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(RNS) 2009-10-01 07:04
Boundary Capital PLC - Interim Results
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RNS Number : 0170A Boundary Capital PLC 01 October 2009 Boundary Capital plc unaudited financial results for the six months ended 30 June 2009 30 September 2009 Boundary Capital plc (*Boundary Capital*, the *Group* or the *Company*), an Irish based investment holding company, today announces its unaudited results for the six months ended 30 June 2009. Company Highlights Financial Highlights

  • DISCUSSIONS BETWEEN BOUNDARY CAPITAL AND ANGLO IRISH BANK PLC (*ANGLO IRISH BANK*) TO REARRANGE AND EXTEND ITS DEBT FACILITY WITH ANGLO IRISH BANK BEYOND 30 JUNE 2009 ARE ONGOING. THE OUTCOME OF THESE DISCUSSIONS REMAINS UNCERTAIN. A FURTHER ANNOUNCEMENT WILL BE MADE IN DUE COURSE.

  • UNAUDITED NET ASSET VALUE (*NAV*) PER SHARE OF MINUS EUR0.13 VERSUS MINUS EUR0.12 PER SHARE AT 31 DECEMBER 2008.
    31 December 2008 NAV (EUR0.12) per share

    Movement in the period
    Unquoted investments EUR0.00
    Quoted investments (EUR0.01)
    Sterling FX EUR0.03
    Administration costs (EUR0.02)
    Taxation (EUR0.01)


    30 June 2009 NAV (EUR0.13) per share

    Net Asset Value The NAV per share at 30 June 2009 was minus EUR0.13 versus minus EUR0.12 per share at 31 December 2008.

  • THE MARK TO MARKET (*MTM*) OF THE QUOTED INVESTMENTS AT 30 JUNE 2009 DECREASED THE NAV BY EUR0.01 PER SHARE (SITESERV PLC AND VERIS PLC).

  • AT 30 JUNE 2009 STERLING / EURO TRANSLATION OF THE UNQUOTED INVESTMENTS (ODC AND CLUB COMPANY) CREATED AN UNREALISED GAIN WHICH INCREASED NAV BY EUR0.03 PER SHARE.

  • UNQUOTED INVESTMENTS HAVE NOT BEEN REVALUED AT 30 JUNE 2009 ON THE BASIS THAT THE LEVEL OF PROVISIONS MADE FOR THE DIMINUTION IN VALUE OF THE INVESTMENTS AS AT 31 DECEMBER 2008 WERE FINALISED IN JUNE 2009 AND CONTINUE TO REMAIN APPROPRIATE.

  • THE HOLLAND PROPERTY INVESTMENT WAS REVIEWED WITH NO ADJUSTMENT TO VALUE AT 30 JUNE 2009. THE DUTCH PROPERTY MARKET CONTINUES TO PERFORM REASONABLY WELL, THE PROPERTY HAS A STATE OWNED COMPANY COVENANT AND THE INVESTMENT IS TRADING IN LINE WITH EXPECTATIONS.

  • ADMINISTRATION COSTS OF EUR0.02 (INCLUDING DEBT INTEREST) PER SHARE WERE INCURRED IN THE SIX MONTHS ENDED 30 JUNE 2009.

  • DEFERRED TAX ASSETS HAVE BEEN WRITTEN DOWN TO NIL ON A CONSERVATIVE BASIS WHICH DECREASED NAV BY EUR0.01 PER SHARE. Management and Board Changes The following management and board changes were announced on 23 September 2009:

  • MR DECLAN CASSIDY, COMPANY SECRETARY, WAS APPOINTED A DIRECTOR WITH IMMEDIATE EFFECT.

  • MR PADDY MURPHY, A NON-EXECUTIVE DIRECTOR, WAS APPOINTED CHAIRMAN, EFFECTIVE 30 SEPTEMBER 2009.

  • MR DECLAN CASSIDY WILL ASSUME THE ROLE OF CHIEF EXECUTIVE ON 30 SEPTEMBER 2009.

  • MR NIALL MCFADDEN, CHAIRMAN, WILL STAND DOWN FROM THE BOARD AND RELINQUISH HIS HOLDING COMPANY MANAGEMENT DUTIES ON 30 SEPTEMBER 2009. Chairman*s Review I report to shareholders that the six months since the year end have remained very challenging for Boundary Capital. The majority of our investments are trading well in their respective sectors but, like most businesses, they continue to be affected by the recession and global economic factors. Company Results The unaudited financial results for the six months ended 30 June 2009 and for the six months ended 30 June 2008 are summarised in the table below.
    Six month period Increase Six month period Increase
    Ended30 June /(Decrease)per Ended30 June /(Decrease)per
    09EUR000*s ShareEUR cent 08EUR000*s ShareEUR cent
    Net Unrealised gain/(loss) on 966 0.02 (2,209) (0.04)

    Investments
    Net Realised gain on - - 271 0.01

    Investments
    Loss Before Tax (488) (0.01) (4,106) (0.08)


    Investments Fair Value 32,628 0.61 80,135 1.50
    Cash Balance at Bank 116 - 1,952 0.04
    (Debt) (38,377) (0.72) (36,737) (0.69)
    Net (Liability)/Asset Value (6,850) (0.13) 44,422 0.83

    During the six months ended 30 June 2009 a loss of EUR0.8 million was incurred compared to a loss of EUR4.1 million for the six months ended 30 June 2008. The revaluation of investments denominated in sterling (Club Company and ODC) resulted in an unrealised gain of EUR1.7 million due to Sterling / Euro movements in the period. The MTM revaluation of our quoted investments (Veris plc, Siteserv plc) as at 30 June 2009 resulted in an unrealised loss of EUR0.7 million. We have not revalued our investments in Arnotts, CJ Fallon and ODC at 30 June 2009 as the level of provisions made at 31 December 2008 are considered to remain appropriate. Administration, interest costs and interest receivable, management fees and share based payments charge amounted to EUR1.5 million in the period. The payment of the last 9 months of the management fee has been deferred. A taxation expense resulting from the write down of the deferred tax asset to nil amounted to EUR0.3million. The net asset value of Boundary Capital was a deficit of EUR6.8 million as at 30 June 2009. The assets are represented by quoted investments of EUR1.5 million, unquoted equity investments of EUR28.6 million and a property investment of EUR2.5 million. The Company had a net debt position of EUR38.4 million at 30 June 2009. The summary consolidated financial results for the six months ended 30 June 2009 are attached to the announcement. This comprises of Boundary Capital financial results, Panther Group Acquisitions Limited and Synchrony Properties Limited financial results for the six months ended 30 June 2009. The basis of preparation of the financial results is outlined in note 1 of the announcement.

  • THE AUDITORS INCLUDED AN EMPHASIS OF MATTER RELATING TO GOING CONCERN IN THEIR AUDIT REPORT FOR THE YEAR ENDED 31 DECEMBER 2008 AS A RESULT OF THE BANK FACILITY RENEGOTIATIONS NOT BEING CONCLUDED AS AT THE DATE OF THE ANNUAL REPORT. THE AUDITORS OPINION IS NOT QUALIFIED IN THIS REGARD. THE FULL TEXT OF THE AUDIT REPORT IS AVAILABLE ON OUR WEBSITE (WWW.BOUNDARYCAPITAL.IE). INVESTORS SHOULD NOTE THAT THESE NEGOTIATIONS ARE STILL NOT CONCLUDED AS AT THE DATE OF THIS ANNOUNCEMENT. THE OUTCOME OF THESE DISCUSSIONS REMAINS UNCERTAIN. A FURTHER ANNOUNCEMENT WILL BE MADE IN DUE COURSE. Investments The Group has eight investments (including Synchrony) in the portfolio as at 30 June 2009. The value of the portfolio has decreased in the six months ended 30 June 2009 due to administrative costs which are primarily financing costs. We are of the opinion that 2009 will continue to be a challenging year.
    EUR Millions EUR Cents Per Share
    OMV at 1 Jan 09 MTM FXReval. Other OMVat 30Jun 09 Mvt. In 6 Mth. OMV at 1 Jan 09 MTM FXReval. Other OMVat 30Jun 09 Mvt. In 6 Mth. % Mvt.
    Period Period


    Quoted 2.2 (0.7) 1.5 (0.7) 4 (1) 3 (1) (32%)
    Unquoted 29.5 1.7 31.2 1.7 55 3 58 3 6%


    Invest-ments 31.7 (0.7) 1.7 32.7 1.0 59 (1) 3 61 2 3%
    Debt (37.7) (0.7) (38.4) (0.7) (71) (1) (72) (1)
    NWC* 0.0 (1.1) (1.1) (1.1) - (2) (2) (2)
    NAV (6.0) (0.7) 1.7 (1.8) (6.8) (0.8) (12) (1) 3 (3) (13) (1)

  • NET WORKING CAPITAL (INCL. CASH) Management and Board Changes As announced on 23 September 2009 I have decided to step down as Chairman and director and will relinquish my holding company management duties effective today. I believe that this is in the best interests of shareholders as a whole. Mr Paddy Murphy, a non-executive director, will assume the role of Chairman and Mr Declan Cassidy, director, will assume the role of Chief Executive today. The following management and board changes were announced on 23 September 2009: Outlook We expect the remainder of 2009 to be a period of further consolidation with opportunities to make further investments being limited due to lack of funding. We hope to finalise discussions on the debt facility with our bankers but there remains risk and uncertainty in this regard, (see Note 1 *Accounting policies and basis of preparation* below for further information). The Company continues to consider a number of alternatives to reduce its debt position including a share placement or a disposal of an investment or investments in the portfolio. Niall McFadden Chairman 30 September 2009 For further information please contact: Boundary Capital plc
    Declan Cassidy Tel: + 353 1 240 0500

    Q4PR

    Gerry O*Sullivan Q4PR Tel: + 353 1 475 1444 Davy Corporate Finance Des Carville, Director Tel: + 353 1 679 6363

    COMPANY INCOME STATEMENT


    UnauditedPeriod01 Jan 2009 to30 June UnauditedPeriod from01 Jan 2008 to30 June AuditedYear ended 31
    2009EUR000*s 2008EUR000*s Dec 2008EUR000*s


    Unrealised gains/(losses) on 966 (2,666) (50,682)

    revaluation of investments
    Realised gains on sale of - 271 271

    investments
    Investment Income - 457 -
    966 (1,938) (50,411)


    Investment managers fee (293) (728) (1,432)
    Other expenses (219) (187) (242)


    Net portfolio return 454 (2,853) (52,085)


    Interest income 8 19 60
    Interest expense (950) (1,272) (2,692)


    Loss before taxation for the (488) (4,106) (54,717)

    period
    Income tax (318) - 280


    Loss after taxation (806) (4,106) (54,437)

    attributable to ordinary shareholders
    Total recognised income and (806) (4,106) (54,437)

    expense for the period

    COMPANY BALANCE SHEET


    UnauditedAs at 30 UnauditedAs at 30 AuditedAs at 31
    June2009EUR000*s June2008EUR000*s Dec2008EUR000*s

    ASSETS

    Non-current Assets
    Investments designated as 30,168 77,675 29,202

    FVTPL*
    Investment property 2,460 2,460 2,460
    Deferred tax assets - 39 318


    Total non-current assets 32,628 80,174 31,980

    Current assets
    Trade and other receivables 15 23 33
    Current tax receivable 46 - 46
    Cash and cash equivalents 70 1,952 587


    Total current assets 131 1,975 666


    TOTAL ASSETS 32,759 82,149 32,646

    EQUITY


    Equity share capital 13,347 13,347 13,347
    Share premium account 37,657 37,657 37,657
    Share based payment reserve 55 190 90
    Retained earnings (57,909) (6,772) (57,103)
    TOTAL EQUITY (6,850) 44,422 (6,009)

    LIABILITIES

    Current liabilities
    Trade and other payables 1,232 990 931
    Interest bearing loans and 38,377 36,737 37,724

    borrowings
    Total current liabilities 39,609 37,727 38,655


    TOTAL LIABILITIES 39,609 37,727 38,655


    TOTAL EQUITY AND LIABILITIES 32,759 82,149 32,646


    NET (LIABILITY)/ASSET VALUE (13) cents 83 cents (12) cents

    PER ORDINARY SHARE


    * Fair Value Through Profit or Loss

    COMPANY CASH FLOW STATEMENT


    UnauditedPeriod UnauditedPeriod AuditedYear ended31
    from01 Jan 09 to30 from01 Jan 08 to30 Dec 08EUR000*s
    Jun 09EUR000*s Jun 08EUR000*s

    Cash flows from operating activities
    Loss before taxation (488) (4,106) (54,717)
    Realised gains on sale of - (271) (271)

    investments
    Unrealised (gains)/losses on (966) 2,666 50,682

    revaluation of investments
    Share based payment (35) 42 (58)

    (income)/expense
    Investment income - (457) -
    Interest received (8) (19) (60)
    Interest expense 950 1,272 2,692
    Working capital movement 319 184 497


    Cash generated from operations (228) (689) (1,235)


    Income taxes paid - - (47)


    Net cash from operating (228) (689) (1,282)

    activities Investing activities
    Interest received 8 20 71
    Interest paid (950) - (3,083)


    Net cash (used)/earned in (942) 20 (3,012)

    investment activities Acquisitions
    Sale of investments - 812 813
    Net cashflow from - 812 813

    acquisitions Financing activities
    Bank loan advances 653 - 2,259


    Net cash from financing 653 - 2,259

    activities
    Net (decrease)/increase in (517) 143 (1,222)

    cash and cash equivalents
    Cash and cash equivalents at 587 1,809 1,809

    beginning of the period
    Cash and cash equivalents at 70 1,952 587

    end of the period

    CONSOLIDATED INCOME STATEMENT


    UnauditedPeriod UnauditedPeriod AuditedYear ended31
    from01 Jan 09 to30 from01 Jan 08 to30 Dec 08EUR000*s
    Jun 09EUR000*s Jun 08EUR000*s


    Revenue 13,002 14,097 31,389


    Cost of sales (3,709) (3,079) (7,376)
    Gross Profit 9,293 11,018 24,013


    Operating expenses (9,233) (10,269) (25,050)
    Operating profit/(loss) 60 749 (1,037)


    Net unrealised losses on the (129) (1,523) (44,592)

    revaluation of investments
    Net realised gain on - 271 271

    investments
    Investment Income - 457 -
    Portfolio return before (69) (46) (45,358)

    interest
    Interest income 10 70 181
    Interest expense (2,248) (2,855) (5,916)


    Loss before taxation (2,307) (2,831) (51,093)


    Income tax (343) (239) 325


    Loss after taxation (2,650) (3,070) (50,768)

    attributable to ordinary shareholders
    Attributable to:Equity (2,356) (3,034) (49,913)

    holders of the company
    Minority interest (294) (36) (855)
    Loss after taxation (2,650) (3,070) (50,768)


    Earnings per share * basic (4) (6) (93)

    (cents)
    Diluted earnings per share (4) (6) (93)

    (cents) Consolidated statement of recognised incomeand expense
    Loss for the financial period (2,650) (3,070) (50,768)
    Currency translation reserve (2,162) (149) (2,538)

    movement
    Total recognised income and (4,812) (3,219) (53,306)

    expense for the period Attributable to:
    Equity holders of the company (4,518) (3,183) (52,451)
    Minority interest (294) (36) (855)


    Total recognised income and (4,812) (3,219) (53,306)

    expense for the period

    CONSOLIDATED BALANCE SHEET


    UnauditedAs at 30 June2009EUR000*s UnauditedAs at 30 June2008EUR000*s AuditedAs at 31
    Dec2008EUR000*s

    ASSETS

    Non-current assets
    Intangible assets 54,285 59,804 51,755
    Property, plant and equipment 1,467 1,092 1,706
    Investments designated as FVTPL*Quoted Equity 1,48518,2992,460- 7,46251,0662,4604,911 2,14017,7722,460-

    InvestmentsUnquoted Equity InvestmentsInvestment PropertyLoans and receivables
    Deferred tax assets 518 1,918 838
    Total non-current assets 78,514 128,713 76,671

    Current Assets
    Inventories 1,843 1,768 953
    Trade and other receivables 8,765 7,147 3,993
    Current tax receivable 440 22 870
    Cash and cash equivalents 1,173 4,269 3,367
    Total current assets 12,221 13,206 9,183
    TOTAL ASSETS 90,735 141,919 85,854

    EQUITY


    Equity share capital 13,347 13,347 13,347
    Share premium account 37,657 37,657 37,657
    Share based payment reserve 55 190 90
    Foreign currency translation reserve (2,311) (1,081) (3,470)
    Retained earnings (57,860) (8,948) (55,941)
    Equity attributable to equity holders of the parent (9,112) 41,165 (8,317)
    Minority interest 1,189 4,305 1,012
    TOTAL EQUITY (7,923) 45,470 (7,305)

    LIABILITIES

    Non-current liabilities
    Interest-bearing loans and borrowings 38,657 41,211 37,534
    Trade and other payables - - 51
    Deferred tax liabilities 7,454 8,446 6,996
    Deferred consideration 792 - 709
    Other provisions and charges 946 283 956
    Total non-current liabilities 47,849 49,940 46,246

    Current Liabilities
    Interest bearing loans and borrowings 40,563 39,301 40,320
    Trade and other payables 9,584 6,926 6,068
    Current tax liabilities 73 282 -
    Deferred consideration 589 - 525
    Total current liabilities 50,809 46,509 46,913
    TOTAL LIABILITIES 98,658 96,449 93,159
    TOTAL EQUITY AND LIABILITIES 90,735 141,919 85,854

    *Fair Value Through Profit or loss

    CONSOLIDATED CASH FLOW STATEMENT


    UnauditedPeriod UnauditedPeriod AuditedYear ended31
    from01 Jan 09 to30 from01 Jan 08 to30 Dec 08EUR000*s
    Jun 09EUR000*s Jun 08EUR000*s

    Cash flows from operating activities
    Loss before tax (2,307) (2,831) (51,093)


    Realised gains on investments - (271) (271)
    Unrealised losses on 129 1,523 44,592

    revaluation of investments
    Depreciation of property, 264 208 447

    plant & equipment
    Amortisation of intangible 1,253 1,218 2,615

    assets
    Share based payment (35) 42 (58)

    (credit)/expense
    Investment Income - (457) -
    Interest received (10) (70) (181)
    Interest expense 2,248 2,855 5,916
    Net movement on provisions (10) (23) 720
    Working capital movement (2,403) (3,666) 1,310


    Cash generated from operations (871) (1,472) 3,997


    Income taxes received/(paid) 503 (181) (972)


    Net cash from operating (368) (1,653) 3,025

    activities Investing activities
    Interest received 10 70 174
    Interest paid (1,934) (1,739) (6,474)
    Purchase of property, plant (25) (266) (497)

    and equipment
    Net cash used in investing (1,949) (1,935) (6,797)

    activities Acquisitions
    Acquisition of undertakings - - (1,485)

    and subsidiaries
    Sale of investments - 812 813
    Net cash used in acquisition - 812 (672)

    activities Financing activities
    Bank loan advances 653 - 3,693
    Bank loan repayments (529) (1,034) (3,961)


    Net cash from/(used in) 124 (1,034) (268)

    financing activities
    Net (decrease) in cash and (2,193) (3,810) (4,712)

    cash equivalents
    Cash & cash equivalents at 3,366 8,079 8,079

    beginning of period
    Cash & cash equivalents at end 1,173 4,269 3,367

    of period

    Notes
    1. Accounting Policies and Basis of Preparation

    The financial information included in this document has been prepared on a consistent basis and using the same accounting policies as those used in the preparation of the audited financial statements contained in the 2008 annual report. The financial information has been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU. The Group*s consolidated financial statements have been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. However, as a result of the current difficult credit markets, to date the Group has been unable to extend the debt facility loaned by Anglo Irish Bank plc to Boundary Capital plc which matured on 30 June 2009. The Group currently does not have sufficient financial headroom available under its existing facilities in order to meet this maturity and service its debt obligations. The Directors have given careful and detailed consideration to this issue and while they are hopeful of a positive outcome to the current negotiation, the timing and materiality of the issue is such as to indicate the existence of a material uncertainty which may cast significant doubt on the Group*s and Company*s ability to continue as a going concern. If this is the case, the Group and Company may be unable to continue to realise assets and discharge liabilities in the normal course of business. Consequently, having made due enquiries and considering the material uncertainty described above and the timing of its resolution which is outside the control of the Board, the Directors have decided to continue to adopt the going concern basis in preparing the financial statements and these financial statements do not include any adjustments that would result from the absence of the support of Anglo Irish Bank plc in extending or renewing the debt facilities of the Group.
    2. Earnings per Share
    01 Jan 09 to30 Jun 01 Jan 08 to30 Jun
    09UnauditedEUR000*s 08UnauditedEUR000*s
    Loss attributable to ordinary (2,356) (3,034)

    shareholders
    Weighted and diluted average 53,387,204 53,387,204

    number of ordinary shares
    Basic and diluted loss per (4) (6)

    ordinary share (cents) Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, excluding ordinary share options. For diluted earnings per share, the weighted average number of ordinary shares outstanding is adjusted to assume conversion of all potential dilutive options over ordinary shares once the adjustment does not reduce a loss per share.
    3. Statement of changes in Equity


    (a) Company


    Equity share Share Retained Share Based Payment Total
    capitalEUR000*s PremiumEUR000*s EarningsEUR000*s ReservesEUR000*s EquityEUR000*s
    At 1 January 2009 13,347 37,657 (57,103) 90 (6,009)
    Loss for the period - - (806) - (806)
    Total income and expense in the period 13,347 37,657 (57,909) 90 (6,815)
    Share based payments - - - (35) (35)


    At 30 June 2009 13,347 37,657 (57,909) 55 (6,850)

    Company
    Equity share Share Retained Share Based Payment Total
    capitalEUR000*s PremiumEUR000*s EarningsEUR000*s ReservesEUR000*s EquityEUR000*s
    At 01 January 2008 13,347 37,657 (2,666) 148 48,486
    Loss for the period - - (4,106) - (4,106)
    Total income and expense in the period 13,347 37,657 (6,772) 148 44,380
    Share based payments - - - 42 42


    At 30 June 2008 13,347 37,657 (6,772) 190 44,442


    (b) Group


    Equity Share Capital EUR*000 Share PremiumEUR*000 Foreign Currency Translation Reserve Retained Earnings EUR*000 Share Based Payment Reserve EUR*000 Equity interest of parent EUR*000 Minority interests EUR*000 Total EUR*000
    EUR*000


    At 1 January 2009 13,347 37,657 (3,470) (55,941) 90 (8,317) 1,012 (7,305)
    Loss for the period - - - (2,356) - (2,356) (294) (2,650)
    ______ ______ ______ ______ ______ ______ ______ ______
    Total income and expense for the period 13,347 37,657 (3,470) (58,297) 90 (10,673) 718 (9,955)
    Share based payment - - - - (35) (35) - (35)
    Foreign currency translation - - 1,159 437 - 1,596 471 2,067
    ______ ______ ______ ______ ______ ______ ______ ______
    At 30 June 2009 13,347 37,657 (2,311) (57,860) 55 (9,112) 1,189 (7,923)

    3. Statement of changes in Equity (continued)
    Group Equity Share Capital EUR*000 Share PremiumEUR*000 Foreign Currency Translation Reserve Retained Earnings EUR*000 Share Based Payment Reserve EUR*000 Equity interest of parent EUR*000 Minority interests EUR*000 Total EUR*000
    EUR*000


    At 01 January 2008 13,347 37,657 (932) (5,913) 148 44,307 4,806 49,113
    Loss for the period - - - (3,034) - (3,034) (36) (3,070)
    ______ ______ ______ ______ ______ ______ ______ ______
    Total income and expense for 13,347 37,657 (932) (8,947) 148 41,273 4,770 46,043

    the period
    Share based payments - - - - 42 42 - 42
    Foreign currency translation - - (150) - - (150) (465) (615)
    ______ ______ ______ ______ ______ ______ ______ ______
    At 30 June 2008 13,347 37,657 (1,082) (8,947) 190 41,165 4,305 45,470

    30 September 2009

    This information is provided by RNS The company news service from the London Stock Exchange

    END

    IR XBLLXKKBXBBZ

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