Interim Results

EPIC Reconstruction PLC 26 October 2005 For immediate release Preliminary Announcement of Results for the 6 month period to 31 July 2005 CHAIRMANS STATEMENT EPIC Reconstruction Plc ('ER' or the 'Company') has continued to develop during the first half of 2005, yielding £0.26m of total Profit before Tax (including investment gains of £0.36m), and allowing the Company to return a dividend of 0.88p to shareholders. The Company has maintained a steady investment rate in the first half of 2005. Three new deals were completed, one of which was consolidated with a current asset. In addition, as part of those deals, three properties have been acquired by EPIC Reconstruction Property Company, our wholly owned subsidiary. Unfortunately, one of the businesses, Crystal Drinks, continued to underperform, and has therefore been placed into Administration. Whilst this is a setback for the Company, the loss was low in relation to our asset base, and the write-off has been minimised. Much of the available capital is now invested. The difference in the level of debtor book assets underwritten in comparison to that expected at the time of listing means that the potential gearing within the fund has been less than anticipated. However, asset realisations are expected in the coming months which will both facilitate increased returns to shareholders and provide additional capital to invest. The pipeline remains strong, and the Investment Advisor expects to complete a similar number of deals in the next half of the year as were completed in the first half. As the portfolio develops and settles, the key for the Company is to minimise downside and generate acceptable yield from the remainder of the portfolio. The residual equity stakes and preference shares on each investment should realise benefit in the medium term, whilst the Investment Advisor moves to an increased focus on long term capital gain over short term yield generation. Recent investments have had a positive start, and provide comfort that the refinements and improvements in the investment model are proving successful. With the level of available capital rapidly diminishing, and the core portfolio returning a strong yield, there may come a point in the coming months where the Company's investment capacity will be constricted, although an asset sale will relieve this constriction. At some point, further funds may be required to maintain the ongoing investment rate. However, the Company remains committed to demonstrating strong performance, minimising downside, and driving asset realisations to generate the returns that shareholders expect. I look forward to reporting on the Company's progress early in the New Year. INVESTMENT ADVISORS REPORT SUMMARY The current portfolio remains diversified and continues to generate yield. The Investment Advisor expects the annual yield expectation (8%) to be driven by a combination of yield from the current portfolio (4%) and asset realisations (4%). Three new investments have been made during the period, investing a further £3.3m in Overlend, as well as underwritten debtor book facilities, and investment in the properties of those investments (£5.5m). Those investments have been in Kemutec, a mixers manufacturer, Gaskell MacKay, a carpeting business and Autocue, an equipment manufacturer for the media industry. A total of £8.3m of funds has been invested during the period, with additional funds committed as a result of underwriting the debtor book facilities. Crystal Drinks has proved a consistently difficult investment, and has now been placed into Administration, resulting in a £0.4m write off against income for the period to 31 July 2005. Whilst a set back for the Company, the Investment Advisor believes that the reason for the write-off was driven by actions somewhat beyond the Company's control. The Investment Advisor and the Board have subsequently restructured the ongoing relationships with financing partners to ensure that shareholders maintain the optimum risk profile for distressed investing. The debt on A.G. Brown continues to be collected. No further losses have been crystallised during the period. £1.1m remains to be collected on the Debtor Book, most of which is subject to legal action. The Company is nearly fully invested. £20m is held on the security deposit, required under the Eurosales guarantee to cover Eurosales debtor book risk, Overlend, and plant and machinery risk on all of the investments. In addition, property investments total £5.5m in EPIC Reconstruction Property Company. The current portfolio should return capital to the Company in the coming months as Overlend is repaid. However, due to the fact that many sizeable investments were made over the past two quarters, and the average repayment period is circa 18 months, this leaves a period of relatively low cash availability for the Company. EPIC Reconstruction plc: breakdown of Available Funds The Investment Advisor proposes to increase the sum of available funds through the sale or refinancing of the EPIC Reconstruction Property Company portfolio, a reduction in the underwriting requirements with Eurosales, and a partial refinancing of some of the Plant & Machinery finance, as well as the aforementioned ongoing return of capital. All of these processes are currently underway. Going forward, as the precise level of risk associated with each type of investment becomes more apparent, the Investment Advisor expects the investment rate to decline marginally. However, as a significant proportion of the Company's capital has already been invested, the Company is now moving to protecting downside, and driving the maximum upside realisation from the current portfolio. The loss incurred on Crystal Drinks is expected to impact by circa 1% the half year Dividend. However, capital upside within the portfolio, as well as continued strong yield from a highly invested portfolio is expected to offset these losses. Currently, the Investment Advisor expects to generate a 4% yield from the portfolio, with an additional 4% from asset realisations required to attain the full year dividend target of 8%. NEW DEALS Three new deals have been completed in the first half. The first of these was Kemutec, in which the Company invested £0.9m Overlend and £2.7m in the property. Kemutec is a manufacturer of high quality mixers, sifters and large machinery for the chemicals, pharmaceuticals and food industries. Kemutec is contract driven, and has had a successful opening first three months, performing well ahead of budget. The Investment Advisor believes the strong management team, and niche manufacturing skill will see this business develop in the coming months. Hugh MacKay was integrated with the contract carpeting division of Gaskell Plc, a business that focussed on retail and contracting carpeting and underlay that went into administration driven by the decline in the retail side of the business. The Company bought the contract carpeting element of Gaskell, and integrated it with the current asset, Hugh MacKay, investing £1.9m in Overlend, as well as underwritten debtor facilities. In addition, EPIC Reconstruction Property Company purchased the property in a sale and leaseback transaction. The Company is performing to budget, although export sales are marginally behind. The investment remains in its early stages, with most post-Administration issues now overcome. Finally, the Company invested £0.5m in Autocue. Autocue is a business that manufactures 'autocues' for newsrooms and TV studios across the world. In addition, it has a range of software for use in the newsroom and with a wide range of applications. The Investment Advisor backed a new management team to reinvigorate the business. Initial indications are positive, although this business again remains at a very early stage of its development. OUTLOOK The investment model continues to undergo changes as the Company matures. Some of the earlier losses (A.G. Brown and Crystal Drinks) have emphasised the fact that the investments carry fewer similarities to the provision of debtor book finance as was originally envisaged. In addition, these investments have emphasised the risks involved with underwriting the core debtor book. The gross yield returned last year of 8.1% (before A.G. Brown write-off) comprised just 1% of income received from the debtor book, with the majority of the return coming from preference shares and asset sales. However, the debtor book represented a significant element of the downside risk experienced on A.G. Brown. The return pattern is expected to be similar in the coming year. The Investment Advisor still expects that the targeted yield of 8% is achievable. However, the way in which the yield is realised will be highly dependent on asset sales. The Investment Advisor estimates that the yield on the portfolio for the year to 31 January 2006 will be circa 4%. Therefore, the remaining 4% targeted yield will be realised from asset sales. The return profile has impacted the Investment Advisor's approach to investment opportunities. A model in which a large number of deals are undertaken is unlikely to return shareholder value. This is due to the risks taken in highly leveraged underperforming businesses resulting in a high level of write-off's, that would prove unacceptable to the Company. The Investment Advisor believes that the investment characteristics of propositions are more akin to equity than debt in many cases. This increases the 'threshold' investment criteria for investment, with any potential weakness less acceptable, due to reduced downside protection. The Investment Advisor therefore expects to make fewer, but larger, investments. Indeed, it may be that the underwriting of all debtor books is no longer a facet of the Company going forward, if the risk profile is viewed to be too great. The underwriting of the debtor book will now be considered on a deal by deal basis. Shareholder value will now be driven by the exit value of the equity holdings the Company has built up. The yield received in the interim remains a shareholder requirement and de-risking proposition, but itself places a consistent cash burden on the portfolio businesses and therefore increases the risk profile of each investment. The Company expects to invest at a slower rate, structuring each deal with a higher interest rate on the debt instruments (to reflect the higher risk), and continuing to take significant equity stakes. A strong running yield will be generated from investments, but it is expected asset realisations will result in the greater part of the ongoing shareholder return. CURRENT PORTFOLIO Abingdon (2003) The Company has significantly reduced exposure to Abingdon Flooring, the retail carpet manufacturer with a turnover of circa £45m, with only £0.26m currently outstanding. The business continues to perform well, and the Company has received a strong return from the investment over the period. Abbseal (2004) Abbseal is a glass processor, selling to both the domestic and commercial markets, with a turnover of circa £18.0m. The Investment Advisor used the Administration process to restructure the cost base of the Company by reducing the number of manufacturing plants. The Company has a £2.3m Overlend exposure to Abbseal, with £2.9m funds in use at Eurosales, and £0.6m Plant & Machinery loan. Abbseal has experienced a steady opening trading period and maintains a strong order book. Sales are increasing and overheads have been radically reduced. Autocue (2005) The Company has a £0.5m Overlend exposure to Autocue, yielding 15%. Autocue is a manufacturer of prompting equipment for the media industry, as well as the developer and provider of a range of software for a similar customer base. The business went into administration early in 2005 due to significant historic leverage raised to expand the software side of the business, a strategy which subsequently proved disastrous. The Company teamed up with another private equity provider to buy the business out of Administration, employing a new management team who have looked to fundamentally restructure the business, through the removal of a number of unnecessary excess costs, and a realignment of the business to its core prompter (rather than software) sales. There is also a renewed focus on driving sales through new product development and sales incentives. Initial signs are encouraging, as the business begins to stem historic losses. Bonne Bouche (2004) Bonne Bouche, a manufacturer of frozen gateaux and puddings for the food service and retail industries with a turnover of circa £13m, is currently in the build up to Christmas. The Company invested £1.5m in Overlend, in addition to a stock facility and the underwriting of the Debtor book. Due to the seasonality of the business, it remains difficult to report on the ongoing success of the business without visibility over the success of the Christmas period. However, the Christmas listings are in place, and indications are that the Company will enjoy a buoyant trading period during this season. The past three months have seen the softest trading period for the business, and it has sustained consistent losses over the summer. The Investment Advisor expects to financially support the business as it builds stock in the run up to Christmas, in order to realise the significant anticipated profits during this period. Connections Plus (2004) Connections Plus, a call centre operator with a turnover of circa £5m, has experienced difficulties over the past three months. The loss of major customers during the first half of 2005 has been mitigated by increased business from the current customer base. The Company invested £0.5m in Overlend, and has provided additional financing of £0.15m for the development of new customers. The business is expected to return to profitability in the coming months through business from confirmed new customers. However, the Investment Advisor remains concerned that the business is sub-scale and would have difficulty sustaining any further short term shocks. As such, the Investment Advisor is looking to build the business through acquisition or merger in the coming months. Ex-Pac (2004) Ex-Pac, the provider of labels and signage for the bottling industry, continues to perform on target. The Company invested £0.37m in Overlend in 2004, as well as underwriting the debtor book. The business has commenced Overlend repayments over the period, and is currently meeting budget. Gaskell MacKay (2005) Gaskell MacKay is the newly merged entity of the Gaskell contract carpeting business and Hugh Mackay, the previously held asset of the Company. The Company invested £1.9m in Overlend, as well as underwriting the debtor book, and buying the property through EPIC Reconstruction Property Company. The greater scale within the contract carpeting industry allows the business to leverage the variety of the brands it holds, as well as develop the important export market. In addition, the consolidation of two strong brands and manufacturing operation onto a single manufacturing site facilitates a reduced cost base supported by an improved customer proposition and product range. Since completion of the deal, the business has continued to perform within budget expectations. Kemutec (2005) Kemutec is a manufacturer of mixing and sifting equipment for the chemical, pharmaceutical and food industries, with sales of circa £10m. The Company invested £0.9m in Overlend, as well as underwriting the debtor book (which has minimal utilisation, due to the contract nature of the business), and purchasing of the properties through EPIC Reconstruction Property Company. Since acquisition, the business has performed strongly. A major new contract has been won, worth £1m, and the business has outperformed budget significantly. Newline (2004) Newline is a provider of in-store retail displays with sales of circa £3.0m, continues to perform steadily. The Company invested £0.15m in Overlend, and provided underwritten debtor book facilities. The management issue with the previous CEO has now been resolved and the remaining management team are focused on the business. The repayment of the Overlend is nearly complete, and the business continues to perform to expectation. EPIC Reconstruction Property Company (2004) EPIC Reconstruction Property Company has now acquired a portfolio of four key properties, which are leased to Gaskell Mackay, Kemutec and Abbseal. The asset purchase value of those properties was £5.5m, with each property generating yields within a 10-15% range. The Investment Advisor is investigating the potential to generate capital upside from this portfolio, which is likely to impact the income yield at year end. DISTRESSED INVESTMENTS Crystal Drinks (2003) The Company invested in Crystal Drinks in December 2003. Crystal Drinks is a manufacturer of both own brand and branded soft drinks for large Retailers and Foodservice sellers. The Company invested £0.75m as Overlend, and underwrote the debtor book facilities. £0.40m of Overlend has been returned. In addition, a 'B share' of £0.15m has been paid. Trading in the business slowed in the early part of this year. Own brand business proved less profitable than expected, and further investment was required. The management team invested a further £0.15m, and the Company a further £0.1m to support the business in the early parts of the year. In April 2005, it became apparent that a turnaround of the sales was not forthcoming and therefore the business was insolvent. PwC were appointed Administrators on the 23 May 2005. The Investment Advisor was of the view that continuing to fund the business would have resulted in longer term difficulties for the Company, and there were certain supply liabilities during the summer season that made ongoing trading untenable. Therefore, the Company will provision £0.4m which represents the expected loss on the investment, not yet crystallised. The investment has yielded, to date, a return (including interest) of £0.26m on the initial investment of £0.75m, as well as the repayment of £0.4m of capital. The level of impact is likely to be circa 1% on the full year Dividend. A.G. Brown (2004) The recovery of assets on A.G. Brown's debtor book is still ongoing. No further losses have crystallised during the period. £1.1m remains to be collected on the Debtor Book, most of which is subject to legal action. Administrators and advisory fees have been incurred which will have an impact on the professional fee expenses for the year to 31 January 2005. Unaudited Consolidated Statement of Operations For the period 1 February 2005 to 31 July 2005 6 months ended 31 July 2005 6 months ended 31 July 2004 25 July 2003 to 31 (unaudited) (unaudited) January 2005 (audited) £ £ £ £ £ £ Income Interest receivable 381,467 456,470 1,554,962 Dividends received - - 1,225,000 Commission income 342,044 106,886 403,028 -------- -------- -------- Total income 723,511 563,356 3,182,990 Expenses: Investment advisory fees (213,699) (199,825) (556,495) Administration fees (26,120) (24,959) (69,742) Directors fees (43,225) (55,672) (123,600) Directors and officers' insurance (20,257) (21,191) (85,973) Professional fees paid (72,813) (12,577) (66,592) Crest service provision (1,735) (1,750) (3,797) Printing and advertising expenses (2,478) (9,687) (9,904) Travel expenses (3,051) (3,512) (7,923) Auditors' remuneration (17,248) (4,394) (12,169) Bank interest and other charges (1,640) (292) (720) Sundry expenses (424) (208) (14,442) Stock Exchange fees (3,677) (3,050) (8,445) Advisor and broker fees (15,048) (17,577) (48,674) Provision for bad debt (400,000) - (435,000) Total expenses: (821,415) (354,694) (1,443,476) -------- -------- --------- Net investment (expenses)/income (97,904) 208,662 1,739,514 -------- -------- --------- Capital gains on investments Net realised gain 362,400 165,537 260,656 -------- -------- --------- Profit for the period before taxation 264,496 374,199 2,000,170 Taxation - - - -------- -------- --------- Profit for the period after taxation 264,496 374,199 2,000,170 Dividends paid (1,497,000) - (501,000) -------- -------- -------- (Loss)/profits transferred to reserves (1,232,504) 374,199 1,499,170 ======== ======== ======== Basic earnings per ordinary share (pence) 0.887p 1.247p 6.667p -------- -------- -------- Unaudited Consolidated Statement of Assets and Liabilities As at 31 July 2005 31 July 2005 (unaudited) 31 July 2004 (unaudited) 31 January 2005 (audited) £ £ £ £ £ £ Non-current assets Investment property 5,513,600 - 1,100,000 Current assets Loan 500,000 - - Accrued interest and other receivables 221,520 357,815 850,687 Cash and cash equivalents 4,495,116 10,463,571 12,887,931 Committed 18,648,312 17,974,135 15,406,414 cash -------- -------- -------- 23,864,948 28,795,521 29,145,032 -------- -------- -------- Current liabilities Accrued expenses and sundry creditors (126,403) (143,704) (160,383) Provision for bad debts (835,000) - (435,000) -------- -------- -------- (961,403) (143,704) (595,383) -------- -------- -------- Net current assets 22,903,545 28,651,817 28,549,649 -------- -------- -------- Net assets 28,417,145 28,651,817 29,649,649 ======== ======== ======== Represented by: Share 300,000 300,000 300,000 capital Share 27,850,479 27,850,479 27,850,479 premium Revenue reserves 266,666 501,338 1,499,170 -------- -------- -------- 28,417,145 28,651,817 29,649,649 ======== ======== ======== Net asset value per share (pence) 94.724p 95.506p 98.832p ======== ======== ======== Unaudited Statement of Cash Flow For the period 1 February 2005 to 31 July 2005 6 months ended 31 July 2005 6 months ended 31 July 2004 25 July 2003 to 31 January 2005 (unaudited) (unaudited) (audited) £ £ £ Operating activities Bank interest 1,217,886 322,567 831,527 received Dividends received - - 1,225,000 Commission income 398,898 100,337 280,177 Expenses paid (354,101) (346,617) (852,494) -------------- ------------- -------------- Net cash flows from 1,262,683 76,287 1,484,210 operating -------------- ------------- -------------- activities Investing activities Purchase of investments (4,913,600) - (1,100,000) Sale of investments - - 260,656 Transfer to committed (3,244,898) (12,724,135) (15,406,414) cash -------------- ------------- -------------- Net cash flows from (8,158,498) (12,724,135) (16,245,758) investing -------------- ------------- -------------- activities Financing activities Proceeds on issue of equity shares net of issue - - 28,150,479 costs Dividends (1,497,000) - (501,000) paid -------------- ------------- -------------- Net cash flows from (1,497,000) - 27,649,479 investing -------------- ------------- -------------- activities (Decrease) / increase in cash and cash (8,392,815) (12,647,848) 12,887,931 equivalents Cash and cash equivalents at 12,887,931 23,111,419 - start of period -------------- ------------- -------------- Cash and cash equivalents 4,495,116 10,463,571 12,887,931 at -------------- ------------- -------------- end of period Unaudited Consolidated Statement of Changes in Net Assets For the period 1 February 2005 to 31 July 2005 Share capital Share Premium Revenue Total 25 July 2003 to Reserve 31 January 2005 £ £ £ £ £ Net assets at start of 300,000 27,850,479 1,499,170 29,649,649 - period Share capital - - - - 28,150,479 proceeds Profit for the - - 264,496 264,496 2,000,170 period Dividends - - (1,497,000) (1,497,000) (501,000) paid ---------- ----------- ---------- --------- ----------- Net assets at 300,000 27,850,479 266,666 28,417,145 29,649,649 end of ---------- ----------- ---------- --------- ----------- period Basis of Preparation of Interim Financial Information The interim financial information has been prepared on the basis of the accounting policies set out in the group's statutory accounts for the period ended 31 July 2005. The financial information contained in the interim statement does not constitute statutory accounts under Isle of Man law. P.P. Scales Secretary This information is provided by RNS The company news service from the London Stock Exchange
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