Preliminary Results

30th Apr 2009 07:00



SGM

30 April 2009

Sigma Capital Group plc

("Sigma", "the Group" or "the Company")

Preliminary Results Announcement for the year ended 31 December 2008

Sigma Capital Group plc is a specialist asset management and advisory group focused on venture capital, property and commercialisation of university IP.

Key Points

Financial:

Revenue from services of £4.73m (2007: £5.98m)

Adjusted profit before tax, before revaluation of investments and provision for bad debts, of £0.62m (2007: £1.12m)

Loss before tax of £0.49m (2007: profit before tax of £0.86m)

Loss per share of 1.38p (2007: earnings per share of 0.40p)

Cash balances at year end of £3.8m (2007: £6.2m - excl. cash due to third parties)

Cash balances as at 29 April 2009 of £4.5m plus £0.6m Frontier IP* - equivalent to 10.8p per share

Net assets per share of 15.9p (2007: 15.6p)

*proceeds following Frontier IP Group plc Placing

Operational:

Venture capital fund management business:

- further £4.4m funds raised for Sigma Sustainable Energy Fund II

- 14 transactions completed with further investment of £4.5m in venture capital funds portfolio plus

additional £3.2m from third party investors

- five disposals from portfolio during 2008 and one disposal post year end. Total of 20 portfolio

companies remaining, with £15.3m investment from Sigma funds of which Sigma holds £1.75m as an

investment on its balance sheet

- recurring revenue for 2009 covers costs

Property activity: 

- seventh property limited partnership established - acquired forward funded leisure and office

development in Aberdeen for £40m

- management team strengthened - new business development director appointed

Post year end:

Proposed demerger and listing on the PLUS market of Frontier IP (Sigma's university IP commercialisation arm) at a value of £3.5m

- following a Placing, Frontier IP will have £1m cash (gross) to fund growth

- Sigma will own up to 77.4% of new Frontier IP Group plc

- if value recognised in Sigma's balance sheet at year end, would have increased net asset per share by

7.5p to 23.4p 

David Sigsworth, Chairman, said:

"It is encouraging that in an exceptionally difficult year, we have been able to maintain profitability at a trading level, with our two core businesses making profitable contributions. In the current financial year, we are pleased that we have significantly strengthened the position of our university IP commercialisation business.

While the trading environment remains tough, Sigma has a strong balance sheet, substantial cash resources and significant recurring revenues. In addition, the Group's cost base has been tightened and Sigma's unquoted portfolio is held at a well written-down value. 

With these foundations in place and clear objectives for our three businesses, as we emerge into more stable trading conditions, we are well placed to take advantage of market opportunities." 

Enquiries

Sigma Capital Group plc	Graham Barnet, Chief Executive Marilyn Cole, Finance Director	T: 020 7448 1000 (today) T: 0131 220 9444 (thereafter)
Biddicks	Katie Tzouliadis	T: 020 7448 1000
Arbuthnot Securities	Tom Griffiths/ Neil Kirton	T: 020 7012 2000

Company website: www.sigmacapital.co.uk

  Sigma Capital Group plc

Preliminary Results Announcement

for the year ended 31 December 2008

Chairman's Statement

Introduction

The trading environment in the year to 31 December 2008 became more challenging as the year progressed, reflecting the wider economic and financial crises. The impact was felt across the Group. We found it harder to raise further funds for our core venture capital fund management business and our property activities were adversely affected by investor confidence. At the same time, as asset values fell globally, the holding value of Sigma's investments also reduced. 

Despite these challenges, I am pleased to report that our core businesses made profitable contributions to the Group's trading results. This is a creditable result, helped by recurring revenues from our venture capital business and the establishment of our seventh property limited partnership by our property subsidiary.

At a trading level, the Group generated a profit from trading activities, before tax and adjustments, of £0.62m. However, the impact of our decision to take an extremely cautious view of valuations within Sigma's portfolio holdings, and therefore the unquoted portfolio being held at a well written-down value, resulted, as expected, in a loss before tax of £0.49m. Net assets per share closed the year higher than expected at 15.9p and the balance sheet remains very strong, with significant cash resources.

I am pleased to highlight a significant development which occurred after the period end, in April 2009, when we announced that our university IP commercialisation arm was obtaining a listing on the PLUS Market. This move, and an associated fund raising, gives this business a platform for its future growth. Given our ongoing substantial holding in the company, it will continue to be accounted for as a subsidiary of the Group.

We expect 2009 to remain challenging. However, Sigma is financially and operationally well-positioned to take advantage of any opportunities as we return to a more stable business environment.

Results

Revenue from services for the year was £4.73m (2007: £5.98m), a reduction of 21% compared with the prior year. The venture capital fund management business continued to increase its revenue from services, with revenues rising by 19%. However, revenue from services from property activities fell by 36%. The Group's total revenue was impacted by the Board's decision to adopt a highly conservative view of the current value of the Group's investment portfolio. This downward revaluation reduced total revenue by £0.96m to £3.77m (2007: total revenue £5.83m). 

At a trading level, before adjustment for the revaluation of the portfolio and before the provision for bad debts, the Group made a profit of £0.62m (2007: £1.12m), with the venture capital fund management business and the property business making profitable contributions. However, after adjustments and provisions, the Group made a loss before tax for the year of £0.49m (2007: profit before tax of £0.86m).

The year ended 31 December 2008 saw an increase in administrative overheads of 12% to £3.05m, from £2.73m, reflecting investment in personnel. However, the non-replacement of some staff leavers as well as a programme to decrease the cost base has resulted in a reduction of the Group's cost base, on a like-for-like basis, of over 20% year-on-year. Operating costs are expected to close the current financial year at well below 2008 levels and at, or below, 2007 levels.

At the end of the first half, the 749,750 Preference Shares in the share capital of the Company were redeemed through the issue of new ordinary shares of £0.01 at 50p per share. The resultant removal of this liability helped to strengthen the Group's net asset position. Net assets per share attributable to equity holders of Sigma closed the year at 15.9p (2007: 15.6p).

Cash balances at the year end stood at £3.80m (2007: £6.17m, excluding cash due to third parties). The reduction is principally due to the delay in the full capitalisation of the seventh property limited partnership and to the purchase of investments. The delay in the capitalisation of the partnership resulted in accrued income of £1.96m at the year end and a short term loan to this partnership of £0.52m. The loan has since been repaid and the accrued income is expected to be converted into cash by the half year. The purchase of investments net of disposals resulted in a cash outflow during the year of £0.72m (2007: £0.29m). At 29 April 2009, the last business day prior to the release of this announcement, Sigma's cash balances stood at £4.5m. Including the additional cash from the proposed listing and fund raising for the university IP commercialisation arm would give cash of £5.1m, equivalent to 10.8p per share.

Capital Reduction

The Company's historical deficit on its profit and loss account has meant that it has been unable to make a distribution to its shareholders. On 25 November 2008, I wrote to shareholders proposing a reduction of the share premium account which would enable the Company to eliminate the deficit on its profit and loss account and, when the directors consider it appropriate, to make a distribution to shareholders of profits arising in future years. The proposed reduction was approved by shareholders, subsequently approved by the Court on 21 January 2009 and registered at Companies House on 2 February 2009. The Board is not recommending the payment of a dividend at this time.

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 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 the renewable energy sector. Its second energy fund, the Sustainable Energy Fund II, reached its final closing in December 2008, with £49.4 million funds under management, having raised an additional £4.4m of capital in the year from new investors. We were pleased that EDP S.A., Portugal's largest utility provider, was one of these new investors. Our relationship with both Scottish and Southern Energy plc, and EDP S.A. will be of significant value to the Group for its current funds and for future projects. It also substantially enhances our due diligence resources and technical and commercial services. Sigma intends to continue to increase its presence in the renewable energy sector, launching other types of funds outside the venture capital arena.

During the year, the funds managed by Sigma completed 14 new and follow-on investments, investing a total of £4.5m, with third party investors investing an additional £3.2m. The funds disposed of their investment in five portfolio companies during the year and made one further disposal post the year end whilst two portfolio companies were placed into administration during the year.

The three historic funds (Venture Fund, Innovation Fund and Sustainable Energies Fund) have now come to 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 is a potential return on investment for the Group.

There are currently 20 portfolio companies held by these historic funds and our flagship Sustainable Energy Fund II and these companies have received a total investment of £15.3m from Sigma's funds. Sigma has a direct exposure totalling £1.75m in the funds' portfolio companies and we remain positive about their prospects.

We expect the venture capital fund management business in 2009 to generate recurring income of £1.5m (net of direct costs). This will cover all the overhead costs of this business activity and also the Group's central and board costs. Any new fund management contracts will therefore significantly enhance Sigma's earnings potential and increase the Group's earnings visibility since fund management contracts typically have a ten-year tenure. Such fund management contracts will be in areas other than venture capital.

Property

The Group's property investment management activity is transacted through its subsidiary, Strategic Investment Management Limited, in which Sigma holds a 62.07% interest.

In May 2008, the property division's seventh limited partnership acquired the City Wharf development in Aberdeen, a mixed retail, leisure and office complex, at a total cost of £40m. As previously reported, the business experienced difficulties in fully capitalising this project due to the severe downturn in the financial markets and banking sector and indeed it has been a difficult process maintaining investor confidence. However, since February 2009, we have seen a significant upturn in investor confidence especially for quality assets and we now anticipate completing the capitalisation of this partnership by the half year. This should generate some £0.6m of revenue in the first half of the current financial year and generate cash of up to £2.6m. Our focus on very high quality assets with strong convenants is proving to be a good defensive measure in these uncertain times.

The business has been strengthened during the year, with the appointment of Graeme Dornan as Business Development Director in November and new funds raised via a rights issue in December. Sigma was pleased to participate in the rights issue and, as a result, increased its holding in the subsidiary from 47.8% to 62.07%.

Overheads in the property subsidiary have been contained and, on current activity levels, we project overheads in 2009 to total £0.8m. This represents a substantial reduction on overhead costs in 2008, which were £1m. We see significant opportunities in the present marketplace and we remain confident of completing at least one further limited partnership in the current financial year.

University IP Commercialisation

Sigma's university IP commercialisation activity is carried out through its wholly-owned subsidiary, Frontier IP Limited. Frontier IP Limited has two preferential, long-term university partnerships in place, with the Robert Gordon University and the University of Dundee, and helps both universities identify and progress commercialisation opportunities.

On 15 April 2009, Sigma announced details of a proposed demerger and listing on the PLUS Market of Frontier IP Limited ("Frontier IP") (previously called Sigma IP Limited). The listing is being effected by way of a reverse takeover of ARH Leisure Investments Plc ("ARH"), an investment company quoted on the PLUS market. The agreement values Sigma's holding in Frontier IP at £3.5m. Historically, Sigma's holding in Frontier IP has been carried at nil value and, at this level, if recognised in Sigma's balance sheet, Sigma's net assets per share would increase by a further 7.5p. Sigma is also participating in a placing of new shares by ARH by committing up to £0.35m. Following the completion of the listing and the placing, Sigma expects to hold up to 77.4% of ARH and ARH will be re-named Frontier IP Group plc ("Frontier IP Group"). Neil Crabb and Alister Minty of Frontier IP will be appointed Chairman and Managing Director respectively of Frontier IP Group. 

The sale and other related proposals are subject to, amongst other things, ARH shareholder approval at a general meeting, to be held on 11 May 2009. ARH has already received irrevocable undertakings from shareholders, holding, in aggregate, approximately 80.44% of its share capital, to vote in favour of the proposed resolutions.

Following the placing, and including ARH's existing cash balances of some £0.35m, Frontier IP Group is expected to have approximately £1m of cash gross of expenses to fund growth.

In addition to Neil Crabb and Alister Minty serving on the board of Frontier IP Group, Marilyn Cole, Sigma's Finance Director, and Graham Barnet, Sigma's Chief Executive, will serve as part-time Finance Director and Non-executive Director respectively, pursuant to a services agreement between Frontier IP and Sigma Technology Management Limited, Sigma's FSA authorised and regulated subsidiary. This agreement will also cover the provision of strategic advice and financial and regulatory services. Sigma's Corporate Development Director, Jackie McKay, will be responsible for the development of new and existing relationships for Frontier IP Group, although she will remain an employee of Sigma. This agreement is for an initial period of 18 months and reflects Sigma's ongoing support for the business as well as its significant shareholding.

The placing provides significant funding for Frontier IP and its reversal onto PLUS gives it a platform for growth as a stand-alone business. There is also the potential to realise significant value for Sigma shareholders through Sigma's shareholding in Frontier IP Group. Frontier IP Group will continue to be accounted for as a subsidiary given Sigma's substantial shareholding and, as at 11 May 2009, it will contribute approximately £0.6m of additional cash to the Group's cash balances.

Outlook

It is encouraging that in an exceptionally difficult year, we have been able to maintain profitability at a trading level, with our two core businesses making profitable contributions. In the current financial year, we are pleased that we have significantly strengthened the position of our university IP commercialisation business. While the trading environment remains tough, Sigma has a strong balance sheet, substantial cash resources and significant recurring revenues. In addition, the Group's cost base has been tightened and Sigma's unquoted portfolio is held at a well written-down value. 

With these foundations in place and clear objectives for our three businesses, as we emerge into more stable trading conditions, we are well placed to take advantage of market opportunities. I look forward to giving a further update on Sigma's progress in my report at the half year.

 

David Sigsworth

Chairman

29 April 2009

  Sigma Capital Group plc

Results for the year ended 31 December 2008

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2008

	Notes	Audited 2008 £'000	Audited 2007 £'000
Revenue
Revenue from services		4,729	5,980
Other operating income
Realised losses on disposal of equity investments  Unrealised losses on the revaluation of investments Rental income		(21) (940) -	(50) (168) 63
Total revenue		3,768	5,825
Cost of sales		(1,445)	(2,508)
Gross profit		2,323	3,317
Administrative expenses (net)		(3,045)	(2,728)
(Loss)/profit from operations		(722)	589
Finance income		248	283
Finance costs		(16)	(17)
(Loss)/profit before tax		(490)	855
Taxation	3	(69)	(311)
(Loss)/profit for the year		(559)	544
Attributable to:
Equity holders of the company		(637)	165
Minority interests		78	379
		(559)	544
(Loss)/earnings per share attributable to the equity holders of the Company:
Basic (loss)/earnings per share	4	(1.38)p	0.40p
Diluted (loss)/earnings per share	4	(1.38)p	0.39p

All of the operations of the Group are classed as continuing and there were no recognised gains and losses in either year other than those included in the income statement.

Sigma Capital Group plc

Results for the year ended 31 December 2008

CONSOLIDATED BALANCE SHEET

At 31 December 2008

	Audited 2008 £'000	Audited 2007 £'000
ASSETS
Non-current assets
Goodwill	-	44
Property and equipment	61	84
Financial assets at fair value through profit and loss	2,268	2,383
Deferred tax asset	10	10
Non-current cash	1,250	1,250
	3,589	3,771
Current assets  Trade receivables Other current assets Trading investments Short term loan Cash and cash equivalents	666 2,574 42 519 2,547	612 549 165 - 6,052
	6,348	7,378
Total assets	9,937	11,149
LIABILITIES
Current liabilities
Loan stock	46	-
Trade and other payables	1,234	2,018
Current income tax payable	380	308
	1,660	2,326
Non-current liabilities
Preference share capital	-	750
Total liabilities	1,660	3,076
Net assets	8,277	8,073
EQUITY
Called up share capital  Share premium account  Merger reserve Share based payment reserve Capital reserve Retained earnings	468 18,196 (249) 114 (7) (11,085)	453 17,460 (249) 72 (7) (10,671)
Equity attributable to equity holders of the Company	7,437	7,058
Minority equity interest	840	1,015
Total equity	8,277	8,073

 

 Sigma Capital Group plc

Results for the year ended 31 December 2008

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2008

	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
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2007	384	14,104	(249)	(7)	43	(10,836)	3,439
Issue of shares	69	3,356	-	-	-	-	3,425
Profit for the year	-	-	-	-	-	165	165
Share-based payments	-	-	-	-	29	-	29
At 31 December 2007	453	17,460	(249)	(7)	72	( 10,671)	7,058
Issue of shares	15	736	-	-	-	-	751
Loss for the year	-	-	-	-	-	(637)	(637)
Share-based payments	-	-	-	-	42	-	42
Negative goodwill	-	-	-	-	-	223	223
At 31 December 2008	468	18,196	(249)	(7)	114	(11,085)	7,437

	Total equity attributable to equity holders of Company	Minority interest	Total equity
	£'000	£'000	£'000
At 1 January 2007	3,439	681	4,120
Issue of shares	3,425	-	3,425
Profit for the year	165	379	544
Share-based payments	29	-	29
Acquisition of shares in Si Management	-	(45)	(45)
At 31 December 2007	7,058	1,015	8,073
Issue of shares	751	-	751
(Loss)/profit for the year	(637)	78	(559)
Share-based payments	42	-	42
Negative goodwill/acquisition of shares in SIMH	223	(253)	(30)
At 31 December 2008	7,437	840	8,277

 

 Sigma Capital Group plc

Results for the year ended 31 December 2008

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2008

	Audited 2008 £’000	Audited 2007 £’000
Cash flows from operating activities
Cash (used in)/generated from operations	(2,551)	2,559
Interest paid	(10)	(92)
Taxation paid	3	(303)
Net cash (used in)/generated from operating activities	(2,558)	2,164
Cash flows from investing activities
Purchase of property and equipment	(16)	(72)
Purchase of financial assets at fair value through profit and loss	(837)	(299)
Disposal of financial assets at fair value through profit and loss	114	12
Purchase of trading investments	-	(94)
Short term loan	(519)	-
Interest received	250	280
Net cash used in investing activities	(1,008)	(173)
Cash flows from financing activities
Proceeds from issue of ordinary shares	751	3,425
Redemption of preference shares	(750)	-
Issue of shares and loan stock in subsidiary company	60	-
Redemption of preference shares in subsidiary company	-	(502)
Net cash generated from financing activities	61	2,923
Net (decrease)/increase in cash and cash equivalents	(3,505)	4,914
Cash and cash equivalents at beginning of year	7,302	2,388
Cash and cash equivalents at end of year	3,797	7,302
Cash generated from operations
(Loss)/profit before income tax	(490)	855
Adjustments for:
Share-based payments	42	29
Depreciation	39	51
Net finance income	(232)	(266)
Fair value loss/(gain) on financial assets at fair value through profit  or loss	21	50
Changes in working capital:
Trade and other receivables	(2,081)	362
Other financial assets at fair value through profit or loss	940	168
Trade and other payables	(790)	1,310
	(2,551)	2,559

 

  Sigma Capital Group plc

Results for the year ended 31 December 2008

NOTES

1. This preliminary announcement was approved for issue by a duly appointed and authorised committee of the Board of Directors on 29 April 2009.

2. Basis of preparation

The financial information set out in this announcement does not constitute statutory financial statements for the year ended 31 December 2008 or 31 December 2007. The report of the auditor on the statutory financial statements for each of the years ended 31 December 2008 and 31 December 2007 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 237(2) or (3) of the Companies Act 1985. The statutory financial statements for the year ended 31 December 2007 have been delivered to the Registrar of Companies. The statutory financial statements for the year ended 31 December 2008 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

3. Taxation

The charge to taxation is arrived at as follows:

	2008	2007
	£'000	£'000
UK corporation tax - current tax on profits of the year at 28.5% (2007: 30%)	69	311
Deferred tax - short term timing differences	-	-
Income tax on profit on ordinary activities	69	311

The Group's deferred tax assets, other than those relating to short term timing differences, are not recognised in accordance with Group policy.

4. (Loss)/earnings per share

(Loss)/earnings per share is calculated by dividing the loss attributable to equity holders of Sigma Capital Group plc of £637,000 (2007: profit £165,000) by the weighted average number of ordinary shares in issue during the year ended 31 December 2008 of 46,053,912 (2007: 41,573,577).

Diluted (loss)/earnings 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 (loss)/earnings per share is calculated by dividing the same (loss)/profit attributable to equity holders of the Company as above by the adjusted number of ordinary shares in issue during the year ended 31 December 2008 of 46,059,922 (2006: 42,294,700). 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.

 

5. Financial assets at fair value through profit and loss 

The investments made by the venture funds, the Venture Fund, the Innovation Fund, the SSEF and the SSEF II in the year ended 31 December 2008 are set out below.

	Total amount invested	% holding (fully diluted)
	£'000	%
Sigma Technology Venture Fund
B1 Medical Limited
Commercialisation of technology in the field of medical devices for orthopaedics. Follow-on investment £100,000 by way of convertible loan.	900	22.0
Sigma Innovation Fund (East of Scotland)
AviIT Limited
Design and implementation of software solutions for the aviation sector. A follow-on investment of £180,000 plus a convertible loan of £50,000.	480	26.3
DataPA Limited
Data rationalisation tool. Follow-on investment of £195,000.	445	45.4
Exterity Limited
Develops and supplies a set of products that distribute TV and video around business and campus networks for corporate, education and hospitality organisations. Investment of £300,000.	300	5.4
Extramed Limited
Develops innovative clinically focused software products for hospital and patient management systems, specialist solutions in expanding clinical areas together with consultancy services. Follow on investment of £50,000 by means of a convertible loan that was converted into equity in 2009.	300	27.7
Factonomy Limited
Software that enables the rapid development of web enabled solutions for corporates. Investment of £300,000.	300	18.9
SFX Technologies Ltd
Developed a patented sound delivery technology. Follow on investment £180,000.	480	10.6

 

Sigma Sustainable Energies Fund
Exterity Limited
See above. Investment of £500,000.	500	9.0
Environmental Building Partnership Limited
Produces a dynamic insulation and filtration product that lowers energy demand for heating and cooling a building. Investment £500,000.	500	24.7
Ensco 240 Limited
New company set up to enter into arrangements regarding the development of innovative solar technologies. Investment of £500,000 by means of a convertible loan.	500	n/a
IRT Surveys Ltd
Specialises in infrared thermography and technology services for the non-destructive testing of buildings and flat roves with particular emphasis on identifying energy loss. Follow on investment of £200,000 by means of a convertible loan that was converted in 2009.	500	37.2
St Andrew's Fuel Cells Ltd
Development of new solid oxide fuel cell.	500	16.0
Follow on investment of £250,000 by means of a convertible loan.
XiPower Ltd
Develops battery power management systems and monitoring technologies for use in products and systems that use rechargeable batteries, super-capacitors and fuel cells. Follow on investment of £200,000 by means of a convertible loan.	500	33.2
Sigma Sustainable Energy Fund II
Onzo Limited
Home energy monitoring and home energy display manufacture. Investment of £985,000.	985	23.0

6.  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 29 May 2009 and will also be available on its website at www.sigmacapital.co.uk.

ENDFR PUUUACUPBPUB

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