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Thursday 24 September, 2009

Integrated Asset Man

Interim Results - Replacement

RNS Number : 6000Z
Integrated Asset Management PLC
24 September 2009
 

The Interim Results announcement released at 10:40am under RNS Number 5982Z was issued incorrectly under the company name Lombard Risk Management.  The announcement should have been released under the correct company name of Intergrated Asset Management plc.

The full text shown below remains unchanged.



Integrated Asset Management plc 

Interim Results for the six months to 30 June 2009



London24 September 2009 - Integrated Asset Management plc ('Integrated' or the 'Company'), the AIM-listed fund of hedge fund manager and the owner of one of Italy's leading institutional brokerage firms, today announces its interim results for the six months to 30 June 2009.



Financial Highlights



30 June

2009

30 June

2008

Change

Asset under Management

$0.85bn

$2.40bn

-65%

Net Fund Management Income

£0.93m

£1.45m

-36%

Net Brokerage Income

£1.98m

£2,94m

-33%

Loss before Tax from Continuing Operations*

£(0.84)m

£(0.60)m

-40%

Cash†

£7.92m

£11.01m

n/a

Adjusted Earnings per Share‡    

(2.06)p

(1.51)p

-36%


All figures above relate to continuing operations with the exception of :

i) Assets under Management, and 

ii) Cash where the balance for 30 June 2009 excludes both balances held by Altigefi and the proceeds from Altigefi's disposal whereas the comparative includes Altigefi 


*stated before amortisation of intangible assets arising on consolidation and share-based payment expense

†excluding cash held by the Employee Benefit Trust

calculated on earnings from continuing operations before amortisation of intangible assets arising on consolidation and share-based payment expense on a diluted basis



Operational Highlights


  • Completion of sale of a substantial part of the hedge fund business


  • Healthy and liquid balance sheet


  • Strong focus on brokerage division


Commenting on the results, Emanuel Arbib, Chief Executive Officer, said:


'Further to last week's announcement of the completion of the sale of a substantial part of our hedge fund business to Sal.Oppenheim France, we are pleased to report that both our operating subsidiaries are now trading profitably at the operating level. This is the result of our efforts over the last 15 months to drastically reduce our cost base to keep it in line with revenues.


Both our operating divisions can be scaled up significantly in the short term through a combination of organic and acquisitive growth. Our balance sheet remains strong and liquid and we consider ourselves well positioned to take advantage of both improvements in market conditions and corporate opportunities as they arise.'



For further information, please contact:


Emanuel Arbib, Chief Executive Officer, Integrated Asset Management

Tel +44 (0)20 7514 0540 - email: arbib@integratedam.com




John Riddell, Noble Group

Tel +44 (0)20 7763 2200 - email: john.riddell@noblegp.com



Note to Editors:


Integrated Asset Management plc is an alternative investment group listed on the Alternative Investment Market of the London Stock Exchange under the symbol IAM. Integrated Asset Management's core businesses are asset management, and institutional brokerage. Further information can be found at www.integratedam.com


  Chairman and Chief Executive's Statement



We are pleased to report that Integrated completed the previously announced disposal of its 51% stake in Altigefi and certain German fund management contracts on 17 September 2009. The operating results of these businesses are therefore consolidated within the Group until that date However, in preparing these interim results for the six months to 30th June 2009 we have also disclosed them separately as discontinued operations in the Consolidated Income Statement.  


Turnover from continuing activities for the six months to 30 June 2009 decreased by 34to £4.1 million (June 2008: £6.2 million) and the loss on continuing activities before tax and amortisation of intangible assets arising on consolidation and share based payment expense from continuing operations increased to £0.84 million (June 2008: £0.60 million), giving EPS adjusted on the same basis of (1.99)p (June 2008(2.03)p).


The primary reason for the decrease in both turnover and profit before tax is the reduction in assets under management for our funds business between the comparative periods. In addition market conditions and the credit drought have not provided a favourable environment for our IFP brokerage subsidiary which has recorded somewhat lower revenues and earnings for the period. 


Fund Management



While the last twelve months have been extremely challenging for most businesses, the hedge fund community has been hit harder than most by the panic that followed the events of September 2008.  The uncontrolled selling and desperate flight to the safety of cash and government bonds has given rise to an unprecedented wave of redemptions which picked up speed further in December in the wake of the Madoff affair.


During the summer of 2008, soon after the Bear Stearns rescue, it became clear that we were entering tough times and we started to plan accordingly. We did this in two ways: first we started to aggressively manage our cost base, which peaked in the spring of 2008; second, we started to engage with Sal.Oppenheim in discussions which led to the agreement signed in April of this year to sell our 51stake in Altigefi as well as several German fund management contracts to Sal.Oppenheim France We are pleased that we have now achieved both of our contingency objectives and are now in a position to take advantage of the opportunities that the ravaged market of 2008 has produced. In the meantime, we are continuing to manage our cost base conservatively both at the holding company and subsidiary levels.


Although markets have improved in the last several months, in common with most of our fund of hedge fund peer group, we have had to manage the heavy flow of redemption requests coupled with liquidity issues in some of the constituent funds of our portfolios.  To treat all investors fairly, this has led in some cases to the need to impose gates, creatside pockets and in certain cases effect a restructuring of the fund as well.


The high cash levels that had to be kept in most portfolios to meet potential continued redemption requests diluted somewhat the strong performance of most of the constituent funds of our portfolios but despite these very high cash levels, sometimes approaching 50% of NAV, all our funds have reported  respectable positive returns.


  Assets under management are analysed between the following products and mandates:



30 June 2009

31 December 2008

30 June 2008


US$ millions

US$ millions

US$ millions

Total discretionary portfolios

731

1,095

2,004

Non-discretionary portfolios

17

33

53

Other assets under advice

98

87

345

Total AUM

846

1,215

2,402


Included within discretionary portfolios above are US$507 million of AUM that were part of the business that was disposed of on 17 September 2009.


Of the remaining $224 million of discretionary AUM, which primarily relate to the restructured Integrated Multi Strategy and Strategic Funds, approximately $120 million is committed until April 2010.


After the events that took place in financial markets--and in the hedge fund space in particular--in 2008, at the end of the year Integrated embarked on a strategic review to determine an appropriate investment, business and client-service model and for the now prevailing conditions in the hedge fund arena. While the markets have recovered a lot of ground and some confidence, we are under no illusions that things have changed for good. We firmly believe that the future of our industry lies in getting back to where it all began: namely having and being able to demonstrate an in-depth and ongoing understanding of managers. This requires special analytical skills and independence. In addition, we believe there will be a long term move towards enhanced transparency and a much better alignment of liquidity terms. 


To this end, on 14 September 2009, we entered into a strategic alliance with AlvineClontarf to combine our respective investment teams and provide our clients with first class analysis and research.


We believe that over the next 6-9 months the window to raise new funds will open again, and we are working to have an efficient team in place to be able to cater for these new buyers who are, we think, likely to be more institutional and sophisticated than before.



Financial Summary



Fund Management Income


Net management fee income from continuing operations decreased to £0.93 million (June 2008: £1.45 million).  Net management fees are affected solely by the levels of assets under management and the levels of retrocessions and rebates to distributors and intermediaries. There were no material changes to yields on assets under management from those disclosed in the Business Review of the 2008 Annual Report and the decrease is purely a reflection of lower levels of AUM.  For future periods, some yields may decrease where fees charged to funds have decreased, albeit temporarily, as a result of the restructuring of the fund.


Not surprisingly performance fee income has been negligible as the negative performance of the second half of 2008 has reduced the valuation of funds below their high water mark and consequently performance fees do not accrue despite positive performance for the period.



Brokerage


Total Net Brokerage income decreased to £1.9 million (June 2008: £2.9 million), as shown in the table below:



30 June

2009

£'000s

30 June

2008

£'000s

Net Brokerage

1,567

2,498

Net Marketing

379

434

Other

35

8

Total Net Brokerage

1,981

2,940



This drop in net turnover is largely attributable to the decline in income suffered by our equity and equity derivatives desks as reported in our 2008 results, which pattern has continued into 2009.  The effects of the credit crunch have meant that many banking institutions have been avoiding dealing with each other for a large part of the first six months of this year. This has led to reduced volumes and brokerage activity. We have addressed this reduction in revenues by cutting our cost base, with benefits that will be visible in the second half of the year. The largest cost cutting we have done is the closure of our Lugano office whose operations are now consolidated with those of our Milan office.


Net turnover from the other three areas of activity has in fact increased with our bond desk performing particularly strongly.  We are planning to invest in the successful desks and have already begun to hire new brokers coming from banking institutions that have closed or curtailed their trading activities in these areas.


Net marketing income is largely derived from the marketing and promotion of Sal. Oppenheim's products in Italy. The existing contract expires at the end of 2009 and is not currently expected to be renewed.



Operating costs


We have continued to reduce operating costs throughout the period across all areas of the Group's activities although some such reductions come with an initial cost of their own and the benefit is not necessarily achieved until later. We strive to maintain the balance of providing high quality investment management services, operating systems and controls appropriate to a listed group with its regulated subsidiaries against a regime of minimising operating expenditure. We are also mindful of the need to reward and motivate our staff appropriately.



Other non-cash income and expense


The charge for amortisation of intangible assets arising on consolidation for the year to 31 December 2008 was calculated with reference to the expected proceeds from the disposal, an element of which in turn was calculated with reference to Integrated's share price. The rise in Integrated's share price between the time of the announcement of the disposal and its completion on 17 September 2009 has caused a reversal of part of that charge of £1.2 million before adjustment of deferred tax and the net income of £0.8 million is included within the profit for the period from discontinued operations.



Balance Sheet


The Group balance sheet at 30 June 2009 showed cash, excluding balances held by the Employee Benefit Trust, of £7.9 million against balances of £11.0 million and £11.0 million at 30 June and 31 December 2008 respectively. However reported cash balances at 30 June 2009 exclude those balances held for disposal whereas the comparatives include it.  


More importantly, current cash balances inclusive of the gross sale proceeds of Eur3.5 million and the ordinary cash flows between 30 June 2009 to date are in excess of £10.6 million and £9.4 million net of short term borrowing.



Post Balance Sheet Event


As already announced and referred to above, the disposal of our 51% stake in Altigefi S.A. and certain fund management contracts completed on 17 September 2009. This has affected our balance sheet in three ways.


Firstly we gained permission from the Court to carry out a capital reduction and on completion of the deal were able to cancel Sal. Oppenheim's shareholding. This cancellation has reduced the number of shares in issue by 11,496,111 shares to a new total of 30,651,386 shares, effectively increasing net assets per share by 37%.


Secondly we received gross proceeds of Eur3.5 million in cash on 17 September as noted above.


Thirdly we also gained permission from the Court for a Reduction in the Share Premium Account such that this account is eliminated and applied to Retained Earnings and the Group now has positive distributable reserves.



Outlook


A year on from the collapse of Lehman, the industries in which we operate are rather more stable as a result of central bank interventions but the outlook is still uncertain. The Board remains committed to the management of costs in line with the levels of activity of our underlying businesses. We expect operating expenditure for the second half of 2009 to be significantly lower than that reported for the first half although it is too early to predict whether the group will return to profitability in this period. This remains our goal for both businesses.


Our balance sheet is strong and liquid and we are well positioned to take advantage of improvements in market conditions and corporate opportunities as they arise. We are actively considering a number of such opportunities at present and will keep shareholders in touch with any developments.





John Booth                        Emanuel Arbib

Chairman                        Chief Executive



23 September 2009

Consolidated Income Statement







for the six months ended 30 June 2009











Unaudited

Unaudited






Six months to

30 June 

2009

Six months to

30 June 2008

Year to

31 December

2008

 

 

 

Note

£000s

£000s

£000s








Continuing operations







Revenue




4,086 

6,205 

10,428 

Cost of sales

 

 


(1,177)

(1,819)

(3,143)

Net revenue




2,909 

4,386 

7,285 

Operating costs




(3,762)

(5,155)

(11,005)

Amortisation of intangibles




(6)

  - 

(13)

Share-based payments cost

 

 


(42)

(67)

(32)

Operating loss before impairment of goodwill and intangibles



(901)

(836)

(3,765)

Impairment of goodwill and intangibles

 

 


  - 

  - 

(380)

Operating loss




(901)

(836)

(4,145)

Finance income




44 

208 

385 

Finance expense

 

 


(35)

(41)

(82)

Loss before taxation




(892)

(669)

(3,842)

Taxation

 

 

3

(23)

(50)

13 

Loss from continuing operations

 

 


(915)

(719)

(3,829)

Discontinued operations







Profit/(loss) for the period from discontinued operations

 

 

4

921 

113 

(14,117)

Profit/(loss) for the period

 

 


(606)

(17,946)








Attributable to :







Continuing operations







Owners of the parent




(915)

(702)

(3,829)

Non controlling interests




  - 

(17)

  - 

 

 

 


(915)

(719)

(3,829)

Total







Owners of the parent




35 

(805)

(18,249)

Non controlling interests




(29)

199 

303 

 

 

 


(606)

(17,946)

Earnings per share







Continuing operations







Basic



5

(2.17)p

(1.67)p

(9.11)p

Diluted

 

 

5

(2.17)p

(1.67)p

(9.11)p

Total







Basic



5

0.08p

(1.92)p

(43.42)p

Diluted

 

 

5

0.08p

(1.92)p

(43.42)p



























Consolidated Statement Of Comprehensive Income







for the six months ended 30 June 2009











Unaudited

Unaudited






Six months to

30 June

2009

Six months to

30 June

2008

Year to

31 December

2008

 

 

 


£000s

£000s

£000s








Profit/(loss) for the period




(606)

(17,946)

Currency translation differences on overseas operations




(289)

648 

2,523 

Deferred tax on share options

 

 


  - 

(31)

(77)

Total comprehensive income for the period

 

 


(283)

11 

(15,500)








Total comprehensive income attributable to :







Owners of the parent




(254)

(188)

(15,803)

Non controlling interests




(29)

199 

303 

 

 

 


(283)

11 

(15,500)















Consolidated Statement Of Financial Position







as at 30 June 2009











Unaudited

Unaudited






As at

30 June

2009

As at

30 June

2008

As at

31 December

2008

 

 

 

Note

£000s

£000s

£000s








Assets







Non-current assets







Intangible assets



6

1,636 

17,945 

4,300 

Property, plant and equipment




501 

729 

739 

Financial assets

 

 


107 

152 

139 





2,244 

18,826 

5,178 

Non-current assets held for sale and disposal group

 

 


3,768 

  - 

  - 





6,012 

18,826 

5,178 

Current assets







Trade and other receivables



7

8,679 

53,936 

5,328 

Cash and cash equivalents



8

7,983 

12,615 

11,062 

Financial assets

 

 


  - 

78 

  - 

 

 

 


16,662 

66,629 

16,390 

Assets held for sale and disposal group

 

 


3,032 

  - 

  - 





19,694 

66,629 

16,390 

Total assets

 

 


25,706 

85,455 

21,568 








Liabilities







Non-current liabilities







Borrowings



9

  - 

  - 

  - 

Deferred tax liabilities



10

(1,036)

(838)

(697)

Trade and other payables



11

-   

-

-

 

 

 


(1,036)

(838)

(697)

Current liabilities







Borrowings



9

(1,153)

(1,071)

(1,309)

Trade and other payables



11

(8,775)

(53,342)

(4,849)

Tax payable




(10)

(154)

(24)

 

 

 


(9,938)

(54,567)

(6,182)

Liabilities directly associated with the disposal group

 

 


(460)

-

-

 

 

 


(10,398)

(54,567)

(6,182)

Total liabilities

 

 


(11,434)

(55,405)

(6,879)

Net assets

 

 


14,272 

30,050 

14,689 








Equity







Called up share capital



12

2,107 

2,100 

2,107 

Share premium account




27,025 

26,844 

27,025 

Shares to be issued




-

228 

-

Share options reserve




260 

438 

313 

Exchange difference reserve




2,658 

1,071 

2,946 

Investment in own shares




(2,519)

(2,519)

(2,519)

Retained earnings

 

 


(16,536)

738 

(16,667)

Equity attributable to owners of the parent




12,995 

28,900 

13,205 

Equity attributable to non controlling interests

 

 


1,277 

1,150 

1,484 

Total equity

 

 


14,272 

30,050 

14,689 








All of the non controlling interests relate to the net assets disclosed as held for sale.















Consolidated Statement of Changes in Shareholders' Equity






for the six months ended 30 June 2009








Share

Capital

Share

Premium

Retained 

Earnings

Other

Reserves

Non controlling

Interests

Total

 

£000s

£000s

£000s

£000s

£000s

£000s

Unaudited

 

 

 

 

 

 

Balance at 1 January 2009

2,107 

27,025 

(16,667)

740 

1,484 

14,689 








Currency translation adjustments

-

-

-

(289)

-   

(289)

Deferred tax on share options

-

-

-

-

-

-   

Net expense recognised directly in equity:

-

-

-

(289)

-   

(289)

Profit for the period

-

-

35 

(29)

Total comprehensive income/(expense) for the period

-

-

35 

(289)

(29)

(283)








Conversion of loan notes

-

-

-

-

-

-

Shares issued on acquisition

-

-

-

-

-

-

Deferred consideration

-

-

-

-

-

-

Share-based payments

-

-

-

44 

-

44 

Cancelled/forfeited share options

-

-

96 

(96)

-

-

Purchase of own shares by EBT/ESOT

-

-

-

-

-

-

Dividend paid to non controlling interests

-

-

-

-

-

-

Movement in non controlling interests

-

-

-

-

(178)

(178)

Balance 30 June 2009

2,107 

27,025 

(16,536)

399 

1,277 

14,272 
















Share

Capital

Share

Premium

Retained 

Earnings

Other

Reserves

Non controlling

Interests

Total

 

£000s

£000s

£000s

£000s

£000s

£000s

Unaudited

 

 

 

 

 

 

Balance at 1 January 2008

2,083 

26,527 

1,472 

(1,378)

1,203 

29,907 








Currency translation adjustments

-

-

-

648 

  - 

648 

Deferred tax on share options

-

-

(31)

  - 

(31)

Net (expense)/income recognised directly in equity:

-

-

(31)

648 

617 

Loss for the period

-

-

(805)

-   

199 

(606)

Total comprehensive (expense)/income for the period

  - 

  - 

(836)

648 

199 

11 








Conversion of loan notes

16 

295 

-

-

-

311 

Shares issued on acquisition

22 

-

(23)

-

-

Deferred consideration

-

-

-

-

-

-

Share-based payments

-

-

-

67 

-

67 

Cancelled/forfeited share options

-

-

102 

(102)

-

  - 

Purchase of own shares by EBT/ESOT

-

-

  - 

-

Dividend paid to non controlling interests

-

-

-

-

-

-

Movement in non controlling interests

-

-

  - 

  - 

(252)

(252)

Balance 30 June 2008

2,100 

26,844 

738 

(782)

1,150 

30,050 
















Share

Capital

Share

Premium

Retained 

Earnings

Other

Reserves

Non controlling

Interests

Total

 

£000s

£000s

£000s

£000s

£000s

£000s

 

 

 

 

 

 

 

Balance at 1 January 2008

2,083 

26,527 

1,472 

(1,378)

1,203 

29,907 








Currency translation adjustments

-

-

-

2,523 

-

2,523 

Deferred tax on share options

-

-

(77)

-

-

(77)

Net income/(expense) recognised directly in equity:

-

-

(77)

2,523 

-   

2,446 

Loss for the period

-

-

(18,249)

-   

303 

(17,946)

Total comprehensive (expense)/income for the period

-

-

(18,326)

2,523 

303 

(15,500)








Conversion of loan notes

16 

295 

-

-

-

311 

Shares issued on acquisition

21 

  - 

(22)

-

-

Deferred consideration

182 

-

(229)

-

(40)

Share-based payments

-

-

-

33 

-

33 

Cancelled/forfeited share options

-

-

187 

(187)

-

-

Purchase of own shares by EBT/ESOT

-

-

-

-

-

-

Dividend paid to non controlling interests

-

-

-

-

(338)

(338)

Movement in non controlling interests

-

-

-

-

316 

316 

Balance 31 December 2008

2,107 

27,025 

(16,667)

740 

1,484 

14,689 















Consolidated Cash Flow Statement







for the six months ended 30 June 2009











Unaudited

Unaudited






As at

30 June

2009

As at

30 June

2008

As at

31 December

2008

 

 

 

 

£000s

£000s

£000s








Cash flows from operating activities







Cash generated/(used) from operations




(940)

691 

(519)

Income tax received/(paid)

 

 

 

146 

(549)

(947)

Net cash generated/(used) from operating activities

 

 

 

(794)

142 

(1,466)

Cash flows from investing activities







Purchase of property, plant and equipment




(6)

(104)

(182)

Purchase of other financial assets




-

(29)

(55)

Sale of current financial assets




-

113 

113 

Non controlling interests/subsidiaries acquired




-

(27)

(48)

Interest received

 

 

 

81 

262 

485 

Net cash generated/(used) in investing activities

 

 

 

75 

215 

313 

Cash flows from financing activities







Redemption of unsecured loan notes




-

(783)

(783)

Dividend paid to non controlling shareholders




-

(337)

(338)

Interest paid

 

 

 

(53)

(40)

(82)

Net cash (used)/generated in financing activities

 

 

 

(53)

(1,160)

(1,203)

Net (decrease)/increase in cash and cash equivalents




(772)

(803)

(2,356)

Cash and cash equivalents at beginning of period

 

 

 

11,062 

13,418 

13,418 

Cash and cash equivalents at end of period

 

 

 

10,290 

12,615 

11,062 








Cash and cash equivalents included in continuing operations




7,983 

12,615 

11,062 

Cash and cash equivalents included in assets for sale and disposal group


2,307 

-

-

Cash and cash equivalents at end of period

 

 

 

10,290 

12,615 

11,062 








Reconciliation of Operating Loss to Net Cash Inflow from Operating Activities




for the six months ended 30 June 2009











Unaudited

Unaudited






As at

30 June

2009

As at

30 June

2008

As at

31 December

2008

 

 

 

 

£000s

£000s

£000s

Continuing operations







Operating loss on ordinary activities




(901)

(836)

(4,145)

Share options cost




42 

67 

32 

Loss on sale of property, plant and equipment




-

-

-

Depreciation




123 

133 

245 

Amortisation of intangible assets




-

13 

Impairment of goodwill and intangibles




-   

-

380 

Write down of current financial assets




31 

-

72 

Write down of other financial assets




-   

-

64 

Foreign currency translation




(45)

146 

355 

(Increase) in trade and other receivables




(4,409)

(27,901)

21,079 

Increase/(decrease) in trade and other payables

 

 

 

4,638 

28,139 

(20,252)

Net cash inflow/(outflow) from continuing operations

 

 

 

(515)

(252)

(2,157)

Discontinued operations







Operating loss on ordinary activities




1,242 

126 

(14,265)

Share options cost




-

-

-

Loss on sale of property, plant and equipment




-

Depreciation




13 

21 

35 

Amortisation of intangible assets




(1,212)

530 

1,036 

Impairment of goodwill and intangibles




-

-

14,252 

Write down of current financial assets




-

-

-

Write down of other financial assets




-

-

-

Foreign currency translation




(301)

164 

625 

(Increase) in trade and other receivables




85 

31 

85 

Increase/(decrease) in trade and other payables

 

 

 

(252)

69 

(130)

Net cash inflow/(outflow) from discontinued operations

 

 

 

(425)

943 

1,638 

Net cash generated from operations

 

 

 

(940)

691 

(519)















Notes to the Interim Financial Statements














1. Principal accounting policies














Integrated Asset Management plc ('the Company') is a public limited company registered in England and Wales. The Company is quoted on the Alternative Investment Market (AIM) of the London Stock Exchange.








The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries (together referred to as 'the Group'). Subsidiaries are all entities over which the Company has the power to govern the operating and financial policies so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the Group's financial statements from the date on which control is transferred to the Group to the date that control ceases. All intra-group transactions, balances, income and expenses are eliminated on consolidation.








The interim financial report is unaudited, but has been reviewed by the external auditors. The condensed set of consolidated financial information in the interim report does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The Group's published consolidated financial statements for the year ended 31 December 2008 were approved by the Board of Directors on 8th May 2009 and filed with the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain an emphasis of matter paragraph or a statement under Section 237 (2) or (3) of the Companies Act 1985. The condensed set of consolidated financial information was approved by the Board of Directors on 23 September 2009.








Basis of Preparation














This condensed consolidated half-yearly financial information for the six months to 30 June 2009 has been prepared in accordance with IAS 34, 'Interim financial reporting' as adopted by the European Union. The half-yearly condensed consolidated financial report should be read in conjunction with the annual financial statements for the year ended 31 December 2008, which have been prepared in accordance with IFRSs as adopted by the European Union.








The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 December 2008, as described in those financial statements, other than the adoption, with effect from 1 January 2009, of IAS 1 (revised) 'Presentation of Financial Statements'








IAS 1 (Revised), 'Presentation of financial statements' has been adopted by the Group, which prohibits the presentation of non-owner items of income and expenses in the consolidated statement of changes in equity and has had no impact on the results or financial position of the Group.








The Group has adopted IFRS 8 'Operating Segments' which replaced IAS 14 'Segmental Reporting' and requires segmental information to be presented on the same basis as that provided for internal reporting purposes to the Group's chief operating decision-maker.








A number of new standards, amendments to existing standards and interpretations have been issued, none of which are expected to have a material impact on the results or financial position of the Group for the financial year ended 31 December 2009 or future periods.















2. Segmental Reporting







Business Segments














We have reviewed a number of segmental disclosures and the requirements of IFRS 8 and since we only internally review our business on the basis of the hedge fund and brokerage units as opposed to any geographical basis, do not see the requirement for any geographical analysis.








The Group is organised into two business segments Hedge Fund and Brokerage. The segmental results are as follows:-















Business Type









Total

Hedge 

Fund 

Discontinued

Hedge Fund

Continuing

Hedge Fund

Brokerage

Continuing

Group

30 June 2009

 

£000s

£000s

£000s

£000s

£000s

Revenue from external customers


3,514 

1,866 

1,648 

2,438 

4,086 

Cost of sales

 

(1,465)

(745)

(720)

(457)

(1,177)

Net Revenue


2,049 

1,121 

928 

1,981 

2,909 

Operating costs


(2,275)

(1,079)

(1,196)

(2,323)

(3,519)

Depreciation


(79)

(13)

(66)

(57)

(123)

Amortisation of intangibles


1,206 

1,212 

(6)

-   

(6)

Impairment of intangibles


-

-

-

-

-

Share-based payments cost


(41)

  - 

(41)

(1)

(42)

Write down of investments


-

-

-   

(31)

(31)

Currency exchange differences

 

(151)

  - 

(151)

62 

(89)

Operating profit/(loss)

 

709 

1,241 

(532)

(369)

(901)

External interest receivable and similar income


56 

36 

20 

24 

44 

Inter-segment interest receivable


-

-

-

34 

34 

External interest payable and similar charges


(17)

(17)

(35)

(35)

Inter-segment interest payable

 

(34)

-

(34)

 - 

(34)

Profit/(loss) for the period before tax

 

714 

1,260 

(546)

(346)

(892)








Total assets

 

12,534 

6,800 

5,734 

13,172 

18,906 

Total liabilities

 

(2,905)

(460)

(2,445)

(8,529)

(10,974)








Included within the Revenue from External customers of £4,086,000 are amounts of £583,000, £539,000 and £419,000 received from three customers, each of which generate more than 10% of the total external income.

















Total

Hedge 

Fund 

Discontinued

Hedge Fund

Continuing

Hedge Fund

Brokerage

Continuing

Group

30 June 2008

 

£000s

£000s

£000s

£000s

£000s

Revenue from external customers


6,437 

3,634 

2,803 

3,402 

6,205 

Cost of sales

 

(2,896)

(1,539)

(1,357)

(462)

(1,819)

Net Revenue


3,541 

2,095 

1,446 

2,940 

4,386 

Operating costs


(4,031)

(1,417)

(2,614)

(2,431)

(5,045)

Depreciation


(56)

(22)

(34)

(76)

(110)

Amortisation of intangibles


(530)

(530)

-

-

-

Impairment of intangibles


-

-

-

-

-

Share-based payments cost


(50)

  - 

(50)

(17)

(67)

Write down of investments


-

-

-

-

-

Currency exchange differences

 

-

-

-

-

-

Operating (loss)/profit

 

(1,126)

126 

(1,252)

416 

(836)

External interest receivable and similar income


177 

54 

123 

85 

208 

Inter-segment interest receivable


-

-

-

34 

34 

External interest payable and similar charges


(10)

  - 

(10)

(31)

(41)

Inter-segment interest payable

 

(34)

-

(34)

(34)

(Loss)/profit for the period before tax

 

(993)

180 

(1,173)

504 

(669)








Total assets

 

27,730 

19,139 

8,591 

57,725 

66,316 

Total liabilities

 

(3,309)

(619)

(2,690)

(52,096)

(54,786)








Included within the Revenue from External customers of £6,205,000 are amounts of £1,075,000 and £652,000 received from two customers, each of which generate more than 10% of the total external income.










Total

Hedge 

Fund 

Discontinued

Hedge Fund

Continuing

Hedge Fund

Brokerage

Continuing

Group

31 December 2008

 

£000s

£000s

£000s

£000s

£000s

Revenue from external customers


11,354 

6,630 

4,724 

5,704 

10,428 

Cost of sales

 

(5,025)

(2,734)

(2,291)

(852)

(3,143)

Net Revenue


6,329 

3,896 

2,433 

4,852 

7,285 

Operating costs


(8,488)

(2,839)

(5,649)

(4,992)

(10,641)

Depreciation


(121)

(34)

(87)

(157)

(244)

Amortisation of intangibles


(1,049)

(1,036)

(13)

-

(13)

Impairment of intangibles


(14,633)

(14,253)

(380)

-

(380)

Share-based payments cost


(16)

  - 

(16)

(16)

(32)

Write down of investments


-

-

-

(67)

(67)

Currency exchange differences

 

101 

  - 

101 

(154)

(53)

Operating loss

 

(17,877)

(14,266)

(3,611)

(534)

(4,145)

External interest receivable and similar income


324 

100 

224 

161 

385 

Inter-segment interest receivable


-

-

-

73 

73 

External interest payable and similar charges


(10)

-

(10)

(72)

(82)

Inter-segment interest payable

 

(73)

-

(73)

- 

(73)

Loss for the period before tax

 

(17,636)

(14,166)

(3,470)

(372)

(3,842)








Total assets

 

16,779 

6,261 

10,518 

10,224 

20,742 

Total liabilities

 

(7,545)

(719)

(6,826)

(4,769)

(11,595)








Included within the Revenue from External customers of £10,428,000 are amounts of £1,892,000 and £1,444,000 received from two customers, each of which generate more than 10% of the total external income.















3. Taxation











Six months to

30 June

2009

Six months to

30 June

2008

Year to

31 December

2008

 

 

 

 

£000s

£000s

£000s

Current tax







UK corporation tax on profits for the period




-

-

-

Adjustments in respect of prior periods




-

-

(96)

Foreign tax

 

 

 

23 

-

18 

Total current tax

 

 

 

23 

-

(78)








Deferred Tax







Intangible assets




-

-

296 

Share-based payments 

 

 

 

50 

(231)

Total tax charge for the period

 

 

 

23 

50 

(13)















4. Discontinued operations







On 17 September 2009 the Group completed the sale of the majority of its fund of hedge funds business, including its 51% stake in Altigefi, to Sal. Oppenheim (France), the Paris based wholly-owned subsidiary of Sal. Oppenheim jr & Cie S.C.A. ('Sal. Oppenheim'). The operations included in this sale have been treated as discontinued operations for the period ended 30th June 2009.








The table below provides further detail of the amount shown on the income statement. The income statements for the prior periods have been restated to conform to this style of presentation.












Six months to

30 June

2009

Six months to

30 June

2008

Year to

31 December

2008

 

 

 

 

£000s

£000s

£000s

Revenue




1,866 

3,634 

6,630 

Cost of sales

 

 

 

(745)

(1,539)

(2,734)

Net revenue




1,121 

2,095 

3,896 

Operating costs




(1,092)

(1,439)

(2,873)

Amortisation of intangibles




1,212 

(530)

(1,036)

Share-based payments cost

 

 

 

-

-

-

Operating profit/(loss) before impairment of goodwill and intangibles


1,241 

126 

(13)

Impairment of goodwill and intangibles

 

 

 

-

-

(14,253)

Operating profit/(loss) before impairment of goodwill and intangibles


1,241 

126 

(14,266)

Finance income




36 

54 

100 

Finance expense

 

 

 

(17)

-

-

Profit/(loss) before taxation




1,260 

180 

(14,166)

Taxation

 

 

 

(339)

(67)

49 

Profit/(loss) from discontinued operations

 

 

 

921 

113 

(14,117)















The net cash flows after tax of discontinued operations are as follows:





Six months to

30 June

2009

Six months to

30 June

2008

Year to

31 December

2008

 

 

 

 

£000s

£000s

£000s

Operating




(287)

447 

848 

Investing




34 

46 

72 

Financing




(17)

(662)

(662)

Net cash inflow

 

 

 

(270)

(169)

258 















5. Earnings per share







The calculation of Earnings per Share ('EPS') is based on profit that is attributable to owners of the parent Company only.








Potential ordinary shares have only been included in the diluted EPS calculation where their effect has been dilutive to basic EPS.








Details of the figures used in calculating basic and diluted EPS are shown below:












30 June

2009

30 June

2008

31 December

2008

 

 

 

 

£000s

£000s

£000s

(Loss) from continuing operations




(915)

(719)

(3,829)

Non controlling interests

 

 

 

- 

17 

(Loss) from continuing operations used in calculating basic and diluted EPS

 

(915)

(702)

(3,829)

Total (loss)/ profit for the period




(606)

(17,946)

Non controlling interests

 

 

 

29 

(199)

(303)

Total (loss)/ profit used in calculating basic and diluted EPS

 

 

 

35 

(805)

(18,249)















 

 

 

 

No. '000s

No. '000s

No. '000s

Weighted average number of ordinary shares used in calculating basic EPS

 

42,147 

41,950 

42,030 

Effect of dilutive potential ordinary shares:







 - share options




-

-

-

 - shares to be issued




-

-

-

 - contingently issuable shares

 

 

 

-

-

-

Weighted average number of ordinary shares used in calculating diluted EPS

 

42,147 

41,950 

42,030 















Basic EPS from continuing operations has been calculated using the loss from continuing operations £915k (excluding non controlling interests) divided by the weighted average number of ordinary shares 42,147k.








Diluted EPS from continuing operations has been calculated using the loss from continuing operations £915k (excluding non controlling interests) divided by the weighted average number of ordinary shares 42,147k.















6. Intangible assets










Goodwill

Management

Contracts

Development

Costs

Total

30 June 2009

 

 

£000s

£000s

£000s

£000s

Cost







At 1st January, 2009



16,791 

3,953 

37 

20,781 

Additions



-

-

-

-

Acquisition of subsidiaries



-

-

-

-

Reclassification as non-current asset held for sale



(14,253)

(3,953)

-

(18,206)

Movement on exchange



(170)

-

-

(170)

Changes in deferred consideration

 

 

-

-

-

-

At 30th June 2009

 

 

2,368 

-

37 

2,405 

Amortisation







At 1st January, 2009



(15,004)

(1,465)

(12)

(16,481)

Amortisation



-

-

(6)

(6)

Amortisation reversal 



-

1,212 

-

1,212 

Reclassification as non-current asset held for sale



14,253 

253 

-

14,506 

Impairment



-

-

-

-

At 30th June 2009

 

 

(751)

-

(18)

(769)

Net Book Value at 30th June 2009

 

 

1,617 

-

19 

1,636 











Goodwill

Management

Contracts

Development

Costs

Total

30 June 2008

 

 

£000s

£000s

£000s

£000s

Cost







At 1st January, 2008



14,768 

3,953 

37 

18,758 

Additions



-

-

-

-

Acquisition of subsidiaries



27 

-

-

27 

Reclassification as non-current asset held for sale



-

-

-

-

Movement on exchange



495 

-

-

495 

Changes in deferred consideration

 

 

-

-

-

-

At 30th June 2008

 

 

15,290 

3,953 

37 

19,280 

Amortisation







At 1st January, 2008



(371)

(429)

-

(800)

Amortisation



  - 

(530)

-

(530)

Amortisation reversal 



-

-

-

-

Reclassification as non-current asset held for sale



-

-

-

-

Impairment



(5)

-

-

(5)

At 30th June 2008

 

 

(376)

(959)

  - 

(1,335)

Net Book Value at 30th June 2008

 

 

14,914 

2,994 

37 

17,945 











Goodwill

Management

Contracts

Development

Costs

Total

31 December 2008

 

 

£000s

£000s

£000s

£000s

Cost







At 1st January, 2008



14,768 

3,953 

37 

18,758 

Additions



39 

-

-

39 

Acquisition of subsidiaries



-

-

-

-

Reclassification as non-current asset held for sale



-

-

-

-

Movement on exchange



2,047 

-

-

2,047 

Changes in deferred consideration

 

 

(63)

-

-

(63)

At 31st December 2008

 

 

16,791 

3,953 

37 

20,781 

Amortisation







At 1st January, 2008



(371)

(429)

(800)

Amortisation



(1)

(1,036)

(12)

(1,049)

Amortisation reversal 



-

-

-

-

Reclassification as non-current asset held for sale



-

-

-

-

Impairment



(14,632)

-

-

(14,632)

At 31st December 2008

 

 

(15,004)

(1,465)

(12)

(16,481)

Net Book Value at 31st December 2008

 

 

1,787 

2,488 

25 

4,300 















7. Trade and other receivables











30 June

2009

30 June

2008

31 December

2008

 

 

 

 

£000s

£000s

£000s

Trade receivables




1,634 

3,479 

3,408 

Matched principal trade receivables




6,039 

49,569 

661 

Other receivables




713 

589 

964 

Prepayments

 

 

 

293 

299 

295 

 

 

 

 

8,679 

53,936 

5,328 








Matched principle trade receivables represent the grossed-up value of matched trades that were undertaken by the Brokerage business before the period end, but which while within the settlement cycle remained unsettled at the balance sheet date. The margin relating to these trades is the difference between the receivable and the matched payable and is recorded in the group's income statement















8. Cash and cash equivalents











30 June

2009

30 June

2008

31 December

2008

 

 

 

 

£000s

£000s

£000s

Cash at bank and in hand




7,923 

11,014 

10,997 

Cash at bank and in hand: EBT

 

 

 

60 

1,601 

65 

Total cash and cash equivalents

 

 

 

7,983 

12,615 

11,062 








Included within cash and cash equivalents held by the Group is cash held by an Employee Benefit Trust ('EBT'), which was set up during 2007. Cash held by the EBT is controlled by the EBT's trustee and is allocated to potential beneficiaries when a constructive obligation arises to pay them.















9. Borrowings











30 June

2009

30 June

2008

31 December

2008

 

 

 

 

£000s

£000s

£000s

Non-current







Bank loan




-

-

-

 

 

 

 

-

-

-

Current







Bank loan




1,153 

1,071 

1,309 

 

 

 

 

1,153 

1,071 

1,309 















10. Deferred tax







The movement in deferred tax assets and liabilities during the period was as follows





30 June

2009

30 June

2008

31 December

2008

 

 

 

 

£000s

£000s

£000s

Deferred tax liabilities - intangible assets







At beginning of period




(697)

(1,062)

(1,062)

Acquisition of subsidiaries




-

-

-

Income statement (charge) / credit

 

 

 

(339)

164 

365 

At end of period

 

 

 

(1,036)

(898)

(697)

Deferred tax assets - share-based payments







At beginning of period




-

141 

141 

Income statement (debit)/credit




-

(50)

(64)

(Debited) directly to equity

 

 

 

-

(31)

(77)

At end of period

 

 

 

-

60 

 

 

 

 

 

 

 

Net deferred tax liabilities

 

 

 

(1,036)

(838)

(697)






















11. Trade and other payables











30 June

2009

30 June

2008

31 December

2008

 

 

 

 

£000s

£000s

£000s

Non-current







Other creditors

 

 

 

-

-

-

 

 

 

 

-

-

-

Current







Trade payables




1,195 

1,629 

1,909 

Matched principal trade payables




6,037 

49,546 

661 

Other taxation and social security costs




239 

673 

299 

Accruals and deferred income

 

 

 

1,304 

1,494 

1,980 

 

 

 

 

8,775 

53,342 

4,849 















12. Share Capital








30 June

2009

30 June

2009

30 June

2008

30 June

2008

31 December

2008

31 December

2008



Number of

Ordinary

5p shares


Number of

Ordinary

5p shares


Number of

Ordinary

5p shares

 

£000s

000

£000s

000

£000s

000

Authorised:







At beginning of period

10,000 

200,000 

10,000 

200,000 

10,000 

200,000 

At end of period

10,000 

200,000 

10,000 

200,000 

10,000 

200,000 








Allotted and fully paid:







At beginning of period

2,107 

42,147 

2,083 

41,662 

2,083 

41,662 

Conversion of loan notes

-

-

16 

328 

16 

328 

Deferred consideration

-

-

-

-

138 

Altigefi acquisition

-

-

19 

19 

Movement during the period

-

-

17 

347 

24 

485 

At end of period

2,107 

42,147 

2,100 

42,009 

2,107 

42,147 








The loan notes were converted at a price of 95p on 27th January 2008, the consideration totalling £ 311,750. The shares issued in 2008 relating to deferred consideration and Altigefi acquisition were previously shown as shares to be issued.















13. Related Party Transactions







There were no material changes to the related party transactions during the six months ended 30 June, 2009















14. Post Balance Sheet Events







On 16 September 2009 following an application by the Company, the courts approved the Capital Reduction (having first obtained shareholder approval) which allows the Company to cancel the 11,496,111 Ordinary Shares in the Company held by Sal. Oppenheim jr. Following the cancellation of the Sal Oppenheim jr. shares on 17 September 2009, the Company has 30,651,386 Ordinary shares in issue.








Also on 16th September 2009 following an application by the Company the courts approved the Reduction in the Share Premium Account required to eliminate the accumulated deficit on the Company's profit and loss thus creating distributable profits. This application had previously been approved by a special resolution at a General Meeting.








On 17 September 2009 the Group completed the sale of the majority of its fund of hedge funds business, including its 51% stake in Altigefi, to Sal. Oppenheim (France), the Paris based wholly-owned subsidiary of Sal. Oppenheim jr & Cie S.C.A. ('Sal. Oppenheim'), for a combined consideration of approximately Eur3.5 million in cash and the cancellation of Sal. Oppenheim's entire share capital in the Company of 11,496,111 shares (representing approximately 27.1% of the allotted shares immediately prior to cancellation).










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