TIDMTAN
RNS Number : 2181C
Tanfield Group PLC
28 September 2018
Tanfield Group Plc
("Tanfield", or "the Company")
Interim Results for the six-month period to 30 June 2018
Tanfield, an investing company as defined by AIM Rules,
announces its half year results for the period ending 30 June 2018.
The unaudited financial information will shortly be available on
the Company website at www.tanfieldgroup.com.
Background
The Company is currently defined as an investing company that
has two passive investments. This status resulted from the disposal
of Smith Electric Vehicles in 2010 and the disposal of Snorkel
Europe Limited in October 2013. Tanfield currently owns 49% of
Snorkel International Holdings LLC ("Snorkel") and 5.76% of Smith
Electric Vehicles Corp. ("Smith").
The strategy of the Company in relation to these investments is
to return as much as possible of any realised value to shareholders
as events occur and circumstances allow, subject to compliance with
any legal requirements associated with such distributions.
Summary
-- As reported in the Snorkel Investment Update on 20 September
2018, the Board have impaired the Snorkel investment value to
GBP19.1m ($25.3m), which represents approximately 12p per
share.
-- Smith continues to be held at a nil balance sheet value
following the impairment of the investment at the end of 2015.
-- In June 2018, Snorkel indicated to the Board that it expects
Xtreme will cause SKL Holdings to exercise its call option at the
earliest opportunity, in October 2018. However, this has not been
confirmed by Xtreme or SKL Holdings.
-- Based on the information currently available to the Board, it
is likely that the trailing 12 month EBITDA at October 2018 will
result in the price of the call option being at best a modest
amount, possibly nil, but this will need to be validated at the
time and consequently the Board has restricted its current
valuation of the Company's interest in Snorkel to the priority
amount and preferred return values only.
-- As reported in the Snorkel Investment Update on 20 September
2018, Charles Brooks, the former Chief Financial Officer of
Tanfield Group Plc who had significant input in to the key
documents pertaining to the joint venture between Tanfield and
Xtreme and whose employment transferred following the joint venture
and who is now the Chief Financial Officer at both Snorkel and
Xtreme, has made assertions that the preferred interest position is
only applicable until 30 September 2018, after which date the value
will be nil. The Board do not agree with the assertions made by Mr
Brooks and are of the belief that the intent of the agreement
requires the payment of the preferred interest position prior to or
in conjunction with Xtreme seeking to exercise the call option to
acquire Tanfield's equity in Snorkel.
-- Whilst there is no formal dispute with Xtreme currently, the
Board has inferred from its correspondence with Mr Brooks that this
may occur in due course. Should Xtreme attempt to exercise its call
option and dispute that the adjusted preferred interest position is
payable, the Board will vigorously defend its position that the
preferred interest is payable.
-- The Company's operating loss in H1 2018 reduced to GBP94k (H1
2017: GBP109k). The retained loss for the period, after a GBP17.2m
impairment of the Snorkel investment valuation, was GBP17.3m (H1
2017: GBP0.1m).
Overview of investments
Based on the unaudited financial information received from
Snorkel, during the first six months of 2018 the business achieved
further sales growth resulting in sales of $96.3m, an increase of
21% compared to H1 2017 when sales were $79.7m. Should the trend of
sales growth continue for the remainder of the year, the Board
believes 2018 could see sales in excess of $200m. The reported
gross profit for the period was $12.3m, an increase of $1.7m
compared to H1 2017 ($10.6m). Despite the $1.7m increase in gross
profit, the operating profit, excluding depreciation, saw a $0.7m
decrease to $0.8m compared to H1 2017 ($1.5m). This was as a result
of a material increase in selling, general and admin costs of $2.4m
during the first 6 months of 2018, up to $11.5m in H1 2018 from
$9.1m in H1 2017. As a comparison, the value of selling, general
and admin costs in H1 2016 was $8.9m which is consistent with the
H1 2017 value of $9.1m.
As referenced in the summary, whilst there is no formal dispute
with Xtreme currently, should Xtreme attempt to exercise its call
option and dispute that the adjusted preferred interest position is
payable, the Board will vigorously defend its position that the
preferred interest is payable.
In 2015 the investment in Smith was impaired to nil due to the
uncertainty around its future and the level of funding it required.
The situation continues to be monitored but the Board is of the
opinion that it is highly unlikely that any value will materialise
from the investment.
For further information:
Tanfield Group Plc
Daryn Robinson 020 7220 1666
WH Ireland Limited - Nominated Advisor
James Joyce / Chris Viggor 020 7220 1666
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSING 30 JUNE
2018
Six months Six months Year to
to to
30 Jun 18 30 Jun 31 Dec
(unaudited) 17 (unaudited) 17
(audited)
GBP000's GBP000's GBP000's
------------------------------------ ----- ----- --------------- ----------------- ------------
Revenue - - -
Staff costs (32) (44) (83)
Other operating income 15 16 84
Other operating expenses (77) (81) (149)
--------------------------------------------------- -------------- ----------------- ------------
Loss from operations before
impairments (94) (109) (148)
Impairment of Investments (17,183) - -
------------------------------------ ----- ------ -------------- ----------------- ------------
Loss from operations after
impairments (17,277) (109) (148)
Finance expense - - -
Finance income - - -
------------------------------------ ----- ------ -------------- ----------------- ------------
Net finance expense - - -
Loss from operations before
tax (17,277) (109) (148)
Taxation - - -
------------------------------------ ----- ------ -------------- ----------------- ------------
Loss & total comprehensive income for
the period attributable to equity shareholders (17,277) (109) (148)
--------------------------------------------------- -------------- ----------------- ------------
Loss per share from operations
Basic and diluted (p) (11.0) (0.1) (0.1)
BALANCE SHEET
AS AT 30 JUNE 2018
30 Jun 30 Jun 31 Dec
18 17 17
(unaudited) (unaudited) (audited)
GBP000's GBP000's GBP000's
------------------------------------ ----- ----- ------------- ------------- -----------
Non current assets
Non current Investments 19,100 36,283 36,283
-------------------------------------------------- ------------- ------------- -----------
19,100 36,283 36,283
----- ----- ------------- ------------- -----------
Current assets
Trade and other receivables 32 65 13
Cash and cash equivalents 255 166 134
-------------------------------------------------- ------------- ------------- -----------
287 231 147
----- ----- ------------- ------------- -----------
Total assets 19,387 36,514 36,430
-------------------------------------------------- ------------- ------------- -----------
Current liabilities
Trade and other payables 40 101 56
-------------------------------------------------- ------------- ------------- -----------
40 101 56
----- ----- ------------- ------------- -----------
Total liabilities 40 101 56
-------------------------------------------------- ------------- ------------- -----------
Equity
Share capital 7,920 7,816 7,816
Share premium 17,336 17,190 17,190
Share option reserve 331 459 331
Special reserve 66,837 66,837 66,837
Merger reserve 1,534 1,534 1,534
Retained earnings (74,611) (57,423) (57,334)
-------------------------------------------------- ------------- ------------- -----------
Total equity 19,347 36,413 36,374
-------------------------------------------------- ------------- ------------- -----------
Total equity and total liabilities 19,387 36,514 36,430
-------------------------------------------------- ------------- ------------- -----------
STATEMENT OF CHANGES IN EQUITY
Share Share Share Merger Special Retained Total
capital premium option reserve reserve earnings
reserve
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
---------------------- --------- ----------- --------- --------- --------- --------- -------------
For the 6 month period ended
30 June 2018
At 1 January 2018 7,816 17,190 331 1,534 66,837 (57,334) 36,374
-------------------------- --------- ----------- --------- --------- --------- --------- -------------
Comprehensive income
Loss for the period - - - - - (17,277) (17,277)
-------------------------- --------- ----------- --------- --------- --------- --------- -------------
Total comprehensive
income
for the year - - - - - (17,277) (17,277)
Transactions with
owners
in their capacity as
owners:-
Issuance of new shares 104 146 - - - - 250
-------------------------- --------- ----------- --------- --------- --------- --------- ------- ----
At 30 June 2018 7,920 17,336 331 1,534 66,837 (74,611) 19,347
-------------------------- --------- ----------- --------- --------- --------- --------- -------------
For the 6 month period ended
30 June 2017
At 1 January 2017 7,816 17,190 459 1,534 66,837 (57,314) 36,522
-------------------------- --------- ----------- --------- --------- --------- --------- -------------
Comprehensive income
Loss for the period - - - - - (109) (109)
-------------------------- --------- ----------- --------- --------- --------- --------- -------------
Total comprehensive
income
for the year - - - - - (109) (109)
-------------------------- --------- ----------- --------- --------- --------- --------- -------------
At 30 June 2017 7,816 17,190 459 1,534 66,837 (57,423) 36,413
-------------------------- --------- ----------- --------- --------- --------- --------- -------------
For the year ended 31 December
2017
At 1 January 2017 7,816 17,190 459 1,534 66,837 (57,314) 36,522
-------------------------- --------- ----------- --------- --------- --------- --------- -------
Comprehensive income
Loss for the year - - - - - (148) (148)
-------------------------- --------- ----------- --------- --------- --------- --------- -------
Total comprehensive
income
for the year - - - - - (148) (148)
Transactions with
owners
in their capacity as
owners:-
Share based payments - - (128) - - 128 -
-------------------------- --------- ----------- --------- --------- --------- --------- -------
At 31 December 2017 7,816 17,190 331 1,534 66,837 (57,334) 36,374
-------------------------- --------- ----------- --------- --------- --------- --------- -------
CASH FLOW STATEMENT
FOR THE SIX MONTHSING 30 JUNE 2018
Six months Six months Year to
to 30 to 30
Jun 18 Jun 17
(unaudited) (unaudited)
31 Dec
17
(audited)
GBP000's GBP000's GBP000's
---------------------------------------- ----- ------------- ------------- ------------
Loss before interest and taxation (17,277) (109) (148)
Loss on impairment of investments 17,183 - -
Operating cash flows before movements
in working capital (94) (109) (148)
Decrease/(increase) in receivables (20) 5 48
Increase/(decrease) in payables (15) 1 (35)
----------------------------------------------- ------------- ------------- ------------
Net cash used in operating activities (129) (103) (135)
----------------------------------------------- ------------- ------------- ------------
Cash flow from financing activities
Proceeds from issuance of ordinary 250 - -
shares net of costs
---------------------------------------- ----- ------------- ------------- ------------
Net cash from financing activities 250 - -
---------------------------------------- ----- ------------- ------------- ------------
Net (decrease)/increase in cash and
cash equivalents 121 (103) (135)
Cash and cash equivalents at the
start of period 134 269 269
----------------------------------------------- ------------- ------------- ------------
Cash and cash equivalents at the
end of the period 255 166 134
----------------------------------------------- ------------- ------------- ------------
1 Basis of preparation
The Interim Report of the Company for the six months ended 30 June 2018
has been prepared in accordance with AIM Rule 18 and not in accordance
with IAS34 "Interim Financial Reporting" therefore is not fully in compliance
with IFRS.
The half year report does not constitute financial statements as defined
in Section 434 of the Companies Act 2006 and does not include all of
the information and disclosures required for full annual statements.
It should be read in conjunction with the annual report and financial
statements for the year ended 31 December 2017 which is available on
request from the Company's registered office, Sandgate House, 102 Quayside,
Newcastle upon Tyne NE1 3DX or can be downloaded from the corporate website
www.tanfieldgroup.com.
2 Accounting Policies
New and amended standards and interpretations effective from 1 January
2018, which have been considered by the Directors, are IFRS9 financial
instruments and IFRS15 revenue from contracts with customers. Given the
operational status of the company, the Directors have concluded that
these standards and interpretations have no impact on the interim results.
Therefore, the accounting policies adopted are consistent with those
of the annual financial statements for the year ended 31 December 2017,
as described in those financial statements. In particular, the accounts
have been prepared on a going concern basis, and as set out on page 16
of those financial statements.
3 Loss per share
The calculation of the basic and diluted loss per share is based on
the following data:
Number of shares Six months Six months Year to
to 30 Jun 18 to 30 31 Dec 17
Jun 17
000's 000's 000's
------------------------------------------- ------- ----------------- ----------- ----------
Weighted average number of ordinary shares
for the purposes of basic earnings per
share 157,727 156,324 156,324
Effect of dilutive potential ordinary shares - 129 -
from share options
-------------------------------------------------------- ------------- ----------- ----------
Weighted average number of ordinary shares
for the purposes of diluted earnings per
share 157,727 156,453 156,324
-------------------------------------------------------- ------------- ----------- ----------
Loss Six months Six months Year to
to 30
to 30 Jun 18 Jun 17 31 Dec 17
From operations 000's 000's 000's
------------------------------------------- ------- ----------------- ----------- ----------
Loss for the purposes of basic earnings
per share being net profit attributable
to owners of the parent (17,277) (109) (148)
Potential dilutive ordinary shares - - -
from share options
---------------------------------------------------- ------------- ----------- ----------
Loss for the purposes of diluted earnings
per share (17,277) (109) (148)
---------------------------------------------------- ------------- ----------- ----------
Loss per share from operations
Basic and diluted (p) (11.0) (0.1) (0.1)
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END
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