29th Jun 2012 07:00
Mentum Inc.
("Mentum" or "the Company")
Final Results for the year ended 31 December 2011
Mentum (AIM: MEN) announces its financial results for the year ended 31 December 2011.
Summary
·; Disposal of Mentum's underlying trading business completed and the Company is now operating as
an investing Company seeking opportunities in the oil and gas sector.
·; Total comprehensive expense for the year of US$7.8 million (2010: US$5.5 million);
·; As at the year end, cash at bank of US$1.5 million (2010: US$1.7 million).
Enquiries: |
|
Mentum Inc, Mike Hirschfield
| Tel: +44(0)84 4815 7339 |
Strand Hanson Limited, James Harris / David Altberg
| Tel: +44(0)20 7409 3494 |
Gable Communications Limited, John Bick / Justine James
| Tel: +44(0) 20 7193 7463 Tel: +44 (0) 7872 061007
|
Chairman's Statement
I am pleased to be able to present the final results for the year ended 31 December 2011, which has been a period of significant reorganisation for the business.
Disposal of underlying trading business
On 15 December 2011 Mentum Inc ("Mentum" or the "Company") completed the disposal of its LME trading activities and related subsidiaries (together referred to as the "Group"), and certain associated assets and liabilities. This fundamental disposal removed the Company's exposure to such loss making operations and allows the Company to focus on identifying an alternative investment proposition that the Directors believe can deliver enhanced value to shareholders.
Further to this disposal, Mentum became an investing company in accordance with Rule 15 of the AIM Rules for Companies ("AIM Rules") seeking opportunities in the oil and gas sector in line with the adopted investing strategy, as detailed in the circular dated 17 November 2011 which was duly approved by shareholders. In accordance with AIM Rule 15, the Company is required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its investing strategy within twelve months of the Extraordinary General Meeting held on 15 December 2011 (the "EGM"), failing which the Ordinary Shares will be suspended from trading on AIM. If the Company's investing strategy has not been implemented within eighteen months of the EGM then the admission to trading on AIM of its ordinary shares will be cancelled and the Directors will be required to convene a general meeting of shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders at that time. The Board is currently actively engaged in the process of identifying and evaluating potential acquisition targets and is confident that a suitable business will be identified during the course of this year.
Operating Review
Results
For the year to 31 December 2011, the Company incurred a loss from continuing operations of US$0.8 million (2010: US$0.4 million), reflecting ongoing administrative costs, and due diligence related expenditure of US$0.4 million in respect of the investigation of potential acquisition targets.
In addition, the Company incurred a loss from discontinued operations of US$6.3 million (2010: US$5.0 million, which includes a loss on disposal of US$5.7 million (2010: US$ nil) Accordingly, the total loss for the year was US$7.1m (2010: US$5.5m) and the basic and diluted loss per share was 2.02c (2010: 1.57c).
As at 31 December 2011, the Group had no debt and its cash balances stood at US$1.5 million (2010: US$1.7 million).
Outlook
The Board, in conjunction with its professional advisers, continues to appraise potential attractive investment opportunities and is confident that it will be in a position to table a suitable transaction to shareholders during the current year. In the meantime, the Board is continuing to maintain a tight control over the company's expenditure in order to preserve its existing cash resources.
The Board would like to thank all stakeholders for their patience and support throughout the restructuring period and looks forward to reporting progress in due course.
Graham Porter
Non-executive Chairman
29 June 2012
Mentum Inc.
Consolidated Statement of Comprehensive Income
Notes | 2011 | 2010 | |||
US$'000 | US$'000 | ||||
Aborted transaction costs | (372) | - | |||
Administrative expenses | (427) | (440) | |||
Total administrative expenses | (799) | (440) | |||
Loss before and after tax | (799) | (440) | |||
Loss for the year from continuing operations | (799) | (440) | |||
Discontinued operations | |||||
Loss for the year from discontinued operations | 4 | (6,259) | (5,034) | ||
Loss for the year | (7,058) | (5,474) | |||
Other comprehensive income | |||||
Exchange gain on translating foreign operations | 184 | 139 | |||
Net loss on available-for-sale financial assets | (106) | (163) | |||
Exchange differences recycled on disposal of subsidiary undertakings | (288) | - | |||
Net gain on available-for-sale financial assets recycled on disposal of subsidiary undertakings | (563) | - | |||
Other comprehensive (expense) for the year, net of tax | (773) | (24) | |||
Total comprehensive (expense) for the year, attributable to owners of the company | (7,831) | (5,498) | |||
Loss per share | 5 | ||||
Discontinued operations | (1.79) | (1.44) | |||
Continuing operations | (0.23) | (0.13) | |||
Basic and diluted (cents per share) | (2.02) | (1.57) | |||
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All amounts included in other comprehensive income relate to discontinued operations.
Mentum Inc.
Consolidated Statement of Changes in Equity
| Share capital | Share premium account | Other reserves Capital redemption reserve | Other reserves Translation reserve | Retained earnings | Total equity |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Balance at 1 January 2010 | 629 | 66,496 | 92 | (35) | (55,754) | 11,428 |
Recognition of share-based payments | - | - | - | - | 2,862 | 2,862 |
Transactions with owners | - | - | - | - | 2,862 | 2,862 |
Loss for the year | - | - | - | - | (5,474) | (5,474) |
Other comprehensive income for the year: | ||||||
Loss on revaluation of available-for-sale assets | - | - | - | - | (163) | (163) |
Exchange gain on translating foreign operations | - | - | - | 139 | - |
139 |
Total comprehensive income | ||||||
for the year | - | - | - | 139 | (5,637) | (5,498) |
Balance at 31 December 2010 | 629 | 66,496 | 92 | 104 | (58,529) | 8,792 |
Transactions with owners | - | - | - | - | - | - |
Loss for the year | - | - | - | - | (7,058) | (7,058) |
Other comprehensive income for the year: |
| |||||
Loss on revaluation of available-for-sale asset | - | - | - | - | (106) |
(106) |
Exchange gain on translating foreign operations | - | - | - | 184 | - |
184 |
Exchange difference recycled on disposal of subsidiary undertakings | - | - | - | (288) | - |
(288) |
Gains on revaluation of available-for-sale asset recycled on disposal of subsidiary undertakings | - | - | - | - | (563) |
(563) |
Total comprehensive expense | ||||||
for the year | - | - | - | (104) | (7,727) | (7,831) |
Balance at 31 December 2011 | 629 | 66,496 | 92 | - | (66,256) | 961 |
Mentum Inc.
Consolidated Statement of Financial Position
31 December 2011 | 31 December 2010 | ||
Notes | US$'000 | US$'000 | |
Assets | |||
Non-current | |||
Property, plant and equipment | - | 356 | |
Other receivables | - | 2,000 | |
- | 2,356 | ||
Current | |||
Cash and cash equivalents | 1,495 | 1,730 | |
Balance due from brokers | - | 176 | |
Other financial assets | - | 3,077 | |
Trade and other receivables | 57 | 3,006 | |
Total current assets | 1,552 | 7,989 | |
Total assets | 1,552 | 10,345 | |
Liabilities | |||
Current | |||
Balance due to brokers | - | 299 | |
Trade and other payables | 591 | 1,239 | |
Other financial liabilities | - | 15 | |
Total liabilities | 591 | 1,553 | |
Equity | |||
Share capital | 6 | 629 | 629 |
Share premium account | 66,496 | 66,496 | |
Other reserves | 92 | 196 | |
Retained earnings | (66,256) | (58,529) | |
Equity attributable |
|
| |
to owners of the company | 961 | 8,792 | |
Total equity and liabilities | 1,552 | 10,345 |
Mentum Inc.
Consolidated Statement of Cash Flows
| 2011 | 2010 | ||
| US$'000 | US$'000 | ||
| Operating activities | |||
| Continuing operations | |||
Loss after tax | (799) | (440) | ||
Increase in trade and other receivables | (51) | (6) | ||
Increase/(decrease) in trade and other payables | 430 | (36) | ||
| Net cash (outflow) from operating activities from continuing operations | (420) | (482) | |
| ||||
| Discontinued operations | |||
| Net cash outflow from operating activities from discontinued operations | 423 | 641 | |
| ||||
| Net cash inflow from operating activities | 3 | 159 | |
| ||||
| Investing activities | |||
| Cash disposed of with subsidiaries | (161) | - | |
| Discontinued operations | (77) | 293 | |
| Net cash (outflow)/inflow from investing activities | (238) | 293 | |
| ||||
| ||||
| Net (reduction)/increase in cash and cash equivalents | (235) | 452 | |
| Cash and cash equivalents at beginning of year | 1,730 | 1,278 | |
| Cash and cash equivalents at end of year | 1,495 | 1,730 | |
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| Analysed into: |
|
| |
| Continuing operations | 1,495 | 1,086 | |
| Discontinued operations | - | 644 | |
1 Accounting policies
a) Basis of preparation
The Company was incorporated in the Cayman Islands which does not prescribe the adoption of any particular accounting framework. The Board has therefore adopted and complied with International Financial Reporting Standards as adopted by the European Union (IFRS).
The Group's shares are listed on the AIM market of the London Stock Exchange.
The principal accounting policies of the Group, which have been applied consistently, are detailed in the Group's annual report and consolidated financial statements.
b) Going concern
The Directors have prepared cashflow projections for the twelve month period ending 30 June 2013. The projections take into account the cash balance as at the date the financial statements were signed, the costs of running the Group as an investing business, the on-going commitments and estimated costs in respect of due diligence on potential acquisition targets but assume no acquisition will be completed. The Directors will only incur additional costs in respect of potential acquisition targets to the extent that funds are available to cover those costs. An acquisition will only be completed if the required funding to finance the acquisition and the on-going working capital requirements following that acquisition is secured. On the basis of these projections, the financial statements have been prepared on a going concern basis.
2 segmental reporting
IFRS 8 requires an entity to report financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Generally, financial information is required to be reported on the same basis as is used internally for evaluating operating segment performance and deciding how to allocate resources to operating segments.
The chief operating decision makers of the Group are the non-executive directors. Financial information used internally by the non-executive directors for evaluating performance and deciding how to allocate resources does not identify separable geographical or operating segments but rather presents information for the Group as a whole. For this reason, the Group reports financial information in its financial statements on the basis of the Group as a whole and does not report by operating or geographic segment. The Group has no on-going trading activities and will reconsider the reporting segments dependent on the outcome of the investing strategy.
During the year the Group incurred costs of $372k in respect of identifying potential acquisitions which have subsequently been aborted.
3 tax - continuing operations
There is no tax charge for the year (2010: US$nil).
The tax assessed for the period differs from the standard rate of corporation tax in the UK as follows:
| 2011 | 2011 | 2010 | 2010 |
| US$'000 | % | US$'000 | % |
|
|
|
|
|
Loss before taxation |
|
|
|
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- continuing | (799) |
| (440) |
|
- discontinued | (6,259) |
| (5,034) |
|
| (7,058) |
| (5,474) |
|
Loss multiplied by standard rate of corporation tax in the UK | (1,835) | 26 | (1,533) | 28 |
|
|
|
|
|
Effect of: |
|
|
|
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Loss not assessable for tax | 1,835 | (26) | 1,533 | (28) |
|
|
|
|
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Total tax charge for year | - |
| - |
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4 DISCONTINUED OPERATIONS
Prior to disposal on 15 December 2011, the discontinued operations generated a loss before and after tax of US$554,000. This is analysed as follows;
2011 | 2010 | ||||
US$'000 | US$'000 | ||||
Net surplus from associated business | 1,242 | 5,361 | |||
Gains on derivative financial instruments | 6,266 | 718 | |||
Operating income/(loss) | 7,508 | 6,079 | |||
Administrative expenses | (4,929) | (6,077) | |||
Loss on disposal of available-for-sale assets | - | (166) | |||
Direct trading costs | (3,133) | (1,996) | |||
Finance costs | - | (12) | |||
Share based payment charge | - | (2,862) | |||
|
| ||||
Profit/(loss) before and after tax | (554) | (5,034) | |||
Loss on disposal of discontinued operations (note 7) | (5,705) | - | |||
(6,259) | (5,034) |
Notes:
(i) As detailed in note 7 the Group disposed of all its trading activities.
(ii) Administrative expenses include a provision for onerous contracts of US$1,646,000 representing the discounted net present value of future property operating lease rental payments taking account of arrangements currently in place to sublet the property (2010:US$nil).
They also include US$88,000 (2010:US$nil) in respect of onerous contracts for non cancellable finance leases for plant and equipment no longer used in the business and the impairment in full of all tangible fixed assets prior to disposal resulting in an impairment and depreciation charge totalling US$433,000 (2010:US$184,000).
(iii) Loss before tax is arrived at after charging:
31 December 2011 | 31 December 2010 | |
US$'000 | US$'000 | |
Depreciation and impairment | 169 | 184 |
Operating lease charges | 279 | 224 |
Foreign exchange | 350 | 318 |
Impairment | 264 | - |
(iv) For the purpose of presenting discontinued operations, the comparative consolidated statement of comprehensive income, consolidated statement of cashflows and the related notes have been presented as if the operations discontinued during the year had been discontinued at the beginning of the comparative period.
(v) Cash of US$161,000 was disposed of with the subsidiary entities at the date of disposal.
5 LOSS per share
The calculation of the basic loss per share is based on the consolidated loss attributable to owners of the Company divided by the weighted average number of shares in issue during the year.
2011 | 2010 | |
US$'000 | US$'000 | |
Profit/(loss) attributable to owners of the Company | ||
Continuing operations | (799) | (440) |
Discontinued operations | (6,259) | (5,034) |
(7,058) | (5,474) | |
Weighted average number of shares for calculating basic loss per share | 349,268,114 | 349,268,114 |
2011 | 2010 | |
US cents | US cents | |
Basic and diluted loss per share | ||
Continuing operations | (0.23) | (0.13) |
Discontinued operations | (1.79) | (1.44) |
Total | (2.02) | (1.57) |
There are no dilutive instruments which would give rise to a diluted earnings per share.
6 Share capital
The share capital of the Group is denominated in GBP. Following the change in reporting currency in 2009, the share capital has been translated into USD at the historic rate.
31 December 2011 | 31 December2010 | |||
US$'000 | US$'000 | |||
Authorised | ||||
1,000,000,000 ordinary shares of 0.1p | 1,875,100 | 1,875,100 | ||
Allotted, issued and fully paid | ||||
349,268,114 (2010: 349,268,114) ordinary shares of 0.1p | 629 | 629 | ||
The movement in the number of shares is as follows: |
| |||
Number ofordinary shares |
| |||
At 31 December 2009, 31 December 2010 and 31 December 2011 | 349,268,114 |
|
The ordinary shares carry one vote each and on a winding up of the Group, the balance of assets available for distribution will, subject to any relevant restrictions, be divided amongst the members.
7 DISPOSAL OF SUBSIDIARY UNDERTAKINGS AND OTHER ASSETS
On 15 December 2011, the Group disposed of its entire interest in Mentum Investments Limited and Mentum Partner Limited including its subsidiary Mentum LLP along with certain assets of the parent Company to Corvus Commodities Limited. In addition the Group novated its contract with Sucden (UK) Limited which is referred to as the Tambelan Agreement. Mentum Inc. entered into the Tambelan Agreement in 2006 having acquired the Tambelan Interest, a net profit sharing agreement between Sucden (UK) Limited and Tambelan Group Limited pertaining to a London Metal Exchange Floor Trading team. The net assets of the subsidiaries at the date of disposal together with the other assets disposed of were as follows:
2011 | ||
US$000 | ||
Net assets of subsidiaries disposed of: | ||
Trade and other receivables | (128,275) | |
Cash and cash equivalents | (161) | |
Other payables | 125,150 | |
Obligations under property lease | 1,646 | |
Obligations under other finance leases | 88 | |
Total net assets disposed of with subsidiaries: | (1,552) | |
Other assets disposed of: | ||
LME Holdings shares | (2,727) | |
LME trading balances | (1,271) | |
Sucden deposit (net of US$46,000 due from Corvus) | (954) | |
(4,952) | ||
Recycling of exchange reserves on disposal | 288 | |
Recycling of gain on revaluation of available-for-sale asset | 563 | |
Total consideration | - | |
Disposal costs | (52) | |
Loss on disposal | (5,705) |
Following the disposal of the shares in LME Holdings, the novation of the Tambelan agreement and the disposal of the subsidiary undertakings to Corvus Commodities Limited, Chris Adams resigned as a Director of Mentum Inc. to take a role at Corvus Commodities Limited and to continue his role on the LME Trading Team.
Under the Tambelan agreement Mentum Inc. had a minimum income guarantee in favour of Sucden of £3,250,000 per annum (approximately US$5,200,000). Had management taken the decision to terminate the Sucden contract rather than novate the agreement to Corvus Commodities Limited under the terms of the Sucden agreement, Mentum Inc. would have been required to give 12 months notice of termination of the contract. This would have given rise to a minimum payment of US$5,200,000 to Sucden over that 12 month period.
At the time of the disposal Mentum Inc. was due US$1,271,000 in accordance with the terms of the Tambelan agreement which was also novated to Corvus Commodities Limited.
At the time of the disposal open trades on the trading accounts of Mentum Investments Limited showed a potential loss of US$125,150,000 offset by cash held on deposit with Sucden of US$128,275,000. Many of the open trading positions were unmatched as at the date of disposal and this valuation therefore is at a mark-to-market rate and represented a significant risk which management believed the business no longer had the capital base to support. During the course of any given period, the quantities of open trades and cash deposits held with Sucden can fluctuate significantly depending upon trading opportunities. Whilst at the date of disposal the trading results indicate that these accounts were in a net positive position, this position changes on a daily basis to reflect changes in the metal markets.
8 PUBLICATION
The financial information set out in this preliminary announcement does not constitute statutory accounts.The consolidated statement of financial position as at 31 December 2011 and the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and enclosed notes for the year then ended have been extracted from the Group's 2011 statutory financial statements upon which the auditors opinion is unqualified.
The Annual Report for the year ended 31 December 2011 will be posted to shareholders.
The Annual General Meeting of the Group will be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on 26 July 2012 at 10.00 a.m. BST.
Copies of the annual report will be available on the Company's website, www.commoditrade.net.
Related Shares:
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