as shown in the consolidated income statement.
References to page numbers and notes in the disclosures below are to page
numbers and notes to the annual report and accounts of the Company for the
year ended 31 December 2022.
5. Principal Risks and Uncertainties (Strategic Report page
19)
The principal risks and uncertainties identified by the Board which might
affect the Company's business model and future performance, and the steps
taken with a view to their mitigation, are as follows:
Investment and liquidity risk: the Company's investments are in small and
medium-sized unquoted companies, which by their nature entail a higher level
of risk and lower liquidity than investments in large quoted
companies. Mitigation: the Manager aims to limit the risk attaching to the
portfolio as a whole by closely monitoring individual holdings, including the
appointment of investor directors to the board of portfolio companies. The
Board reviews the portfolio, including the schedule of projected exits, with
the Manager on a regular basis with a view to ensuring that the orderly
realisation process is progressing.
No change in overall risk in year
Portfolio concentration risk: following the adoption of the Company's revised
investment policy in May 2016 the portfolio will become more concentrated as
investments are realised and cash is returned to shareholders. This will
increase the proportionate impact of changes in the value of individual
investments on the value of the Company as a whole. The Directors' valuation
of the Company's investments represents their best assessment of the fair
value of the investments as at the valuation date and the amounts eventually
realised from such investments may be more or less than the Directors'
valuation. Mitigation: the Directors and Manager keep the changing
composition of the portfolio under review and focus closely on those holdings
which represent the largest proportion of total value.
Increase in overall risk in year
Financial risk: most of the Company's investments involve a medium to long
term commitment and many are relatively illiquid. Mitigation: the Directors
consider it appropriate to finance the Company's activities through borrowing
on a short-term basis. Accordingly, the Board seeks to ensure that the
availability of cash reserves and bank borrowings match the forecast cash
flows of the Company both on a base and stress case basis given the level of
undraw commitments to limited partnership funds.
No change in overall risk in year
Economic risk: events such as economic recession or general fluctuations in
stock markets and interest rates may affect the valuation of portfolio
companies and their ability to access adequate financial resources, as well as
affecting the Company's own share price and discount to net asset value. An
economic risk is the conflict in Ukraine. Mitigation: the Company invests in
a diversified portfolio of investments spanning various sectors and maintains
access to sufficient cash reserves to be able to provide additional funding to
portfolio companies should this become necessary. The Manager and board of
each portfolio company is keeping under review the impact of the conflict in
Ukraine and developing contingency plans/mitigating actions where appropriate.
No change in overall risk in year
Credit risk: the Company holds a number of financial instruments and cash
deposits and is dependent on counterparties discharging their
commitment. Mitigation: the Directors review the creditworthiness of the
counterparties to these investments and cash deposits and seek to ensure there
is no undue concentration of credit risk with any one party.
No change in overall risk in year
Currency risk: the Company is exposed to currency risk as a result of
investing in companies who transact in foreign currencies and funds
denominated in euros. The sterling value of these investments can be
influenced by movements in foreign currency exchange
rates. Mitigation: Currency risk is monitored by the Manager on an ongoing
basis and on a quarterly basis by the Board.
No change in overall risk in year
Internal control risk: the Company's assets could be at risk in the absence
of an appropriate internal control regime. Mitigation: the Board regularly
reviews the system of internal controls, both financial and non-financial,
operated by the Company and the Manager. These include controls designed to
ensure that the Company's assets are safeguarded and that proper accounting
records are maintained.
No change in overall risk in year
6. Related Party Transactions (Notes to the Accounts page 57,
note 22)
The Company has investments in Dunedin Buyout Fund II LP, Dunedin Buyout Fund
III LP and Dunedin Fund of Funds LP. Each of these limited partnerships are
managed by Dunedin. The Company has paid a management fee
of £0.4m (2021: £0.6m) in respect of these limited partnerships. The
total investment management fee payable by the Company to the Manager is
therefore £0.6m (2021: £0.7m).
Since the Company began investing in Dunedin Buyout Funds ("the Funds")
executives of the Manager have been entitled to participate in a carried
interest scheme via the Funds. Performance conditions are applied whereby any
gains achieved through the carried interest scheme associated with the Funds
are conditional upon a certain minimum return having been generated for the
limited partner investors. Additionally, within Dunedin Buyout Fund II LP and
Dunedin Buyout Fund III LP the economic interest of the Manager is aligned
with that of the limited partner investors by co-investing in this fund.
As at 31 December 2022 there is a provision made within Investments for
carried interest of £1.4m (2021: £4.3m) relating to Dunedin Buyout Fund
III LP. Current executives of the Manager are entitled to 42% of the carried
interest in Dunedin Buyout Fund III LP.
ENDS
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