Annual Financial Report

RNS Number : 3331B

Longships PLC

13 April 2012

Longships plc

("Longships" or the "Company")

ANNUAL AUDITED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011

Longships is pleased to announce its annual results for the year ending 31st December 2011.

The accounts are today being posted to the shareholders and are available on the Company's website, www.longshipsplc.com.

Enquiries:

Longships plc

Nathan Steinberg - Director Tel: 020 7845 7500

Westhouse Securities Limited

Richard Baty / Petre Norton Tel: 020 601 6100

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED 31^ST DECEMBER 2011

Dear Shareholder,

I am pleased to present my Chairman's report covering the year ended 31^st December 2011. During the year under review, the Company reported a loss of £175,250 (2010: £82,439) and as at 31^st December 2011 had liquid cash balances of £3,018,225(2010: £3,188,206). Various investment propositions were reviewed during the year and the overheads reflect the abortive costs of proposed transactions. Although none as yet have met the Board's investment criteria, the search continues for a suitable opportunity. I look forward to updating shareholders on progress in due course.

During the year under review, the Company focused its attentions on one specific transaction and for much of the year was carrying out legal and commercial due diligence on this target company. The target company's principal asset was a near term revenue generating bulk commodity project in West Africa which your Board believe may have generated significant market interest and shareholder value. However, as a result of the due diligence exercise carried out by your Company, certain issues have arisen that have led your Board to conclude that this transaction should not be consummated. As a result of this, the fees incurred on this transaction totaling £101,325 have been expensed. We are disappointed that this transaction has not been able to be satisfactorily concluded but we continue to investigate other suitable opportunities. I look forward to updating you with our progress in due course.

Malcolm Burne

Chairman

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31^st DECEMBER 2011


	2011	2010

	£	£



NET TRADING INCOME	-	-
	---------------	---------------

Share based payment charge	-	-
Other operating expenses	(186,800)	(92,843)

	------------------	------------------
Total operating expenses	(186,800)	(92,843)
	-------------------	-------------------
OPERATING LOSS	(186,800)	(92,843)

Finance income	11,550	10,404
	------------------	------------------
LOSS BEFORE TAXATION	(175,250)	(82,439)

Taxation	-	-

	------------------	------------------
LOSS FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY	(175,250)	(82,439)
	============	============

Earnings per share (pence) - basic and fully diluted	(0.76p)	(0.36p)
	=======	=======

STATEMENT OF FINANCIAL POSITION AS AT 31^st DECEMBER 2011


	2011	2010

	£	£

CURRENT ASSETS
Trade and other receivables	7,055	8,795
Cash and cash equivalents	3,018,225	3,188,206
	------------------	------------------
	3,025,280	3,197,001
CURRENT LIABILITIES
Trade and other payables	(24,816)	(21,287)
	-----------------	-----------------
NET CURRENT ASSETS	3,000,464	3,175,714
	----------------	----------------
NET ASSETS	3,000,464	3,175,714
	===========	===========

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
Share capital	230,800	230,800
Share premium account	3,086,962	3,086,962
Share based payment reserve	21,588	21,588
Retained earnings	(338,886)	(163,636)
	-------------------	-------------------
TOTAL EQUITY	3,000,464	3,175,714
	=============	=============

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31^st DECEMBER 2011


	2011	2010

	£	£

Net cash outflow from operating activities	(181,531)	(91,712)
	----------------	----------------
Cash flows from investing activities
Interest received	11,550	10,404
	----------------	----------------

Net decrease in cash and cash equivalents	(169,981)	(81,308)

Cash and cash equivalents at beginning of year	3,188,206	3,269,514
	------------------	-----------------
Cash and cash equivalents at end of year	3,018,225	3,188,206
	=============	=============

1. ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

Trading income

Trading income is recognised to the extent that it is probable that economic benefit will flow to the Company and the trading income can be reliably measured.

Cash and cash equivalents

Cash and cash equivalents are defined as cash in hand, demand deposits and short-term, highly liquid investments which are readily convertible to known amounts of cash, subject to insignificant risk of changes in value, and have a maturity of less than 3 months from the date of acquisition.

For the purposes of the cash flow statement, cash and cash equivalents consist of cash in hand and bank deposits.

Taxation

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation

Deferred income tax is provided for using the liability method on temporary timing differ-ences at the balance sheet date between tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised in full for all temporary differences. Deferred tax assets are recognised for all deductible temporary differ-ences carried forward of unused tax credits and unused tax losses to the extent that it is prob-able that taxable profit will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised.

The carrying amount of deferred income tax assets is assessed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date.

Share-based payments

Certain Directors of the Company receive remuneration in the form of share-based payment transactions (equity-settled transactions).

The cost of equity-settled transactions is determined with reference to the fair value at the date on which they were granted. The fair value is determined by using the Black-Scholes option pricing model.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). The cumulative expense recognised for equity-settled transactions at each re-porting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

The dilutive effect of the outstanding options is reflected as additional dilution in the compu-tation of earnings per share.

Financial instruments

Financial assets and financial liabilities are recognised on the Company's balance sheet when the Company becomes a contractual party to the instrument.

Trade receivables

Trade receivables are recognised initially at their fair value which equates to their nominal value as reduced by appropriate provision for irrecoverable amounts and subsequently at amortised cost.

Trade payables

Trade payables are recognised initially at their fair value and subsequently at amortised cost.

Accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions in certain circumstances that affect reported amounts. The most sensitive estimate affecting the financial statements is the area of share based payments. Actual outcomes may therefore differ from these estimates and assumptions.

In determining the fair value of equity settled share based payments and the related charge to the income statement, the Company makes assumptions about future events and market conditions. In particular, judgment must be made as to the likely number of shares that will vest and the fair value of each award granted. The fair value is determined using a valuation model which is dependent on further estimates including the Company's future dividend policy, employee turnover, the timing of the exercise of options and the future volatility in the price of the Company's shares. Such assumptions are based on publicly available information and reflect market expectations. Different assumptions from those used (which are disclosed in note 8) could materially affect the reported value of share based payments. The Company has recognised a corresponding increase in equity in accordance with IFRS 2: Share based payments by crediting "Share based payment reserve" (a component of equity) for the issue of shares in connection with the share options.

New and amended standards

Standards and interpretations that became effective for the first time during the year have not had a material impact on the financial statements. No impact is expected from any other standards or interpretations which have been endorsed by the European Union and are available for early adoption, but which have not been adopted.

2. AUDITORS' REMUNERATION

	2011	2010
	£	£
Services provided by the Company's auditors:

Fees payable to the company's auditors for the audit of the company's financial statements	12,200	19,100
Fees payable to the company's auditors for other services:
- Other services pursuant to legislation	-	-
- Taxation	-	-
	======	======

3. PARTICULARS OF EMPLOYEES

The average number of employees of the company in the period was:


	2011	2010

	Number	Number

Directors	3	3
	======	======
	£	£
The directors' aggregate emoluments in respect of qualifying services were:
Salary and short-term employment benefits	7,500	10,000
Other fees paid	4,500	5,875
	----------------	----------------
	12,000	15,875
	==========	==========

Other fees paid comprise £4,500 (2010: £5,875) paid to Munslows LLP, a firm in which Nathan Steinberg is a partner.

4. INCOME TAX EXPENSE

(a) Analysis of charge in the period

		2011	2010
		£	£
Current tax:

	UK corporation tax based on the results for the year at 20% (2010: 21%)	-	-
	Adjustment to prior year	-	-
		----------------	----------------
Total current tax		-	-
		==========	==========

(b) Factors affecting the tax charge for the period

The tax assessed for the period does not reflect an expense equivalent to the profit before tax multiplied by the standard rate of corporation tax of 20% (2010: 21%).

	2011	2010
	£	£

Loss before tax	(175,250)	(83,969)
	=========	=========
Loss before tax multiplied by the standard rate of corporation tax	35,050	17,633


Losses carried forward	(35,050)	(17,633)
	------------	------------
Current tax for the period	-	-
	=========	=========

5. EARNINGS PER SHARE

The calculation of earnings per share is based on the loss of £175,250 (2010: £82,439) and on the number of shares in issue, being the weighted average number of shares in issue during the period of 23,080,002 (2010: 23,080,002) ordinary £0.01 shares. There is no dilutive effect of share options on the basic earnings per share, as the option exercise prices are higher than the average market price in the period.

6. TRADE AND OTHER RECEIVABLES

	2010	2010
	£	£

Prepayments	7,055	8,795
	===============	===============

The Directors consider that the carrying value of each class of receivable approximates its fair value.

7. TRADE AND OTHER PAYABLES

	2010	2010
	£	£

Trade payables	3,216	7,287
Accrued expenses	21,600	14,000
	--------------------	--------------------
	24,816	21,287
	=============	=============

8. SHARE CAPITAL

Share options

The Company granted and issued share options over ordinary shares in the Company as follows:

Date granted	Parties	Exercise price	Number of shares	Final exercisable date
21/04/08	C Cannon Brookes	20p	500,000	21/04/15
21/04/08	C Niven	20p	500,000	21/04/15
			-------------------
Options outstanding at 31/12/11 and 31/12/10			1,000,000
			=============

The fair value of equity settle share options granted is estimated as at the date of grant using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs into the model used for the period ended 31^st December 2008:

Dividend yield on underlying shares		0%
Risk free rate		4%
Expected volatility		22.36%
Average time to expiry		1 year
Weighted average share price of options		20p
		==========

The expected life of the options is based on an estimate and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not be the actual outcome.

Allotted, called up and fully paid:

	2011	2010
	£	£
23,080,002 Ordinary shares of £0.01 each	230,800	230,800
	===================================	===================================

9. CASH FLOWS FROM OPERATING ACTIVITIES

	2011	2010
	£	£

Loss before taxation	(175,250)	(82,439)
Adjustments for:
Interest income	(11,550)	(10,404)
	--------------------	--------------------
	(186,800)	(92,843)

Decrease/(increase) in receivables	1,740	(666)
Increase in payables	3,529	1,797
	--------------------	--------------------
Net cash outflows from operating activities	(181,531)	(91,712)
	=============	=============

10. FINANCIAL INSTRUMENTS

Financial Assets and liabilities were held as follows :-

	2011	2010
Assets	£	£
Cash and cash equivalents	3,018,225	3,188,206
	--------------------	--------------------
Total financial assets	3,018,225	3,188,206
	=============	=============
Liabilities
Trade payables	3,216	7,287
Accrued expenses	21,600	14,000
	--------------------	--------------------
Total financial liabilities	24,816	21,287
	=============	=============