RNS Number:4045J
Adaptive Venture Managers PLC
31 March 2003
PRELIMINARY ANNOUNCEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2002
CHAIRMAN'S STATEMENT
This is my first annual statement to shareholders since becoming Executive
Chairman of the Group at the end of July last year. It affords me the
opportunity to present the trading results, to report on other material matters
including actions already taken by the Board and, to provide a strategic view of
the future of Adaptive. In common with many other small technology-based
operations, Adaptive has gone through a very difficult period, the results of
which are reflected in the trading outcome and the directors' estimated
valuation of the Group's investments.
Trading Results
The Group's trading results for the year ended 30 September 2002, before
exceptional items, bad debt provisions and the non-recurring profit on the sale
and leaseback of the Group's premises, continued the trend shown in the first
half of the year with the operating loss falling to #159,000 compared with
#215,000 for the nine months' period to 30 September 2001. However, after bad
debt provisions, the operating loss rose to #840,000 and, after taking account
of exceptional and non-recurring items and interest, the loss is #1.075M.
The trading results have therefore been completely overwhelmed by provisions
made following the suspension of Hearing Enhancement's (HE) shares and
provisions against the investments in and debts of other client companies.
Having carefully examined the potential future of the Group's investments in
Pneumetrica and Full Immersion Television (FIT) and the intellectual property
licensed to them, the Board has decided that provisions should be made against
the full cost of those assets and, by association, the amounts due by those
companies to the Group. Against this, there has been a partial release of the
provision made last year in respect of EctoPharma. These net provisions
amounted to #1.19m, which was partially offset by the profit made on the sale of
the Group's premises.
The overall impact on the Group of the above provisioning is clearly very
significant. I have commented further on these provisions and the consequent
need for accounting and operational changes later in this statement.
Profit and Loss Statement
Year to Nine months to Year to
30 September 30 September 31 Dec
2002 2001 2000
Audited Audited Audited
#'000 #'000 #'000
Revenues 916 630 769
Operating loss (840) (215) (168)
Provision for diminution in value of fixed (513) (420) -
asset investments
Profit on sale of premises 318
Interest (40) (34) 14
Loss on ordinary activities before taxation (1,075) (669) (154)
Board Changes
As you know Malcolm McSwan stepped down as Chairman on 26 July 2002 and remains
a non-executive director. Roger Gifford, Dr Walter Jacobs and Richard
Muir-Simpson have resigned as directors.
Following Richard's resignation I have absorbed his role into my position as
Executive Chairman. I have considerable experience, having been actively
involved in developing engineering companies for many years, including three
successful management buy-ins over the last twelve.
I am very pleased to welcome Dr Clive Dyson as an executive director and to the
position of Managing Director - Client Company Development. Clive is a doctor
of physics with an MBA and prior to joining us was chief executive of the
National Microelectronics Institute. He will have full responsibility for the
development of client companies prior to the appointment of chief executives of
each client.
Client Companies
The position and development of each client company is reviewed in detail in the
Operational and Financial Report, contained below.
Investment Assets
Investment activity during the year was very modest with an additional
commitment of #50,000 being made to DC Heat and #10,000 to the patent
application filed by the Group's subsidiary, AE Patents in connection with the
licence granted to FIT.
Following the successful financing for HE, which took place last August, your
Board were optimistic that the company would quickly make progress with the
development and commercialisation of their Nano Loop and Pico Loop products.
However, markets turned against them; they were unable to secure the orders that
they anticipated in time and, following cash shortages, the shares, as stated
earlier, were suspended in November. As a result, Adaptive has made a provision
in respect of our shareholding in HE and we are unlikely to recover most of our
debt.
Following detailed reviews of the speed of development of and the funding
implications for both Pneumetrica and FIT, the directors concluded that new
funds could not be raised and have made appropriate provisions in the accounts
for the value of the investments and the debts due from those two companies.
In order to recognise the continuing significant problems in the private equity
markets, the Board has decided that, in future, no allowance should be made for
any potential equity for debt swaps involving balances due from client companies
and that services may be withdrawn from clients who are unable to meet their
obligations.
In aggregate, the total net cost of investments and intellectual property has
been reduced by #474,000 to #810k. Similarly, the cumulative valuation of all
investment assets, on a consistent basis, fell from #2.4m in 2001 to #0.8m as at
30 September 2002.
DC Heat has made good progress over the past six months. They are currently
involved in another financing round to raise #200,000 at #2.00 per share.
Adaptive are unable to participate in this financing round because of the
Company's current financial position and have made a provision of #138,000
against this investment reflecting the current issue price. However, DC Heat
has a well-considered business plan and is making good progress against its
plan. This provision is therefore not in any way a reflection of the
performance of DC Heat, it is simply a reflection of the very difficult market
for financing small technology companies.
Finally, I am pleased to report that EctoPharma Ltd has recently undertaken
another financing round at #0.50p per share raising approximately #250,000,
resulting in a partial release of the provision made last year.
Recent Activities
The Board of Adaptive has carried out the following actions over recent months:
* Restructured the Executive Board.
* Significantly reduced annual operating costs through staff reductions,
changes in operating structure and more controlled purchasing.
* Tightened operating and accounting policies.
* Reviewed the Group's business model.
* Undertaken the investigation of a number of new client companies.
* Applied to become a co-investor partner with Scottish Enterprise in
their co-investment fund.
The future of the Group
The Board recognise that after a number of years of investment, there have been
no returns to shareholders and in the light of this have reviewed your Group's
position. We have carried out a thorough review of the Group's business model,
cost base, working methodologies and future strategy, and I would like to share
our findings, thoughts and solutions with you.
As you are aware, Adaptive's prime activity has been to create businesses by
taking a good idea, usually with intellectual property rights attached,
developing a strategy for growth, investing in and managing this growth, and
then exiting. Income comes from services, in particular specialist development
services, to client companies and from the sale of these client companies. To
date, Adaptive has invested in five client companies, but has not undertaken any
full exits.
The Board has modified the Adaptive business model, picking up the best points
of the seven years the Company has existed and combining these with new
approaches and ideas. The model remains one of developing businesses under
close supervision, with daily management support including, initially, senior
management and strategic direction. This model gives Adaptive a number of
strategic advantages:
* It remains a low risk way of managing young companies.
* Good ideas/businesses can be moved to Livingston from other parts of
the UK and even from overseas.
* It is an attractive route through which to undertake corporate
venturing and portfolio mining from any source.
* It provides a supportive environment for developing and licensing
IP.
The new elements of the model are:
* To combine compatible ideas and businesses, including acquisition/
receiverships, to form larger organisations, thus increasing value.
* To exit from businesses rapidly, or have a clear plan and funding to
grow a sizeable enterprise.
* In the case of the latter, to introduce a focused CEO at an early
stage.
* To use AE Patents Ltd to develop a major Intellectual Property (IP)
licensing business independent of Adaptive's client companies.
* To significantly increase the investment funds available to
Adaptive, initially through partners like Scottish Enterprise and private
business angel organisations.
Based on the above, your Board has the intention of growing Adaptive but we have
to overcome the immediate financing problems.
The Board's preference would be to raise money by way of a Rights Issue to give
all shareholders the opportunity to participate. However, this would mean the
production of a detailed Offer document in compliance with the Public Offer of
Securities Regulations 1995, and this would be an unacceptably expensive
exercise in comparison to the funds required. Accordingly, it is proposed that
as there is no longer effective trading in the Company's shares:
* The Company should withdraw its listing on the Alternative
Investment Market ("AIM"),
* It should be taken private, which will enable it to communicate with
shareholders and offer all shareholders the opportunity to participate in future
Rights Issues on a more informal basis; and
* It should undertake a share placing to raise approximately #200,000.
By de-listing the Company and taking it private the regulatory burden and
attendant costs will be reduced and Adaptive will be able to communicate more
informally with shareholders, which I believe will be helpful.
We are currently living in an extremely difficult economic climate and your
Board's strategy for going forward will be to identify small companies that we
believe are capable of being turned around with the type of management skills
that the new management team is able to provide. Adaptive have already
established contact with various banks who are supportive of this strategy and
who, the Board believe, may be willing to provide additional financial support
to the Company to enable it to develop and implant this strategy.
I am very aware of the importance of trying to restore some liquidity in your
shareholding. However, the primary task must be to restore shareholder value.
Once that has been achieved, options will be kept open and Adaptive may again
seek a listing if and when it seems appropriate to do so.
R B Rae
Chairman
31 March 2003
Overview
The year to 30 September 2002 was the most testing experienced by the Group.
Stock markets in both the UK and North America continued to weaken before
fluctuating around a low base without any clear evidence of sustained direction.
As a result, the quantity of new listings on either the Official List or AIM
fell very significantly as did, as a direct consequence, the availability of
personal private equity emanating from realised capital gains. Further
confirmation of these conditions came from the near 70% drop in the new funds
received by venture capital trusts in the year to April 2002 compared with 2001.
Hearing Enhancement PLC
HE's interim results for the six months to 30 June 2002 showed a 59% decrease in
revenues to #326,000 (2001: #803,000) and a pre-tax turnaround from a first half
2001 reported profit of #7,000 to a reported loss of #574,000 for the first six
months of 2002.
The drop in sales was due to seasonal phasing of ongoing contracts. HE completed
the development of five new products for the business-to-business and personal
markets. It invested #441,000 (2001:#46,000) in these new products and
associated fixed assets. There were significant commitments associated with the
development and launch of the new products. The company was awarded an Airtime
Service Provider's Licence by Vodafone. Just over #600,000 was raised from a
placing of new shares.
As HE's year-end is 31 December, the full year's results are not yet available,
and as noted in the Chairman's statement, the shares are currently suspended,
pending the financial restructuring of the company.
Shares held by Adaptive at 30 September 2002 1,955,709
Percentage of issued capital 13.7%
Cost #193,946
Less: provision #(22,867)
Net book value #171,079
Valuation #195,571
D C Heat Limited
DC Heat, benefiting from the recruitment of its first directly employed chief
executive, has built on the commercial opportunities that had been identified
previously. Both the product range and the customer base have been expanded and,
recently, the Company's audited results for 2002 showed revenues of #612,000
(2001:#79,000) and a loss of (#340,000) (2001: #422,000). Further progress is
expected in 2003..
Shares held by Adaptive at 30 September 2002 276,131
Percentage of issued capital 33%
Cost #634,754
Less: provision #(138,035)
Net book value #496,719
Valuation #517,000
Pneumetrica Limited
Over the year, considerable effort was directed into improving the reliability
of Pneumetrica's products. However, the development of a robust technical and
commercial platform has not been completed. As a result, and reflecting the
difficult financing conditions, the decision has been taken to write off both
the carrying cost of the investment (#299,000) and the debt due from Pneumetrica
to Adaptive (#497,000). The future of this investment is currently under review.
Shares held by Adaptive at 30 September 2002 74,625
Percentage of issued capital 47%
Cost #298,500
Less: provision #(298,500)
Valuation #0
Full Immersion Television Limited
While the process of obtaining international registration of the intellectual
property has continued, the development of commercial applications has made
little progress. As a result, the decision has been taken to write off both the
carrying cost of the investment (#90,000) and the debt due from FIT to Adaptive
(#77,000). The future of this investment is currently under review.
Shares held by Adaptive at 30 September 2002 60,000
Percentage of issued capital 50%
Cost #90,000
Less: provision #(90,000)
Valuation #0
EctoPharma Limited
Following the 2001 write down in the value of the investment in EctoPharma,
there was considerable concern surrounding its future. Thus, conditioned by
qualified optimism, recent information released by EctoPharma indicated that its
intellectual property assets have made considerable progress and attracted
interest from a small number of major companies. The Company has recently
carried out a successful rights issue and placing, and therefore the directors
feel it is appropriate to increase the valuation.
Shares held by Adaptive at 30 September 2002 286,259
Percentage of issued capital 9.5%
Cost #448,429
Less: provision #(334,000)
Net book value #114,429
Valuation #115,000
Intellectual Property
The Group generates royalties from intellectual property acquired from inventors
and then licensed back to client companies. Royalties, usually based on 7.5% of
relevant sales, build up over three years (minimum #50,000 per annum after 3
years). The Group writes off its patent interests over 5 years while licences
run for up to 10 years. Currently, patents and other intellectual property have
been licensed to Hearing Enhancement, Pneumetrica and Full Immersion Television.
The Group has written off the value of its FIT patents (#50,000) leaving a book
value of #28,000, being the director's value of the remaining patents and
licences.
A summary valuation table is given below. Valuations have been estimated by the
directors using BVCA guidelines.
Cost less provision Directors' Estimated Valuation
30 Sept 02 31 March 02 30 Sept 02
#'000 #'000 #'000
Hearing Enhancement PLC 171 475 196
D C Heat Ltd 497 792 517
Pneumetrica Ltd 0 299 0
Full Immersion Television Ltd. 0 100 0
EctoPharma Ltd 114 29 115
Intellectual property (at net book value) 28 450 28
Total 810 2,145 856
Dr Clive Dyson
Managing Director - Client Company Development
31 March 2003
Basis of opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Audit Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the Group's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Going concern
In forming our opinion, we have considered the adequacy of the disclosures made
in the financial statements concerning the Group's ability to obtain sufficient
additional funding to enable it to continue as a going concern. We specifically
draw your attention to the matters contained under Basis of Preparation in the
Principal Accounting Policies set out in the financial statements of the
Company. Our opinion is not qualified in this respect.
Opinion
In our opinion the financial statements give a true and fair view of the state
of affairs of the Company and the Group at 30 September 2002and of the loss of
the Group for the year then ended and have been properly prepared in accordance
with the Companies Act 1985.
GRANT THORNTON
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
EDINBURGH
31 March 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT 12 Months to 9 Months
30 September to 30
For the year ended 30 September 2002 September
2002 2001
# #
Turnover 916,118 630,336
Cost of sales (229,038) (186,966)
Gross profit 687,080 443,370
Administrative expenses (846,006) (657,992)
Bad debts written off in respect of client companies (681,416) -
Operating loss (840,342) (214,622)
Exceptional Items
Profit on sale of fixed assets 318,206 -
Provision for diminution in value of fixed asset investments & patents (513,206) (419,803)
Net interest (40,272) (34,478)
(Loss) on ordinary activities before taxation (1,075,614) (668,903)
Tax on (loss) on ordinary activities - -
(Loss) for the financial period (1,075,614) (668,903)
Basic (loss) per share (pence) (7.3p) (5.3p)
There were no recognised gains or losses other than the loss for the financial
period.
.CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER 2002
2002 2001
# #
Fixed assets
Intangible assets 27,566 88,565
Tangible assets 58,782 557,879
Investments 782,424 1,195,806
868,772 1,842,250
Current assets
Debtors 137,223 445,377
Cash at bank and in hand 77,643 85
214,866 445,462
Creditors: amounts falling due within one year (136,947) (364,528)
Net current assets 77,919 80,934
Total assets less current liabilities 946,691 1,923,184
Creditors: amounts falling due after more than one year - (444,099)
946,691 1,479,085
Capital and reserves
Called up share capital 379,577 254,298
Share premium account 2,967,280 2,549,339
Profit and loss account (2,400,166) (1,324,552)
Shareholders' funds 946,691 1,479,085
CONSOLIDATED CASH FLOW STATEMENT 12 months 9 months
For the year ended 30 September 2002 to 30 September to 30
September
2002 2001
# #
Net cash outflow from operating activities (503,524) (189,850)
Returns on investments and services of finance
Interest paid (37,147) (31,498)
Interest received 847 -
Hire purchase interest paid (3,972) (2,980)
Net cash outflow from returns on investments and servicing
of finance (40,272) (34,478)
Capital expenditure and financial investment
Purchase of intangible fixed assets (14,165) (2,475)
Purchase of tangible fixed assets (8,394) (5,388)
Disposal of tangible fixed assets 765,000
Purchase of investments (50,020) (359)
Net cash inflow / (outflow) from capital expenditure and financial 692,421 (8,222)
investment
Financing
Issue of shares 543,220 -
Repayment of borrowing (450,000) -
Capital element of hire purchase (21,013) (15,759)
Net cash inflow / (outflow) from financing 72,207 (15,759)
Increase / (decrease) in cash 220,832 (248,309)
NOTES TO THE PRELIMINARY ANNOUNCEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2002
1. TAX LOSS ON ORDINARY ACTIVITIES
Because of the Group's results, no tax is due. The reconciliation is explained
as follows:
12 months to 9 months
30 September to 30
2002 September
2001
# #
(Loss) on ordinary activities before tax (1,075,614) (668,903)
(Loss) on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 30%
Effect of: (322,684) (200,671)
Expenses not deductible for tax purposes (27,728) 169,738
Capital allowances for the period in excess of depreciation (85,066) 6,492
Losses carried forward 361,722 24,441
Chargeable gains 73,756' -
Current tax charge for period - -
The Group has unrelieved tax losses amounting to approximately #1,814,000,
which are available to be set against future taxable trading profits.
2. BASIC EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the loss for the
period of #1,075,614 (9 months to 30 September 2001 loss: #668,903) and on the
weighted average number of shares of 14,729,999 ordinary shares of 2p in issue
during the period ended 30 September 2002 (30 September 2001: 12,670,516
ordinary shares of 2p each). There is no dilutive effect on the earnings per
share because the share options' exercise price is not below fair value and
consequently this has not been calculated.
1 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2002 2001
# #
Profit/(loss) for the financial period (1,075,614) (668,903)
Nominal value of issue of new shares 125,279 4,000
Share premium on issue of new shares 473,198 36,000
Expenses written off against share premium (55,257) -
Net increase/(decrease) in shareholders' funds (532,394) (628,903)
Shareholders' funds at 1 October 2001 1,479,085 2,107,988
Shareholders' funds at 30th September 2002 946,691 1,479,085
2 NET CASH OUTFLOW FROM OPERATING ACTIVITIES
12 months to 30 9 months to
September 2002 30 September
2001
# #
Operating loss (840,342) (214,622)
Depreciation and amortisation 84,057 61,969
Increase / (Decrease) in debtors 308,154 (78,223)
(Decrease) / Increase in creditors (55,393) 41,026
Net cash outflow from operating activities (503,524) (189,850)
3 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS/(DEBT)
12 months to 9 months to
30 September 30 September
2002 2001
# #
Increase / (Decrease) in cash in the period 220,832 (248,309)
Cash outflow for bank loans 450,000 -
Cash outflow from hire purchase contracts 21,013 15,759
Cash inflow from decrease in liquid resources - -
Change in net debt resulting from cash flows 691,485 (232,550)
Inception of hire purchase contracts - -
Movement in net debt in the period 691,485 (232,550)
Net debt at 1 October 2001 (633,463) (400,913)
Net funds at 30 September 2002 58,382 (633,463)
PUBLICATION OF NON-STATUTORY ACCOUNTS
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985.
The consolidated balance sheet at 30 September 2002 and the consolidated profit
and loss account, consolidated cash flow statement and associated notes for the
12 month period have been extracted from the Group's 2002 statutory financial
statements upon which the auditors' opinion is unqualified and did not include
any statement under section 237 of the Companies Act 1985. Copies of the
group's audited statutory accounts for the period ended 30 September 2002 will
be despatched to shareholders and the AIM team today. Copies are available to
the public for one month at the company's registered office: 39 Castle Street,
Edinburgh EH2 3BH.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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