5th Jan 2011 07:00
5 January 2011
IPSO VENTURES PLC
INTERIM RESULTS FOR SIX MONTHS ENDED 31 OCTOBER 2010
Ipso Ventures plc (AIM: IPS) ("IPSO", the "Company" or the "Group"), the demand led technology commercialisation business, is pleased to announce its unaudited interim results for the six months to 31 October 2010.
Key points:
·; Progress with the investment portfolio
• IPSol Energy raised over £400,000 from private investors and is poised to become the UK's first accredited solar photovoltaic testing facility
• Discussions have commenced with potential licensees of Cambridge Meditech's novel infection monitoring device
• Therakind sold its interest in one of its products for a significant upfront payment and royalties on product sales in the EU
·; Financing
• Successfully raised a further £325,000 of equity financing
• Further reductions made to the cost structure of the business
·; Strengthened the board through the appointments of Craig Rochford and John Kelly
Simon Hunt, Chairman of IPSO, said: "The last six months have not been easy for IPSO, but we believe that we have added value to our portfolio and we remain confident that we can realise some of that value in the second half of the year."
…Ends…
Further information, please contact:
IPSO Ventures plc Simon Hunt, Executive Chairman Nick Rodgers, Chief Executive Officer
| Tel: 020 7921 2990 www.ipsoventures.com
|
Allenby Capital Limited (nominated adviser and broker) Nick Naylor Nick Athanas
| Tel: 020 3328 5656
|
Company description:
IPSO Ventures is a business creator and active investor in new technologies, principally in the renewable energy sector. Its experienced management team focuses on adding commercial value to enable young companies to move forward rapidly.INTERIM MANAGEMENT REPORT
Overview
Over the last six months we have continued to create value in our portfolio and we remain confident that we will realise some of this value during the second half of this financial year.
We were encouraged by the fact that we were able to raise a modest amount of additional equity financing in August 2010 from a group of new investors in a very difficult market and, as part of this fundraising exercise, the board has been strengthened by the additions of Craig Rochford and John Kelly.
Portfolio analysis by sector
We continued to provide a variety of support for all the businesses including financial administration, business development advice, recruitment of management and staff, hands on management support and funding.
As at 31 October 2010 | As at 30 April 2010 | |||
Fair value | Fair value | |||
Sector | £ | % | £ | % |
Healthcare | 1,751,750 | 61 | 1,751,750 | 65 |
New materials | 254,190 | 9 | 254,190 | 10 |
Process and software | 531,309 | 18 | 531,309 | 20 |
Energy and environmental | 348,376 | 12 | 147,172 | 5 |
Total portfolio value | 2,885,625 | 100 | 2,684,421 | 100 |
Consolidation adjustments | (908,001) | - | (1,055,172) | - |
Consolidated value | 1,977,624 | 100 | 1,629,249 | 100 |
Energy and environmental
IPSol Energy Limited, our PV module testing business, has raised more than £400,000 to invest in equipment and working capital. IPSol Energy is in the process of becoming the UK's first accredited solar PV testing facility.
Healthcare
Cambridge Meditech Limited has progressed discussions with a number of companies and its technology are currently being tested in a clinical trial for a major US medical device company.
Medermica Limited is about to enter negotiations with a UK orthopaedic specialist for a commercial licence for a niche application of its pH measurement technology. It is also in discussions with a European fertility specialist about a further application of this technology.
Therakind Limited, our paediatric healthcare business, sold the majority of its interest in midazolam hydrochloride oromucosal solution, a product which has been designed for the treatment of children suffering from acute epileptic seizures. Therakind received a significant initial upfront payment and will receive a further milestone payment on the granting of marketing approval for the product. Therakind will also receive royalties on sales of the product in the EU.
New materials
Polyfect Solutions Limited has ongoing discussions with various parties regarding the deployment of its technology in a number of applications.
Process and software
Axilica Limited, which has developed behavioural synthesis tool software, secured non-dilutive funding through participation in two European funded software projects. Discussions with interested parties are progressing.
WildKnowledge (the trading name for WildKey Limited) is making steady progress but the educational sector is particularly difficult at the moment. Further cuts to the cost base have been made to ensure the company remains viable.
Board changes
In August 2010, as a result of the fundraising referred to above, we appointed Craig Rochford and John Kelly to the board. Peter Knox left the board at the same time, although he remains closely involved with two of our investee companies. In October 2010, as a result of the ceasing of headhunting activity, Simon Haworth left the board. We are very grateful for their valuable contributions to the business.
Financial review
Overview
Our revenues have continued to grow, up 120% from the same period last year. This, coupled with a 40% reduction in corporate overheads, resulted in a 60% reduction in the Group's loss after tax, compared with the first half of the previous financial year.
Investment activities
Financial constraints prevented us from making any new investments during the period. However, we have been working with our portfolio companies to add value and, where appropriate, position them for exit.
Financing
As indicated in the previous Annual Report, the recent fundraising, together with anticipated realisations from our existing portfolio, will allow us to create a financially self-sustaining entity over the medium term.
Operating costs
Corporate operating costs during the period were reduced by 40% compared to the same period last year. Increased activity in IPSol Energy Limited, which was a subsidiary company until the period end, resulted in additional costs. In addition, exceptional costs were incurred relating to the ceasing of headhunting activity. We continue to scrutinise and manage our cost base carefully.
Cash
Current cash and short term investments totals £75,430.
Outlook and risks
The outlook for IPSO remains challenging and is unlikely to get easier in the short term. Without further equity funding, which we believe will be difficult in the current market conditions, we remain dependent on sales of assets to ensure the continued financing of the business. The Directors have carefully considered the financial position of the business and are confident that the actions being taken by management to realise certain of the portfolio assets will provide sufficient funding to take the business forward.
Simon Hunt
Executive Chairman
5 January 2011
Nick Rodgers
Chief Executive
5 January 2011
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 31 October 2010
Note | Unaudited six months ended 31 October 2010 £ | Unaudited six months ended 31 October 2009 £ | Audited year ended 30 April 2010 £ | |
Revenue | 78,000 | 35,168 | 83,073 | |
Change in fair value of investments | 201,204 | - | 151,125 | |
Administrative expenses | ||||
- corporate | (283,185) | (462,773) | (753,081) | |
- subsidiary portfolio companies | (143,957) | (70,274) | (234,208) | |
- exceptional | (45,323) | - | - | |
Share-based payment | (36,867) | (17,082) | (198,089) | |
Research and development expenses | - | (67,500) | (67,500) | |
Operating loss | (230,128) | (582,461) | (1,018,680) | |
Finance income – interest receivable | - | 7,606 | 10,211 | |
Loss before tax | (230,128) | (574,855) | (1,008,469) | |
Tax | - | 246 | 13,655 | |
Loss and total comprehensive income for the period attributable to equity holders of the parent | (230,128) | (574,609) | (994,814) | |
Loss per share | ||||
Basic and diluted | 4 | (1.8)p | (4.5)p | (7.8)p |
All results derive from continuing operations.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 31 October 2010
Attributable to equity holders of the Group
Share capital £ |
Own shares £ |
Share premium £ | Share option reserve £ |
Other reserve £ |
Retained losses £ |
Total £ |
Minority interest £ |
Total equity £ | |
At 1 May 2009 (audited)
| 636,343 | (100,000) | 5,080,585 | 72,945 | (175,292) | (2,872,365) | 2,642,216 | 332 | 2,642,548 |
Consolidated loss for the period
| - | - | - | - | - | (574,609) | (574,609) | - | (574,609) |
Employee share option charge
| - | - | - | 17,082 | - | - | 17,082 | - | 17,082 |
At 31 October 2009 (unaudited)
| 636,343 | (100,000) | 5,080,585 | 90,027 | (175,292) | (3,446,974) | 2,084,689 | 332 | 2,085,021 |
Issue of share capital
| 23,118 | - | 208,942 | - | - | - | 232,060 | - | 232,060 |
Own shares held by Employee Benefit Trust
| - | (225,295) | - | - | - | - | (225,295) | - | (225,295) |
Consolidated loss for the period
| - | - | - | - | - | (420,205) | (420,205) | - | (420,205) |
Dilution of investment in subsidiary
| - | - | - | - | - | - | - | 83 | 83 |
Employee share option charge
| - | - | - | 181,007 | - | - | 181,007 | - | 181,007 |
At 30 April 2010 (audited)
| 659,461 | (325,295) | 5,289,527 | 271,034 | (175,292) | (3,867,179) | 1,852,256 | 415 | 1,852,671 |
Issue of share capital
| 162,500 | - | 127,500 | - | - | - | 290,000 | - | 290,000 |
Consolidated loss for the period
| - | - | - | - | - | (230,128) | (230,128) | - | (230,128) |
Disposal of investment in subsidiary
| - | - | - | - | - | 296,154 | 296,154 | (83) | 296,071 |
Employee share option charge
| - | - | - | 36,867 | - | - | 36,867 | - | 36,867 |
At 31 October 2010 (unaudited) | 821,961 | (325,295) | 5,417,027 | 307,901 | (175,292) | (3,801,153) | 2,245,149 | 332 | 2,245,481 |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 October 2010
Note | Unaudited 31 October 2010 £ | Unaudited 31 October 2009 £ | Audited 30 April 2010 £ | |
ASSETS
| ||||
Non-current assets | ||||
Intangible assets | 98,864 | 105,374 | 98,864 | |
Property, plant and equipment | 5 | 5,625 | 7,825 | 6,316 |
Investments | 6 | 1,977,624 | 1,478,124 | 1,629,249 |
Total non-current assets | 2,082,113 | 1,591,323 | 1,734,429 | |
Current assets | ||||
Other receivables | 7 | 173,549 | 111,848 | 70,864 |
Cash and cash equivalents | 8 | 75,430 | 554,903 | 159,191 |
Total current assets | 248,979 | 666,751 | 230,055 | |
Total assets | 2,331,092 | 2,258,074 | 1,964,484 | |
EQUITY AND LIABILITIES
| ||||
Share capital | 821,961 | 636,343 | 659,461 | |
Share premium | 5,417,027 | 5,080,585 | 5,289,527 | |
Own shares | (325,295) | (100,000) | (325,295) | |
Share option reserves | 307,901 | 90,027 | 271,034 | |
Other reserve | (175,292) | (175,292) | (175,292) | |
Retained losses | (3,801,153) | (3,446,974) | (3,867,179) | |
Equity attributable to equity holders of the parent | 2,245,149 | 2,084,689 | 1,852,256 | |
Minority interest | 332 | 332 | 415 | |
Total equity | 2,245,481 | 2,085,021 | 1,852,671 | |
Current liabilities | ||||
Trade and other payables | 9 | 85,430 | 172,648 | 111,632 |
Non-current liabilities | ||||
Deferred tax liabilities | 181 | 405 | 181 | |
Total liabilities | 85,611 | 173,053 | 111,813 | |
Total equity and liabilities | 2,331,092 | 2,258,074 | 1,964,484 |
The financial statements were approved by the Board of Directors and authorised for issue on 5 January 2011. They were signed on its behalf by
Simon Hunt
Director
5 January 2011CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months ended 31 October 2010
Unaudited six months ended 31 October 2010 £ | Unaudited six months ended 31 October 2009 £ | Audited year ended 30 April 2010 £ | ||
Operating activities | ||||
Loss for the period | (230,128) | (574,609) | (994,814) | |
Adjusted for: | ||||
Fair value movements in investments | (201,204) | - | (151,125) | |
Depreciation of property, plant and equipment | 1,530 | 2,715 | 4,528 | |
Amortisation of intangible assets | - | 4,107 | 10,617 | |
Income tax credit | - | (246) | (470) | |
Disposal of investment in subsidiary | 296,071 | - | - | |
Shares issued for non-cash consideration | - | - | 6,764 | |
Share-based payment expense | 36,867 | 17,082 | 198,089 | |
Operating cash flows before movements in working capital | (96,864) | (550,951) | (926,411) | |
(Increase)/decrease in receivables | (102,685) | (33,281) | 7,703 | |
(Decrease)/increase in payables | (26,202) | 13,735 | (47,280) | |
Net cash used in operating activities | (225,751) | (570,497) | (965,988) | |
Investing activities | ||||
Purchases of intangible assets | - | (21,000) | (21,000) | |
Purchases of property, plant and equipment | (839) | (1,130) | (1,434) | |
Payments to acquire investments | - | (25,000) | (25,000) | |
Reclassification of investment in subsidiary | (147,171) | - | - | |
Net cash used in investing activities | (148,010) | (47,130) | (47,434) | |
Financing activities | ||||
Proceeds on issue of shares | 325,000 | - | 83 | |
Share issue costs | (35,000) | - | - | |
Net cash from financing activities | 290,000 | - | 83 | |
Net decrease in cash and cash equivalents | (83,761) | (617,627) | (1,013,339) | |
Cash and cash equivalents at beginning of period | 159,191 | 1,172,530 | 1,172,530 | |
Cash and cash equivalents at end of period | 75,430 | 554,903 | 159,191 |
NOTES TO THE CONSOLIDATED SET OF FINANCIAL STATEMENTS
for the six months ended 31 October 2010
1. General information
The financial information for the six months ended 31 October 2010 is unaudited and has been prepared in accordance with the accounting policies set out in the Group's Annual Report for the year ended 30 April 2010. The financial information for the six months ended 31 October 2009 is also unaudited and the results have not been reviewed by the Group's auditors. The financial information relating to the year ended 30 April 2010 has been extracted from the full report for that year. The report of the auditors on the 2010 accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) Companies Act 2006. The statutory accounts for the year ended 30 April 2010 were approved at the Group's Annual General Meeting on 10 September 2010 and have been delivered to the Registrar of Companies.
2. Accounting policies
The annual financial statements of the Group are prepared in accordance with IFRS as adopted by the EU. The condensed set of financial statements included in this Interim Report has been prepared in accordance with International Accounting Standard ('IAS') 34 'Interim Financial Reporting', as adopted by the EU.
Basis of preparation
The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual financial statements. No new standards that have become effective during the period have had a material effect on the Group's financial statements.
3. Business segments
In accordance with IFRS 8, the Group is required to define its operating segments based on the internal reports presented to its chief operating decision maker in order to allocate resources and assess performance. The chief operating decision maker is the Chief Executive. The reportable segments are Consultancy & Portfolio Management, Healthcare and Energy & Environmental.
The accounting policies of the reportable segments are the same as the Group's accounting policies. Administrative costs incurred in the Portfolio Management segment are not allocated to the various reportable segments; each segment incurs its own administrative costs.
No geographical information is provided because the Group only operates in the United Kingdom.
Consultancy | ||||
& Portfolio | Energy & | |||
Management | Healthcare | Environmental | Consolidated | |
Six months to 31 October 2010 (unaudited) | £ | £ | £ | £ |
Revenue
| ||||
Total segment revenue | 78,000 | - | - | 78,000 |
Result
| ||||
Change in fair value of investments | 201,204 | - | - | 201,204 |
Share-based payments | (36,867) | - | (38,698) | (75,565) |
Administrative expenses | (328,508) | (31,948) | (73,311) | (433,767) |
Loss before tax | (86,171) | (31,948) | (112,009) | (230,128) |
Consultancy | ||||
& Portfolio | Energy & | |||
Management | Healthcare | Environmental | Consolidated | |
Six months to 31 October 2009 (unaudited) | £ | £ | £ | £ |
Revenue
| ||||
Total segment revenue | 35,168 | - | - | 35,168
|
Result
| ||||
Research and development expenses
| - | (67,500) | - | (67,500) |
Share-based payments | (17,082) | - | - | (17,082)
|
Administrative expenses | (462,773) | (27,906) | (42,368) | (533,047)
|
Operating loss | (444,687) | (95,406) | (42,368) | (582,461)
|
Finance income - interest receivable | 7,606 | - | - | 7,606
|
Loss before tax | (437,081) | (95,046) | (42,368) | (574,855)
|
Consultancy | ||||
& Portfolio | Energy & | |||
Management | Healthcare | Environmental | Consolidated | |
Year to 30 April 2010 (audited) | £ | £ | £ | £ |
Revenue
| ||||
Total segment revenue | 78,578 | - | 4,495 | 83,073
|
Result
| ||||
Change in fair value of investments | 151,125 | - | - | 151,125
|
Research and development expenses
| - | (67,500) | - | (67,500) |
Share-based payments | (198,089) | - | - | (198,089)
|
Administrative expenses | (753,081) | (45,569) | (188,639) | (987,289)
|
Operating loss | (721,467) | (113,069) | (184,144) | (1,018,680)
|
Finance income - interest receivable | 10,211 | - | - | 10,211
|
Loss for the year and total comprehensive income for the year
| (711,256) | (113,069) | (184,144) | (1,008,469) |
4. Loss per share
The basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares of 14,581,287 outstanding during the six months ended 31 October 2010 (2009: 12,726,855).
There were no dividends for the six months ended 31 October 2010 or the six months ended 31 October 2009.
There were no potentially dilutive share options over ordinary shares in the Group outstanding at the period end and therefore the dilutive earnings per share are equal to the basic earnings per share.
5. Property, plant and equipment
Fixtures and fittings |
Computer equipment | Total | |
£ | £ | £ | |
Cost | |||
At 1 May 2010 | 4,855 | 22,129 | 26,984
|
Additions | - | 839 | 839
|
At 31 October 2010 | 4,855 | 22,968 | 27,823
|
Accumulated depreciation and impairment | |||
At 1 May 2010 | (1,724) | (18,944) | (20,668)
|
Charge for the period | (486) | (1,044) | (1,530)
|
At 31 October 2010 | (2,210) | (19,988) | (22,198)
|
Net book value | |||
At 31 October 2010 | 2,645 | 2,980 | 5,625
|
At 31 October 2009 | 3,617 | 4,208 | 7,825
|
At 30 April 2010 | 3,131 | 3,185 | 6,316
|
6. Investments
The Group held the following investments in unquoted companies:
Unaudited six months ended 31 October 2010 £ | Unaudited six months ended 31 October 2009 £ | Audited Year ended 30 April 2010 £ | |
Available-for-sale investments (fair value) | |||
At the beginning of the period | 1,629,249 | 1,453,124 | 1,453,124 |
Investments during the period | - | 25,000 | 25,000 |
Change in fair value in the period | 201,204 | - | 151,125 |
Reclassifications in the period | 147,171 | - | - |
At the end of the period | 1,977,624 | 1,478,124 | 1,629,249 |
All of the available-for-sale investments, held at fair value through profit and loss, were designated as such upon initial recognition.
7. Other receivables
Unaudited six months ended 31 October 2010 £ | Unaudited six months ended 31 October 2009 £ | Audited Year ended 30 April 2010 £ | |
Amounts due from investee companies | 92,310 | 5,000 | 13,089 |
Corporation tax receivable | 13,185 | 12,324 | 13,185 |
Other receivables | 54,407 | 65,969 | 20,429 |
Prepayments and accrued income | 13,647 | 28,555 | 24,161 |
173,549 | 111,848 | 70,864 |
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
8. Cash and cash equivalents
Unaudited six months ended 31 October 2010 £ | Unaudited six months ended 31 October 2009 £ | Audited Year ended 30 April 2010 £ | |
Cash and cash equivalents | 75,430 | 47,081 | 23,280 |
Short-term deposits | - | 507,822 | 135,911 |
75,430 | 554,903 | 159,191 |
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates their fair value.
9. Trade and other payables
Unaudited six months ended 31 October 2010 £ | Unaudited six months ended 31 October 2009 £ | Audited Year ended 30 April 2010 £ | |
Trade creditors | 39,410 | 112,626 | 46,096 |
Other creditors | 20,321 | 295 | 18,025 |
Accruals and deferred income | 25,699 | 59,727 | 47,511 |
85,430 | 172,648 | 111,632 |
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the carrying amount of trade payables approximates to their fair value.
10. Disposal of subsidiary
The disposal of subsidiary reflects the change of the Group's holding in IPSol Energy Limited following investment made by third parties. The adjustment to retained earnings reflects the results of IPSol Energy Limited, which were included in the consolidated results, until the date when it ceased to be a subsidiary of the Group.
Related Shares:
PPG.L