REG - Tanfield Group PLC - Interim Results
RNS Number : 2181CTanfield Group PLC28 September 2018Tanfield Group Plc
("Tanfield", or "the Company")
Interim Results for the six-month period to 30 June 2018
Tanfield, an investing company as defined by AIM Rules, announces its half year results for the period ending 30 June 2018. The unaudited financial information will shortly be available on the Company website at www.tanfieldgroup.com.
Background
The Company is currently defined as an investing company that has two passive investments. This status resulted from the disposal of Smith Electric Vehicles in 2010 and the disposal of Snorkel Europe Limited in October 2013. Tanfield currently owns 49% of Snorkel International Holdings LLC ("Snorkel") and 5.76% of Smith Electric Vehicles Corp. ("Smith").
The strategy of the Company in relation to these investments is to return as much as possible of any realised value to shareholders as events occur and circumstances allow, subject to compliance with any legal requirements associated with such distributions.
Summary
· As reported in the Snorkel Investment Update on 20 September 2018, the Board have impaired the Snorkel investment value to £19.1m ($25.3m), which represents approximately 12p per share.
· Smith continues to be held at a nil balance sheet value following the impairment of the investment at the end of 2015.
· In June 2018, Snorkel indicated to the Board that it expects Xtreme will cause SKL Holdings to exercise its call option at the earliest opportunity, in October 2018. However, this has not been confirmed by Xtreme or SKL Holdings.
· Based on the information currently available to the Board, it is likely that the trailing 12 month EBITDA at October 2018 will result in the price of the call option being at best a modest amount, possibly nil, but this will need to be validated at the time and consequently the Board has restricted its current valuation of the Company's interest in Snorkel to the priority amount and preferred return values only.
· As reported in the Snorkel Investment Update on 20 September 2018, Charles Brooks, the former Chief Financial Officer of Tanfield Group Plc who had significant input in to the key documents pertaining to the joint venture between Tanfield and Xtreme and whose employment transferred following the joint venture and who is now the Chief Financial Officer at both Snorkel and Xtreme, has made assertions that the preferred interest position is only applicable until 30 September 2018, after which date the value will be nil. The Board do not agree with the assertions made by Mr Brooks and are of the belief that the intent of the agreement requires the payment of the preferred interest position prior to or in conjunction with Xtreme seeking to exercise the call option to acquire Tanfield's equity in Snorkel.
· Whilst there is no formal dispute with Xtreme currently, the Board has inferred from its correspondence with Mr Brooks that this may occur in due course. Should Xtreme attempt to exercise its call option and dispute that the adjusted preferred interest position is payable, the Board will vigorously defend its position that the preferred interest is payable.
· The Company's operating loss in H1 2018 reduced to £94k (H1 2017: £109k). The retained loss for the period, after a £17.2m impairment of the Snorkel investment valuation, was £17.3m (H1 2017: £0.1m).
Overview of investments
Based on the unaudited financial information received from Snorkel, during the first six months of 2018 the business achieved further sales growth resulting in sales of $96.3m, an increase of 21% compared to H1 2017 when sales were $79.7m. Should the trend of sales growth continue for the remainder of the year, the Board believes 2018 could see sales in excess of $200m. The reported gross profit for the period was $12.3m, an increase of $1.7m compared to H1 2017 ($10.6m). Despite the $1.7m increase in gross profit, the operating profit, excluding depreciation, saw a $0.7m decrease to $0.8m compared to H1 2017 ($1.5m). This was as a result of a material increase in selling, general and admin costs of $2.4m during the first 6 months of 2018, up to $11.5m in H1 2018 from $9.1m in H1 2017. As a comparison, the value of selling, general and admin costs in H1 2016 was $8.9m which is consistent with the H1 2017 value of $9.1m.
As referenced in the summary, whilst there is no formal dispute with Xtreme currently, should Xtreme attempt to exercise its call option and dispute that the adjusted preferred interest position is payable, the Board will vigorously defend its position that the preferred interest is payable.
In 2015 the investment in Smith was impaired to nil due to the uncertainty around its future and the level of funding it required. The situation continues to be monitored but the Board is of the opinion that it is highly unlikely that any value will materialise from the investment.
For further information:
Tanfield Group Plc
Daryn Robinson 020 7220 1666
WH Ireland Limited - Nominated Advisor
James Joyce / Chris Viggor 020 7220 1666
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDING 30 JUNE 2018
Six months to
30 Jun 18 (unaudited)
Six months to
30 Jun 17 (unaudited)
Year to
31 Dec 17
(audited)
£000's
£000's
£000's
Revenue
-
-
-
Staff costs
(32)
(44)
(83)
Other operating income
15
16
84
Other operating expenses
(77)
(81)
(149)
Loss from operations before impairments
(94)
(109)
(148)
Impairment of Investments
(17,183)
-
-
Loss from operations after impairments
(17,277)
(109)
(148)
Finance expense
-
-
-
Finance income
-
-
-
Net finance expense
-
-
-
Loss from operations before tax
(17,277)
(109)
(148)
Taxation
-
-
-
Loss & total comprehensive income for the period attributable to equity shareholders
(17,277)
(109)
(148)
Loss per share from operations
Basic and diluted (p)
(11.0)
(0.1)
(0.1)
BALANCE SHEET
AS AT 30 JUNE 2018
30 Jun 18
(unaudited)
30 Jun 17
(unaudited)
31 Dec 17
(audited)
£000's
£000's
£000's
Non current assets
Non current Investments
19,100
36,283
36,283
19,100
36,283
36,283
Current assets
Trade and other receivables
32
65
13
Cash and cash equivalents
255
166
134
287
231
147
Total assets
19,387
36,514
36,430
Current liabilities
Trade and other payables
40
101
56
40
101
56
Total liabilities
40
101
56
Equity
Share capital
7,920
7,816
7,816
Share premium
17,336
17,190
17,190
Share option reserve
331
459
331
Special reserve
66,837
66,837
66,837
Merger reserve
1,534
1,534
1,534
Retained earnings
(74,611)
(57,423)
(57,334)
Total equity
19,347
36,413
36,374
Total equity and total liabilities
19,387
36,514
36,430
STATEMENT OF CHANGES IN EQUITY
Share capital
Share premium
Share option reserve
Merger reserve
Special reserve
Retained earnings
Total
£000's
£000's
£000's
£000's
£000's
£000's
£000's
For the 6 month period ended 30 June 2018
At 1 January 2018
7,816
17,190
331
1,534
66,837
(57,334)
36,374
Comprehensive income
Loss for the period
-
-
-
-
-
(17,277)
(17,277)
Total comprehensive income for the year
-
-
-
-
-
(17,277)
(17,277)
Transactions with owners in their capacity as owners:-
Issuance of new shares
104
146
-
-
-
-
250
At 30 June 2018
7,920
17,336
331
1,534
66,837
(74,611)
19,347
For the 6 month period ended 30 June 2017
At 1 January 2017
7,816
17,190
459
1,534
66,837
(57,314)
36,522
Comprehensive income
Loss for the period
-
-
-
-
-
(109)
(109)
Total comprehensive income for the year
-
-
-
-
-
(109)
(109)
At 30 June 2017
7,816
17,190
459
1,534
66,837
(57,423)
36,413
For the year ended 31 December 2017
At 1 January 2017
7,816
17,190
459
1,534
66,837
(57,314)
36,522
Comprehensive income
Loss for the year
-
-
-
-
-
(148)
(148)
Total comprehensive income for the year
-
-
-
-
-
(148)
(148)
Transactions with owners in their capacity as owners:-
Share based payments
-
-
(128)
-
-
128
-
At 31 December 2017
7,816
17,190
331
1,534
66,837
(57,334)
36,374
CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDING 30 JUNE 2018
Six months to 30 Jun 18 (unaudited)
Six months to 30 Jun 17 (unaudited)
Year to
31 Dec 17
(audited)
£000's
£000's
£000's
Loss before interest and taxation
(17,277)
(109)
(148)
Loss on impairment of investments
17,183
-
-
Operating cash flows before movements in working capital
(94)
(109)
(148)
Decrease/(increase) in receivables
(20)
5
48
Increase/(decrease) in payables
(15)
1
(35)
Net cash used in operating activities
(129)
(103)
(135)
Cash flow from financing activities
Proceeds from issuance of ordinary shares net of costs
250
-
-
Net cash from financing activities
250
-
-
Net (decrease)/increase in cash and cash equivalents
121
(103)
(135)
Cash and cash equivalents at the start of period
134
269
269
Cash and cash equivalents at the end of the period
255
166
134
1 Basis of preparation
The Interim Report of the Company for the six months ended 30 June 2018 has been prepared in accordance with AIM Rule 18 and not in accordance with IAS34 "Interim Financial Reporting" therefore is not fully in compliance with IFRS.
The half year report does not constitute financial statements as defined in Section 434 of the Companies Act 2006 and does not include all of the information and disclosures required for full annual statements. It should be read in conjunction with the annual report and financial statements for the year ended 31 December 2017 which is available on request from the Company's registered office, Sandgate House, 102 Quayside, Newcastle upon Tyne NE1 3DX or can be downloaded from the corporate website www.tanfieldgroup.com.
2 Accounting Policies
New and amended standards and interpretations effective from 1 January 2018, which have been considered by the Directors, are IFRS9 financial instruments and IFRS15 revenue from contracts with customers. Given the operational status of the company, the Directors have concluded that these standards and interpretations have no impact on the interim results. Therefore, the accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 December 2017, as described in those financial statements. In particular, the accounts have been prepared on a going concern basis, and as set out on page 16 of those financial statements.
3 Loss per share
The calculation of the basic and diluted loss per share is based on the following data:
Number of shares
Six months
Six months
Year to
to 30 Jun 18
to 30 Jun 17
31 Dec 17
000's
000's
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share
157,727
156,324
156,324
Effect of dilutive potential ordinary shares from share options
-
129
-
Weighted average number of ordinary shares for the purposes of diluted earnings per share
157,727
156,453
156,324
Loss
Six months
Six months
Year to
to 30 Jun 18
to 30 Jun 17
31 Dec 17
From operations
000's
000's
000's
Loss for the purposes of basic earnings per share being net profit attributable to owners of the parent
(17,277)
(109)
(148)
Potential dilutive ordinary shares from share options
-
-
-
Loss for the purposes of diluted earnings per share
(17,277)
(109)
(148)
Loss per share from operations
Basic and diluted (p)
(11.0)
(0.1)
(0.1)
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDIR SEEFLWFASEEU
Recent news on Tanfield
See all newsREG - Tanfield Group PLC - Final Results for the year ended 31 Dec 2023
AnnouncementREG - Tanfield Group PLC - Snorkel Investment Update
AnnouncementREG - Tanfield Group PLC - Snorkel Investment Update
AnnouncementREG - Tanfield Group PLC - Interim Results for the six-months to 30 June 2023
AnnouncementREG - Tanfield Group PLC - Result of AGM
Announcement