Downing FOUR VCT plc
Half-Yearly Report for the six months ended 30 September 2015
Performance Summary
| 30 Sept 2015 | 31 March 2015 | 30 Sep 2014 | ||
pence | pence | pence | |||
DSO Ordinary Share pool | |||||
Net asset value per DSO Ordinary Share | 58.3 | 53.8 | 93.5 | ||
Net asset value per DSO A Share | 0.1 | 0.1 | 0.1 | ||
Cumulative dividends per DSO Ordinary Share | 80.0 | 80.0 | 40.0 | ||
Adjusted for performance incentive estimate | (7.0) | (7.0) | - | ||
Total return per DSO Ordinary Share and DSO A Share | 131.4 | 126.9 | 133.6 | ||
DSO B Share pool | |||||
Net asset value per DSO B Share | 72.4 | 70.2 | 74.6 | ||
Net asset value per DSO C Share | 0.1 | 0.1 | 0.1 | ||
Cumulative dividends per DSO B Share | 32.5 | 32.5 | 30.0 | ||
Adjusted for performance incentive estimate | (4.0) | (2.8) | - | ||
Total return per DSO B Share and DSO C Share | 101.0 | 100.0 | 104.7 | ||
DSO D Share pool | |||||
Net asset value per DSO D Share | 76.0 | 80.7 | 81.2 | ||
Cumulative dividends per DSO D Share | 15.0 | 15.0 | 12.5 | ||
Total return per DSO D Share | 91.0 | 95.7 | 93.7 | ||
31 Jan | |||||
2015 | |||||
DP67 Share pool | pence | ||||
Net asset value per DP67 Share | 62.9 | 63.6 | |||
Cumulative dividends per DP67 Share | 21.8 | 17.8 | |||
Total return per DP67 Share | 84.7 | 81.4 | |||
30 Nov | |||||
2014 | |||||
DP2011 General Share pool | pence | ||||
Net asset value per DP2011 Gen Ord Share | 78.9 | 75.8 | |||
Net asset value per DP2011 Gen A Share | 6.1 | 6.0 | |||
Cumulative dividends per DP2011 Gen Ord Share | 20.0 | 17.5 | |||
Total return | 105.0 | 99.3 | |||
DP2011 Structured Share pool | |||||
Net asset value per DP2011 Struc Ord Share | 80.8 | 78.2 | |||
Net asset value per DP2011 Struc A Share | 6.3 | 6.2 | |||
Cumulative dividends per DP2011 Struc Share | 20.0 | 17.5 | |||
Total return | 107.1 | 101.9 | |||
DP2011 Low Carbon Share pool | |||||
Net asset value per DP2011 Low Carbon Share | 90.0 | 88.9 | |||
Cumulative dividends per DP2011 Low Carbon Share | 21.4 | 18.7 | |||
Total return per DP2011 Low Carbon Share | 111.4 | 107.6 |
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the merged Company's first Half-Yearly Report since the recent merger and renaming of the Company. I would also like to take this opportunity to welcome new shareholders who have become members as a result of the merger.
The six-month period ended 30 September 2015 has been a busy one for the Company. In addition to the merger, the DSO Ordinary and DSO B Share pools have completed significant realisations as part of their planned exit strategy. There has also been some investment activity in the other share pools, but at lower levels.
Merger
The merger of four VCTs was completed on 20 July 2015. The merger was effected by Downing Structured Opportunities VCT 1 plc acquiring Downing Planned Exit VCT 2011 plc, Downing Planned Exit VCT 6 plc and Downing Planned Exit VCT 7 plc on 21 July 2015. The merged company was renamed as Downing FOUR VCT plc immediately following the transaction.
The merged entity now has net assets of £63 million which reduces the burden of running costs to shareholders. The merger also brings benefits in terms of complying with the VCT regulations and provides some additional flexibility in the process of unwinding the various investment portfolios at the appropriate times.
Board
As part of the merger, two new directors have joined the Company's board. Sir Aubrey Brocklebank and Russell Catley were both previously directors of Downing Planned Exit VCT 2011 plc and have extensive experience in the VCT and relevant sectors. Sir Aubrey has taken on the role of Senior Independent Director. I welcome both to the Board and look forward to working alongside them.
Share pools
The Company now has seven share pools each with a different profile. This report includes sections covering each share pool; I will give a brief overview of each pool.
DSO Ordinary Share Pool
The DSO Ordinary Share pool has nearly completed the task of disposing of its last remaining investments. One group of investments (the Quadrate companies) remains, from which the Company is expected to exit in the coming weeks.
As at 30 September 2015, the Total Return to Shareholder of one DSO Ordinary Share and one DSO A Share is 131.4p compared to the cost net of tax relief for original investors of 70p (after adjusting for a performance incentive estimated to be 7.0p per Ordinary share).
As soon as the final holdings are sold, final dividends will be declared, which should bring the investment to a satisfactory conclusion for investors.
DSO B Share Pool
The DSO B Share pool is now in the process of disposing of its investments in order to return funds to shareholders. The Company is now in a positon to declare the first substantial return of capital and accordingly will pay a special dividend of 40.0p per DSO B Share on 23 December 2015 to Shareholders on the register at 4 December 2015.
As at 30 September the net asset value ("NAV") of a combined holding of one DSO B Share and one DSO C Share stood at 72.5p. Assuming certain targets are met, it is estimated that a performance incentive of 4.0p per DSO B Share will be payable. This results in a total return to shareholders (NAV plus dividends paid to date less performance incentive) of 101.0p compared to the cost, net of tax relief, for original investors of 70.0p.
Plans for further investment realisations are expected to complete shortly and as they do the Board will give consideration to declaring a further dividend. Shareholders should however note that the process of exiting from the full investment portfolio is expected to take some time to complete and it is estimated that it may not be finalised for 12 months or so.
DSO D Share Pool
The DSO D Share NAV stood at 76.0p at 30 June 2015, a decrease of 4.7p per share or 5.8% over the period after adjusting for the dividends of 2.5p per share paid in the period. Total Return now stands at 91.0p per share, compared to the cost for Shareholders who invested in the D Share offer, net of income tax relief, of 70.0p.
Unfortunately, the DSO D Share pool has suffered some setbacks during the period in its nightclub and pub investments. As the D Share pool is still in its initial 5-year period there is some time for this lost ground to be recovered. It is intended that the return of funds to Shareholders will commence in August 2017.
DP67 Share Pool
The DP67 share pool arose from the merger with Downing Planned Exit VCT 6 plc and Downing Planned Exit VCT 7 plc. As at 30 September 2015, the NAV of the DP67 Shares stood at 62.9p per share. This represents an increase of 3.3p (4.0%) (after adjusting for the dividends paid) over the period since 31 January 2015, being the date of the last report to Shareholders.
Total Return for DP67 shareholders now stands at 84.7p per share.
The DP67 Share pool will be commencing the process of realising its investments to return funds to investors in 2018.
DP2011 General Share Pool
As at 30 September 2015, the NAV of a combined holding of one DP2011 General Ordinary Share and one DP2011 General A Share stood at 85.0p per share. This represents an increase of 5.7p or 7.0% (after adjusting for the dividends paid) over the period since 30 November 2014, being the date of the last report to Shareholders.
Total Return for DP2011 General Shareholders now stands at 105.0p compared to the cost for Shareholders who invested in the original offer, net of income tax relief, of 70.0p
The DP2011 General Share pool will commence the process of realising its investments to return funds to investors in 2016.
DP2011 Structured Share Pool
As at 30 September 2015, the NAV of a combined holding of one DP2011 Structured Ordinary Share and one DP2011 Structured A Share stood at 87.1p per share. This represents an increase of 5.2p or 6.2% (after adjusting for the dividends paid) over the period since 30 November 2014, being the date of the last report to Shareholders.
Total Return for DP2011 Structured Shareholders now stands at 107.1p compared to the cost for Shareholders who invested in the original offer, net of income tax relief, of 70.0p.
The DP2011 Structured Share pool will commence the process of realising its investments to return funds to investors in 2016.
DP2011 Low Carbon Share Pool
As part of the merger Low Carbon Shareholders received 0.935 new DP2011 Low Carbon Ordinary Shares in the Company for every Low Carbon Ordinary Shares they previously owned in the original company. This was done to rebase the cost of the original shares to 100p.
As at 30 September 2015, the NAV of the DP2011 Low Carbon Shares was 90.0p per share. This represents an increase of 3.8p or 4.2% (after adjusting for the dividends paid) over the period since 30 November 2014, being the date of the last report to Shareholders.
Total Return for DP2011 Low Carbon Shareholders now stands at 111.4p compared to the equivalent cost for Shareholders who invested in the original offer, net of income tax relief, of 70.0p
As with the other DP2011 share pools, the processing of returning funds to investors will commence in 2016. In respect of the Low Carbon pool, the Manager is optimistic that a transaction can be achieved to sell the entire portfolio to one buyer and deliver a quick exit for investors in mid-2016.
Dividends
Following the merger, it is intended that all share pools continue with the same regular dividend policy as previously.
Interim dividends will be paid as follows:
DSO D Shares | 2.5p |
DP2011 General Ordinary Shares | 2.5p |
DP2011 Structured Ordinary Shares | 2.5p |
DP2011 Low Carbon Ordinary Shares | 2.5p |
DP67 Ordinary Shares | 2.0p |
In addition, as mentioned above, a special dividend will be paid as follows as part of the return of capital programme:
DSO B Shares | 40.0p |
Each of the dividends will be paid on 23 December 2015 to Shareholders on the register at 4 December 2015.
Share buybacks
Now that a number of share pools are in the processing of returning funds to shareholders or will be starting that process shortly, the Board does not intend to buy in any of those such shares. The Company will buy DSO D Shares or DP67 Shares that become available in the market and will usually expect to do so at a price approximately equal to the latest NAV of the shares, subject to regulatory restrictions and other factors such as availability of liquid funds.
There were no shares purchased in the period ended 30 September 2015.
Outlook
Generally, the Board is satisfied with the Company's progress. The majority of share pools have performed broadly in line with expectations or have exceeded it, but there have been some investments that have dragged down performance of two pools in particular.
Over the remainder of the financial year, a significant level of the Manager's resources will be focussed on exiting investments. We expect to see the final disposals from the DSO Ordinary Share completed, along with a number of further disposals from the DSO B Share pool, and also exit plans developed further in respect of each of the DP2011 share pools ahead of the start of the return of capital next year.
The DP67 Share pool is expected to make some new investments with the cash it now has available from earlier realisations. The Manager will continue to closely monitor the existing portfolios of the DSO D Share and DP67 Share pools to ensure that prospects for growth before the final planned exit dates are maximised.
Lord Flight
Chairman
INVESTMENT MANAGER'S REPORT
DSO ORDINARY SHARE POOL
The DSO Ordinary Share pool is now close to completing the realisation process.
Portfolio activity
A number of investments were exited during the period under review, generating total proceeds of £2.2 million: -
The sale and refinancing of Redmed Limited resulted in net proceeds of £626,000 at a total gain against cost of £259,000.
The 3D Pub Co Limited was exited in full, generating proceeds of £562,000, at a loss of £65,000 against cost but a small profit of £13,000 against holding value.
Slopingtactic Limited was sold for £130,000, at a gain against cost of £28,000.
Proceeds of £130,000 were received on the exit of Chapel Street Services Limited, Chapel Street Food and Beverage Limited and Chapel Street Hotel Limited.
A partial redemption of Future Biogas (SF) Limited loan notes generated funds of £394,000, with further proceeds to follow after the period end as set out below.
Further realisations
Since the period end, the remainder of the holding in Redmed Limited, Future Biogas (SF) Limited, Mosaic Spa and Health Clubs Limited and Fenkle Street LLP were sold for total proceeds of £845,000.
Domestic Solar Limited and Ecossol Limited were sold on 4 November for total proceeds of £1.8 million.
At today's date, the share pool just holds the two Quadrate investments. Plans are well developed for the disposal of these investments and are expected to complete in the next few weeks.
Portfolio valuation
The investments still held at 30 September 2015 were valued to reflect the post period end realisations, which resulted in a net increase in value of £126,000.
This included an uplift of £262,000 on Domestic Solar and Ecossol Limited, which was offset in part by a write down of £101,000 on Mosaic Spa and Health and £49,000 on Future Biogas.
Net asset value
At 30 September 2015, the DSO Ordinary Share NAV stood at 58.3p and the DSO A Share NAV at 0.1p, giving a combined NAV of 51.4p (after adjusting for a performance incentive estimated to be 7.0p per Ordinary Share).
Results and dividend
The profit on ordinary activities after taxation for the period was £454,000, comprising a revenue profit of £256,000 and a capital profit of £198,000.
Outlook
We are optimistic that the final investments will be sold in the coming weeks and the Company will then be in a positon to declare final dividends.
Subject to these final realisations, we are pleased to have been able to deliver a very strong overall performance for DSO Ordinary Share investors and also that the task of returning funds will have been be completed in a timely manner.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
DSO ORDINARY SHARE POOL
as at 30 September 2015
| Cost | Valuation | Unrealised gain/(loss) in period | % of portfolio by value |
£000 | £000 | £000 | ||
Qualifying investments | ||||
Domestic Solar Limited | 1,000 | 1,351 | 231 | 23.2% |
Quadrate Spa Limited* | 635 | 636 | - | 10.9% |
Quadrate Catering Limited | 577 | 629 | - | 10.8% |
Redmed Limited* | 483 | 450 | 15 | 7.8% |
Ecossol Limited | 500 | 456 | 31 | 7.8% |
Future Biogas (SF) Limited | 615 | 245 | (49) | 4.2% |
Mosaic Spa & Health Clubs Limited* | 250 | 91 | (101) | 1.6% |
Camandale Limited* | 219 | - | (1) | 0.0% |
4,279 | 3,858 | 126 | 66.3% | |
Non-qualifying investments | ||||
Fenkle Street LLP | 58 | 58 | - | 1.0% |
Kilmarnock Monkey Bar Limited | 22 | 13 | - | 0.2% |
80 | 71 | - | 1.2% | |
Total | 4,359 | 3,929 | 126 | 67.5% |
Cash at bank and in hand | 1,889 | 32.5% | ||
Total investments | 5,818 | 100.0% |
* partially non-qualifying
SUMMARY OF INVESTMENT MOVEMENTS
DSO ORDINARY SHARE POOL
for the period ended 30 September 2015
Additions
£000 | |
Qualifying investments | |
Redmed Limited | 383 |
383 |
Disposals | Cost | Valuation at 31/03/2015 | Disposal proceeds | Total gain/ (loss) against cost | Realised gain/(loss) in period |
£000 | £000 | £000 | £000 | £000 | |
Full disposals | |||||
Chapel Street Food and Beverage Limited | 75 | 39 | 67 | (8) | 28 |
Chapel Street Services Limited | 75 | 39 | 63 | (12) | 24 |
Redmed Limited | 750 | 992 | 1,009 | 259 | 17 |
The 3D Pub Co Limited | 627 | 549 | 562 | (65) | 13 |
Slopingtactic Limited | 102 | 117 | 129 | 27 | 12 |
Chapel Street Hotel Limited | 3 | 2 | - | (3) | (2) |
Partial disposals | |||||
Future Biogas (SF) Limited | 394 | 394 | 394 | - | - |
Camandale Limited | 55 | 16 | 16 | (39) | - |
Total | 2,081 | 2,148 | 2,239 | 159 | 92 |
INVESTMENT MANAGER'S REPORT
DSO B SHARE POOL
The DSO B Share pool is making good progress with the process of realising the portfolio and has recently announced a dividend of 40.0p to be paid on 23 December 2015, bringing total dividends paid to date to 72.5p per DSO B Share.
Portfolio activity
A number of investments were exited during the period under review, with total proceeds of £5.6 million: -
The successful exit from Alpha Schools Holdings Limited resulted in proceeds of £1.0 million and a total gain against original cost of £294,000.
Liverpool Nurseries (Holdings) Limited exited with total proceeds of £794,000, which represented a profit against holding value of £7,000, but a loss of £76,000 against original cost.
Slopingtactic Limited was sold for £352,000, at a gain against cost of £75,000.
Proceeds of £40,000 were received on the exit of Camandale Limited.
UK Solar (Hartwell) LLP and West Tower Property Limited loan notes were redeemed in full, with total proceeds of £2.9 million.
A partial redemption of Future Biogas (Reepham Road) Limited loan notes generated funds of £515,000, with further proceeds to follow after the period end.
Further realisations
In early November Domestic Solar Limited, Ecossol Limited, and Antelope Limited were sold for total proceeds of £2.5 million.
On 30 October the DSO B Share pool acquired some of the remaining portfolio from the DSO Ordinary Share pool for a total cost of £864,000. These assets should generate a small profit on disposal, as they were purchased at a discount in exchange for assisting with the short term liquidity of the older share pool which is looking to make its final distribution shortly.
Portfolio valuation
The portfolio was valued to reflect the post period end realisations and ongoing deals with a total net uplift of £91,000.
The sale of the solar arrays, Domestic Solar and Ecossol Limited achieved a further uplift on value since the year end of £216,000.
Antelope Limited also sold at a gain on the year end value totalling £23,000.
Kidspace Adventure Holdings continues to be profitable and an uplift of £11,000 was recognised at 30 September.
The remainder of the Future Biogas (Reepham Road) Limited holdings should shortly be sold and the value was written down by £129,000 to reflect the anticipated proceeds.
Mosaic Spa & Health Clubs Limited and Camandale Limited were also adjusted by a total reduction of £30,000.
Net asset value
At 30 September 2015, the DSO B Share NAV stood at 72.4p and the DSO C Share NAV at 0.1p, giving a combined NAV of 72.5p.
Based on the performance to date, it is expected that performance hurdles will be met and a performance incentive will be paid to members of the management team. It is estimated that this fee might be equivalent to 4.0p per DSO B Share.
After adjusting for that, Total Return (NAV plus dividends paid to date) now stands at 101.0p for a combined holding of one DSO B Share and one DSO C Share. Shareholders should note that although the DSO C Shares currently have a nominal value, meeting the performance hurdles will trigger a transfer of value from the DSO B Shares to the DSO C Shares.
This represents a net increase of 2.2p over the period, equivalent to an increase of 3.1%
Results
The profit on ordinary activities after taxation for the period was £468,000, comprising a revenue profit of £238,000 and a capital profit of £230,000.
Special dividend
Following the recent investment realisations, the DSO B Share pool is now in a position to declare a special dividend of 40.0p per DSO B Share, being the firstl return of capital payment.
Outlook
The coming months will continue to be busy in terms of investment disposals and we expect another distribution to Shareholders to be made early next year. The full disposal process may take some time to complete, possibly up to 12 months or so from today's date.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
DSO B SHARE POOL
as at 30 September 2015
| Cost | Valuation | Unrealised gain/(loss) in period | % of portfolio by value |
£000 | £000 | £000 | ||
Qualifying investments | ||||
Domestic Solar Limited | 800 | 1,081 | 185 | 7.4% |
Quadrate Spa Limited* | 954 | 954 | - | 6.5% |
Quadrate Catering Limited | 850 | 926 | - | 6.3% |
Antelope Pub Limited | 750 | 908 | 23 | 6.2% |
Kidspace Adventures Holdings Limited | 750 | 907 | 11 | 6.2% |
Green Electricity Generation Limited | 500 | 605 | - | 4.1% |
Westcountry Solar Solutions Limited | 500 | 500 | - | 3.4% |
Ecossol Limited | 500 | 456 | 31 | 3.1% |
Avon Solar Energy Limited | 420 | 420 | - | 2.9% |
Mosaic Spa & Health Clubs Limited* | 600 | 416 | (27) | 2.8% |
Future Biogas (Reepham Road) Limited | 1,147 | 386 | (129) | 2.6% |
Progressive Energies Limited | 340 | 381 | - | 2.6% |
Camandale Limited* | 592 | - | (3) | 0.0% |
8,703 | 7,940 | 91 | 54.1% | |
Non-qualifying investments | ||||
Commercial Street Hotel Limited | 185 | 185 | - | 1.3% |
Fenkle Street LLP | 154 | 154 | - | 1.1% |
Kilmarnock Monkey Bar Limited | 60 | 36 | - | 0.2% |
399 | 375 | - | 2.6% | |
Total | 9,102 | 8,315 | 91 | 56.7% |
Cash at bank and in hand | 6,286 | 43.3% | ||
Total investments | 14,601 | 100.0% |
* partially non-qualifying
SUMMARY OF INVESTMENT MOVEMENTS
DSO B SHARE POOL
for the period ended 30 September 2015
Disposals | Cost | Valuation at 31/03/2015 | Disposal proceeds | Total gain/(loss) against cost | Realised gain/(loss) in period |
£000 | £000 | £000 | £000 | £000 | |
Full disposals | |||||
Slopingtactic Limited | 277 | 320 | 352 | 75 | 32 |
Alpha Schools Holdings Limited | 733 | 876 | 1,027 | 294 | 151 |
West Tower Property Limited | 500 | 500 | 500 | - | - |
Liverpool Nurseries (Holdings) Limited | 870 | 787 | 794 | (76) | 7 |
UK Solar (Hartwell) LLP | 2,400 | 2,400 | 2,400 | - | - |
Partial disposals | |||||
Future Biogas (Reepham Road) Limited | 515 | 515 | 515 | - | - |
Camandale Limited | 151 | 41 | 40 | (111) | (1) |
Total | 5,446 | 5,439 | 5,628 | 182 | 189 |
INVESTMENT MANAGER'S REPORT
DSO D SHARE POOL
At 30 September 2015, the D Share pool was fully invested and held 15 Venture Capital investments with a value of £4.7 million and three Structured Product investments with a value of £1.1 million.
Portfolio activity
Unquoted portfolio
£112,000 of non-qualifying loan was replaced with a qualifying investment in Pearce and Saunders Limited, the freehold pub company that operates three sites in south east London. A further £20,000 was also invested in a new company that will be used to take advantage of a related development opportunity.
Portfolio valuation
There were reductions in valuation totalling £155,000 on Fubar Stirling and City Falkirk, both of which own and operate nightclubs in Scotland, and which both continue to underperform.
Pearce & Saunders Limited owns three south London pubs; Jam Circus in Brockley, Eltham GPO in Eltham, and the Wallington Arms in Wallington. All three sites have underperformed, leading to a further decrease in valuation of £24,000.
Structured Product portfolio
The Structured Product portfolio was valued at £1.1 million as at 30 September 2015. During the period sales and redemptions realised £409,000.
The downturn in the markets generally during the period resulted in a small unrealised loss totalling £4,000 for the period.
Net asset value
At 30 September 2015, the NAV per DSO D Share stood at 76.0p per share; a decrease of 4.7p per share (5.8%) since 31 March 2015 (after taking into account the 2.5p dividend paid during the period). The NAV plus cumulative dividends paid to date for one DSO D Share now totals 91.0p.
Results and dividend
The loss on ordinary activities after taxation for the period was £114,000, comprising a revenue profit of £71,000 and a capital loss of £185,000.
A 2.5p dividend per DSO D Share will be paid on 23 December 2015 to Shareholders on the register at 4 December 2015.
Outlook
The DSO D share pool is now effectively fully invested. Although there have been some minor setbacks to date, we are generally satisfied with the venture capital portfolio and believe there are reasonable prospects for growth in the period before the pool starts to exit its investments in 2017.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
DSO D SHARE POOL
as at 30 September 2015
| Cost | Valuation | Unrealised Gain/(loss) in period | % of portfolio by value |
£000 | £000 | £000 | ||
Qualifying investments | ||||
Vulcan Renewables Limited | 653 | 779 | - | 13.0% |
Tor Solar PV Limited | 640 | 648 | 8 | 10.8% |
Goonhilly Earth Station Limited | 570 | 570 | - | 9.5% |
Lambridge Solar Limited | 500 | 500 | - | 8.4% |
Merlin Renewables Limited | 500 | 500 | - | 8.4% |
Nightjar Sustainable Power Limited | 485 | 485 | - | 8.1% |
Grasshopper 2007 Limited | 294 | 294 | - | 4.9% |
City Falkirk Limited | 562 | 236 | (39) | 3.9% |
Fubar Stirling Limited | 358 | 225 | (116) | 3.8% |
Fresh Green Power Limited | 200 | 200 | - | 3.3% |
Pearce and Saunders Limited* | 300 | 192 | (24) | 3.2% |
Green Energy Production UK Limited | 100 | 100 | - | 1.7% |
Cheers Dumbarton Limited | 64 | 22 | - | 0.4% |
Pearce and Saunders DevCo Limited | 20 | 20 | - | 0.3% |
Lochrise Limited | 17 | - | - | 0.0% |
5,263 | 4,771 | (171) | 79.7% | |
Structured Product investments | ||||
HSBC 5.4% Dual Index Synthetic Zero | 501 | 555 | (2) | 9.3% |
HSBC 7.1% Defensive Worst-Of-Auto-Call | 251 | 273 | (3) | 4.6% |
Credit Suisse 7% Defensive Worst Of Auto-Call | 251 | 275 | 1 | 4.6% |
1,003 | 1,103 | (4) | 18.4% | |
Total | 6,266 | 5,874 | (175) | 98.1% |
Cash at bank and in hand | 114 | 1.9% | ||
Total investments | 5,988 | 100.0% |
* partially non-qualifying
SUMMARY OF INVESTMENT MOVEMENTS
DSO D SHARE POOL
for the period ended 30 September 2015
Additions
£000 | |
Qualifying investments | |
Pearce and Saunders Limited | 132 |
Pearce and Saunders DevCo Limited | 20 |
152 |
Disposals | Cost | Valuation at 31/03/2015 | Disposal proceeds | Total gain against cost | Realised gain in period |
£000 | £000 | £000 | £000 | £000 | |
Partial disposal | |||||
Pearce and Saunders Limited | 112 | 112 | 112 | - | - |
Full disposal | |||||
Structured Products | |||||
Goldman Sachs 8.5% Defensive Worst-Of-Auto-Call | 351 | 398 | 409 | 59 | 12 |
463 | 510 | 521 | 59 | 12 |
INVESTMENT MANAGER'S REPORT
DP67 SHARE POOL
The DP67 Share pool has been formed from the merger with Downing Planned Exit VCT 6 plc and Downing Planned Exit VCT 7plc. These companies were sister companies which held identical investment portfolios.
Portfolio activity
Unquoted portfolio
The DP67 Share pool now holds nine investments with the amounts in Cadbury House Holdings representing a large proportion of the net assets.
Cadbury House Holdings owns and operates conferencing and leisure facilities at the DoubleTree by Hilton Bristol South site. The business continues to trade well and has an uplift of £204,000 since the merger date or £71,000 since 31 January 2015 (the last reporting date).
Gatewales Limited holds rights to profit shares from development projects. The various projects are performing in line with plan and the profit shares are now being paid out. A partial disposal generated profits of £277,000 against cost during the period. A further uplift of £279,000 against the remaining holding reflects the anticipated returns still due over the following months.
As reported previously, Vermont Developments and the Hoole Hall companies were disposed of during the period before the merger.
A VCT qualifying investment of £820,000 was made in Oak Grove Renewables Limited and two short term non qualifying loans were made to UK Solar (Hartwell) LLP and UK Solar (Lower Newton) LLP, both at attractive yields. UK Solar (Hartwell) LLP was redeemed in full at par during the period, and UK Solar (Lower Newton) is due to be redeemed before the end of the year.
Portfolio valuation
At the period end the investment valuations were reviewed and several adjustments made. Both Cadbury House and Gatewales justified uplifts of £204,000 and £279,000 respectively, however recent trading at the Thames Club health and fitness centre in Staines has been very disappointing following as a result of increased local competition and a provision of £440,000 has been made. Net gains on the portfolio for the period were £43,000.
Net asset value
At 30 September 2015, the NAV per DP67 Share stood at 62.9p per share; an increase of 3.3p per share (4.0%) since the last reported NAV prior to the merger at 31 January 2015 (after taking into account the 4.0p dividend paid during the period). The NAV plus cumulative dividends paid to date for one DP67 Share now totals 84.7p.
Results
The profit on ordinary activities after taxation for the period was £312,000, comprising a revenue profit of £3,000 and a capital profit of £309,000.
Outlook
We are generally pleased with the state of the DP67 portfolio, although the recent setback at The Thames Club is a disappointment. Over the remainder of the year, we expect to see further uninvested cash employed in new venture capital investments and will be continuing to monitor all investments closely to ensure that prospects for growth are maximised.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
DP67 SHARE POOL
as at 30 September 2015
| Original cost | Cost | Valuation | Unrealised Gain/(loss) in period | % of portfolio by value |
£000 | £000 | £000 | £000 | ||
Qualifying investments | |||||
Cadbury House Holdings Limited | 1,206 | 1,409 | 1,613 | 204 | 22.5% |
Oak Grove Renewables Limited | 820 | 820 | 820 | - | 11.4% |
Gatewales Limited | 807 | 230 | 509 | 279 | 7.1% |
The Thames Club Limited* | 2,250 | 490 | 50 | (440) | 0.7% |
Coast Constructors Limited | 1,866 | - | - | - | 0.0% |
6,949 | 2,949 | 2,992 | 43 | 41.7% | |
Non qualifying investments | |||||
UK Solar (Lower Newton) LLP | 600 | 600 | 600 | - | 8.4% |
Snow Hill Developments LLP | 500 | 500 | 500 | - | 7.0% |
Fenkle Street LLP | 77 | 77 | 77 | - | 1.1% |
Aminghurst Limited | 415 | - | - | - | 0.0% |
1,592 | 1,177 | 1,177 | - | 16.5% | |
Total | 8,541 | 4,126 | 4,169 | 43 | 58.2% |
Cash at bank and in hand | 3,000 | 41.8% | |||
Total investments | 7,169 | 100.0% |
* partially non-qualifying
"Original cost" refers to the cost of the investment by the original VCT
"Cost" reflects the values at which investments were transferred at the merger in July 2015
SUMMARY OF INVESTMENT MOVEMENTS
DP67 SHARE POOL
for the period ended 30 September 2015
Additions
The entire DP67 portfolio was acquired during the merger in July 2015.
Disposals | Cost | Valuation at 20/07/2015* | Disposal proceeds | Total gain against cost | Realised gain in period |
£000 | £000 | £000 | £000 | £000 | |
Partial disposal | |||||
Qualifying investments | |||||
Gatewales Limited | 62 | 62 | 340 | 277 | 277 |
Full disposal | |||||
Non qualifying investments | |||||
UK Solar (Hartwell) LLP | 400 | 400 | 400 | - | - |
462 | 462 | 740 | 277 | 277 |
*Being the date of the merger
INVESTMENT MANAGER'S REPORT
DP2011 GENERAL SHARE POOL
At 30 September 2015 the DP2011 General Share pool was fully invested with a portfolio value of £13.1 million, comprising 16 fully or partly qualifying investments and a further eight non qualifying investments.
As the five-year anniversary approaches in 2016, we will look to seek appropriate exit strategies to maximise returns to Shareholders.
Portfolio activity
The DP2011 General Share pool has now met the target of having at least 70% of its fund in qualifying investments.
From the last report at 30 November 2014 to 30 September 2015, follow on qualifying investments totalling £511,000 were made in Odysian (Holdings) Limited and Vulcan Renewables Limited.
Follow on non-qualifying investments were made in Antelope Pub Limited and Kidspace Adventures Limited totalling £365,000. Hoole Hall Holdings Limited was sold, generating proceeds of £1.2 million.
During the post-merger period to 30 September 2015, the only realisation was £38,000 of loan notes at par in Dominions House Limited.
The majority of the DP2011 General Share pool investments have performed in line with expectations over the period and continue to be valued at original cost. There have been a number of significant adjustments to valuations, resulting in an unrealised value increase of £14,000. Details are below:
The solar arrays continued to perform well; Residential PV Limited, South Western Solar Limited and Angel Solar Limited were sold after the period end at a profit on original cost of £382,000. A total uplift in value of £266,000 reflects the final proceeds received in November.
The increases in valuations were offset by a number of write downs. In particular, the investments in nightclubs both in Scotland and Chester continue to underperform, and a total reduction in value of £202,000 is reflected for holdings in City Falkirk Limited, Fubar Stirling Limited and Odysian (Holdings) Limited.
Mosaic Spa and Health Clubs Limited owns and manages two health clubs: The Shrewsbury Club, in Shrewsbury; and Holmer Park in Hereford. Both clubs have underperformed against expectations throughout the period and the value has been reduced by £62,000.
An uplift in value of Vulcan Renewables Limited of £274,000 was reflected prior to the merger and therefore the movement does not show in this report.
Net asset value
At 30 September 2015, the DP2011 General Share NAV stood at 78.9p per share and the DP2011 General A Share NAV at 6.1p, giving a total NAV of 85.0p.
Total Return (NAV plus dividends paid to date) now stands at 105.0p, an increase of 5.7p (5.8%) since the last reported NAV prior to the merger at 31 November 2014.
Results and dividends
The profit on ordinary activities after taxation for the period was £118,000, comprising a revenue profit of £131,000 and a capital loss of £13,000.
The Company will pay an interim dividend of 2.5p per DP2011 General Ordinary Share on 23 December 2015 to Shareholders on the register at 4 December 2015.
Outlook
The DP2011 General Share portfolio is fully invested and our focus is now on close monitoring of all portfolio companies as we work towards the planned exit, which is due to commence next year.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
DP2011 GENERAL SHARE POOL
as at 30 September 2015
| Original Cost | Cost | Valuation | Unrealised Gain/(loss) in period | % of portfolio by value | |
£000 | £000 | £000 | £000 | |||
Qualifying investments | ||||||
Vulcan Renewables Limited | 1,845 | 2,199 | 2,199 | - | 16.8% | |
Kidspace Adventures Holdings Limited | 1,116 | 1,351 | 1,351 | - | 10.3% | |
Tooting Tram and Social Limited | 1,067 | 1,187 | 1,199 | 12 | 9.1% | |
Mosaic Spa and Health Clubs Limited* | 1,500 | 1,147 | 1,085 | (62) | 8.3% | |
Odysian (Holdings) Limited | 857 | 873 | 858 | (15) | 6.5% | |
Residential PV Trading Limited | 600 | 762 | 805 | 43 | 6.1% | |
South-Western Farms Solar Limited | 600 | 554 | 727 | 173 | 5.5% | |
Westcountry Solar Solutions Limited | 600 | 600 | 600 | - | 4.6% | |
Wickham Solar Limited | 473 | 550 | 550 | - | 4.2% | |
Avon Solar Energy Limited | 505 | 505 | 505 | - | 3.8% | |
Oak Grove Renewable Limited | 400 | 400 | 400 | - | 3.0% | |
Angel Solar Limited | 300 | 300 | 350 | 50 | 2.7% | |
City Falkirk Limited | 674 | 330 | 283 | (47) | 2.2% | |
Fubar Stirling Limited | 429 | 410 | 270 | (140) | 2.1% | |
Cheers Dumbarton Limited | 76 | 27 | 27 | - | 0.2% | |
Lochrise Limited | 20 | - | - | - | 0.0% | |
11,062 | 11,195 | 11,209 | 14 | 85.4% | ||
Non Qualifying investments | ||||||
Snow Hill Developments LLP | 750 | 750 | 750 | - | 5.7% | |
Kidspace Adventures Limited | 539 | 539 | 539 | - | 4.1% | |
Antelope Pub Limited | 300 | 300 | 300 | - | 2.3% | |
London City Shopping Centre Limited | 50 | 88 | 88 | - | 0.7% | |
Clean Electricity Limited | 70 | 70 | 70 | - | 0.5% | |
Dominions House Limited | 60 | 60 | 60 | - | 0.5% | |
UK Renewable Power Limited | 55 | 55 | 55 | - | 0.4% | |
21st Century Energy Limited | 22 | 22 | 22 | - | 0.2% | |
1,846 | 1,884 | 1,884 | - | 14.4% | ||
Total | 12,908 | 13,079 | 13,093 | 14 | 99.8% | |
Cash at bank and in hand | 30 | 0.2% | ||||
Total investments | 13,123 | 100.0% |
* partially non-qualifying
"Original cost" refers to the cost of the investment by the original VCT
"Cost" reflects the values at which investments were transferred at the merger in July 2015
SUMMARY OF INVESTMENT MOVEMENTS
DP2011 GENERAL SHARE POOL
for the period ended 30 September 2015
Additions
The entire DP2011 General portfolio was acquired during the merger in July 2015.
Disposals | Cost | Valuation at 20/07/2015* | Disposal proceeds | Total gain against cost | Realised gain in period |
£000 | £000 | £000 | £000 | £000 | |
Partial Disposal | |||||
Non qualifying investments | |||||
Dominions House Limited | 38 | 38 | 38 | - | - |
38 | 38 | 38 | - | - |
*Being the date of the merger
INVESTMENT MANAGER'S REPORT
DP2011 STRUCTURED SHARE POOL
At 30 September 2015 the DP2011 Structured Share pool was fully invested with a portfolio value of £8.9 million, comprising 16 fully or partly qualifying investments and a further four non qualifying Structured Product investments.
As the five-year anniversary approaches, we will look to seek appropriate exit strategies to maximise returns to Shareholders.
Portfolio activity
Unquoted investments
The DP2011 Structured Share pool has now met the target of having at least 70% of its fund in qualifying investments and as a result there was limited movement in the portfolio during the period.
From the last report at 30 November 2014 to 30 September 2015, follow on qualifying investments totalling £330,000 were in Odysian (Holdings) Limited and Vulcan Renewables Limited.
Non qualifying investments in Antelope Pub Limited and Kidspace Adventures Limited were sold at cost (totalling £365,000) to the DP2011 Structured Share pool.
The majority of the DP2011 Structured Share pool investments have performed in line with expectations over the period and continue to be valued at original cost. There have been a number of significant adjustments to valuations, resulting in an unrealised value increase of £8,000. Details are below:
The solar arrays continued to perform well; Residential PV Limited, South Western Solar Limited and Angel Solar Limited were sold after the period end at a profit on original cost of £254,000. A total uplift in value of £176,000 reflects the final proceeds received in November.
The increases in valuations were offset by a number of write downs. In particular the investments in nightclubs both in Scotland and Chester continue to underperform, and a total reduction in value of £135,000 is reflected for holdings in City Falkirk Limited, Fubar Stirling Limited and Odysian (Holdings) Limited.
Mosaic Spa and Health Clubs Limited owns and manages two health clubs: The Shrewsbury Club, in Shrewsbury; and Holmer Park in Hereford. Both clubs have underperformed against expectations throughout the period and the value has been reduced by £41,000.
Structured Product portfolio
Shareholders will recall that the strategy of the Structured Share pool has been to invest funds not utilised for VCT qualifying investments in a portfolio of defensive Structured Products.
The portfolio has performed poorly in the reporting period since the merger date, producing unrealised losses of £40,000 as a result of the downturn in the markets in August. However, the structured portfolio is valued at well above original cost. There was a redemption during the period generating a realised gain against original cost of £41,000.
Further Structured Products are likely to mature next year, when the pool will begin returning funds to shareholders.
Net asset value
At 30 September 2015, the DP2011 Structured Share NAV stood at 80.8p per share and the DP2011 Structured A Share NAV at 6.3p, giving a total NAV of 87.1p.
Total Return (NAV plus dividends paid to date) now stands at 107.1p, an increase of 5.2p (5.1%) since the last reported NAV prior to the merger at 31 November 2014.
Results and dividend
The profit on ordinary activities after taxation for the period was £26,000, comprising a revenue profit of £72,000 and a capital loss of £46,000.
The Company will pay an interim dividend of 2.5p per DP2011 Structured Ordinary Share on 23 December 2015 to Shareholders on the register at 4 December 2015.
Outlook
The DP2011 Structured Share portfolio is fully invested and our focus is now on close monitoring of all portfolio companies as we work towards the planned exit, which is due to commence next year.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
DP2011 STRUCTURED SHARE POOL
as at 30 September 2015
| Original cost | Cost | Valuation | Unrealised (loss)/gain in period | % of portfolio by value |
£000 | £000 | £000 | £000 | ||
Qualifying investments | |||||
Vulcan Renewables Limited | 1,091 | 1,305 | 1,305 | - | 14.6% |
Kidspace Adventure Holdings Limited | 744 | 901 | 901 | - | 10.1% |
Mosaic Spa and Health Clubs Limited* | 920 | 685 | 644 | (41) | 7.2% |
Tooting Tram and Social Limited | 533 | 613 | 621 | 8 | 6.9% |
Odysian (Holdings) Limited | 571 | 582 | 571 | (11) | 6.4% |
Wickham Solar Limited | 473 | 550 | 550 | - | 6.2% |
Oak Grove Renewables Limited | 545 | 545 | 545 | - | 6.1% |
Residential PV Trading Limited | 400 | 508 | 537 | 29 | 6.0% |
South-Western Solar Farms Limited | 400 | 370 | 484 | 114 | 5.4% |
Westcountry Solar Solutions Limited | 400 | 400 | 400 | - | 4.5% |
Avon Solar Energy Limited | 336 | 336 | 336 | - | 3.8% |
Angel Solar Limited | 200 | 200 | 233 | 33 | 2.6% |
City Falkirk Limited | 450 | 220 | 189 | (31) | 2.1% |
Fubar Stirling Limited | 286 | 273 | 180 | (93) | 2.0% |
Cheers Dumbarton Limited | 51 | 18 | 18 | - | 0.2% |
Lochrise Limited | 13 | - | - | - | 0.0% |
7,413 | 7,506 | 7,514 | 8 | 84.1% | |
Structured Product investments | |||||
HSBC 7.1% Defensive Worst-Of-Auto-Call | 401 | 447 | 436 | (11) | 4.9% |
RBS 6 Yr Dual Index Synthetic Zero 10.16% | 251 | 373 | 363 | (10) | 4.1% |
Credit Suisse 10% Defensive Worst Of Auto Call | 267 | 290 | 276 | (14) | 3.1% |
Credit Suisse 7% Defensive Worst Of Auto Call | 251 | 280 | 275 | (5) | 3.1% |
1,170 | 1,390 | 1,350 | (40) | 15.1% | |
Total | 8,583 | 8,896 | 8,864 | (32) | 99.2% |
Cash at bank and in hand | 73 | 0.8% | |||
Total investments | 8,937 | 100.0% |
* partially non-qualifying
"Original cost" refers to the cost of the investment by the original VCT
"Cost" reflects the values at which investments were transferred at the merger in July 2015
SUMMARY OF INVESTMENT MOVEMENTS
DP2011 STRUCTURED SHARE POOL
for the period ended 30 September 2015
Additions
The entire DP2011 Structured portfolio was acquired during the merger in July 2015
Disposals | Cost | Valuation at 20/07/2015* | Disposal proceeds | Total gain against cost | Realised gain in period |
£000 | £000 | £000 | £000 | £000 | |
Structured Products | |||||
Goldman Sachs 8.5% Defensive Worst-Of-Auto-Call | 287 | 287 | 292 | 5 | 5 |
287 | 287 | 292 | 5 | 5 |
* Being date of merger
INVESTMENT MANAGER'S REPORT
DP2011 LOW CARBON SHARE POOL
The task of building the DP2011 Low Carbon investment portfolio was completed at an early stage, ahead of deadlines for changes in the Feed-in Tariffs ("FiTs") and other regulations. As a result, there has been no investment activity in the period.
Investment activity
At 30 September 2015, the share pool had a portfolio of seven investments with a total value of £6.9 million. All of the investments in which the pool has invested own solar PV panels sited on a mix of commercial and residential rooftops, all of which receive FiTs.
There were no new or further investments in the period nor any realisations.
The majority of the investments are now valued slightly above cost and are consistently generating electricity at the planned levels. Those where the track record is not yet sufficiently established have been held at original cost and one investment, Clean Electricity Limited, was previously written down following issues with a number of cracked PV panels.
In the case of PV Generation Limited, yield has continued to justify increasing the carrying value by a further £60,000.
Net asset value
At 30 September 2015, the NAV per DP2011 Low Carbon Ordinary Share stood at 90.0p. This is an increase of 3.8p per share (3.5%) since the last reported NAV prior to the merger at 31 November 2014.
As part of the merger, Shareholders received 0.935 DP2011 Low Carbon Ordinary Shares in the Company for every Low Carbon Ordinary Share they previously owned in Downing Planned Exit 2011. This was done to rebase the cost of the original shares to 100p.
Results and dividend
The share pools profit on ordinary activities after taxation for the period was £110,000, comprising a revenue profit of £63,000 and a capital profit of £47,000.
The Company will pay an interim dividend of 2.5p per DP2011 Low Carbon Ordinary Share on 23 December 2015 to Shareholders on the register at 4 December 2015.
Outlook
The share pool remains fully invested in a portfolio of investments which have index-linked returns and solid yields. We are satisfied with the progress made by the portfolio companies to date and are optimistic that a transaction can be agreed which will result in an exit from all investments at full value soon after the expiry of the five-year holding period for all Low Carbon Shareholders which arises in April 2016.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
DP2011 LOW CARBON SHARE POOL
as at 30 September 2015
| Original Cost | Cost | Valuation | Unrealised gain in period | % of portfolio by value |
£000 | £000 | £000 | £000 | ||
Qualifying investments | |||||
21st Century Energy Limited | 600 | 708 | 708 | - | 10.2% |
Clean Electricity Limited | 780 | 710 | 710 | - | 10.2% |
Green Electricity Generation Limited | 1,000 | 1,210 | 1,210 | - | 17.4% |
Progressive Energies Limited* | 1,400 | 1,520 | 1,520 | - | 21.9% |
Progressive Power Generation Limited | 800 | 800 | 800 | - | 11.5% |
PV Generation Limited | 1,000 | 1,150 | 1,210 | 60 | 17.4% |
UK Renewable Power Limited | 780 | 780 | 780 | - | 11.2% |
6,360 | 6,878 | 6,938 | 60 | 99.8% | |
Total | 6,360 | 6,878 | 6,938 | 60 | 99.8% |
Cash at bank and in hand | 12 | 0.2% | |||
Total investments | 6,950 | 100.0% |
* partially non-qualifying
"Original cost" refers to the cost of the investment by the original VCT
"Cost" reflects the values at which investments were transferred at the merger in July 2015
The entire DP2011 Low Carbon portfolio was acquired during the merger in July 2015.
There were no disposals during the period.
UNAUDITED INCOME STATEMENT
for the six months ended 30 September 2015
| Six months ended 30 Sep 2015 | Six months ended 30 Sep 2014 | Year ended 31 Mar 2015 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | Total | |||
Company Total | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Income | 1,406 | - | 1,406 | 1,167 | - | 1,167 | 2,680 | ||
Gains on investments | |||||||||
- realised | - | 575 | 575 | - | 13 | 13 | 38 | ||
- unrealised | - | 127 | 127 | - | 482 | 482 | (919) | ||
1,406 | 702 | 2,108 | 1,167 | 495 | 1,662 | 1,799 | |||
Investment management fees | (160) | (162) | (322) | (123) | (121) | (244) | (480) | ||
Other expenses | (283) | - | (283) | (349) | (1) | (350) | (346) | ||
Return on ordinary activities before taxation | 963 | 540 | 1,503 | 695 | 373 | 1,068 | 973 | ||
Taxation | (129) | - | (129) | (168) | - | (168) | (256) | ||
Return attributable to equity shareholders | 834 | 540 | 1,374 | 527 | 373 | 900 | 717 | ||
Return per DSO Ordinary Share | 2.5p | 1.9p | 4.4p | 1.8p | 2.0p | 3.8p | 4.2p | ||
Return per DSO A Share | - | - | - | - | - | - | - | ||
Return per DSO B Share | 1.2p | 1.1p | 2.3p | 1.6p | 0.7p | 2.3p | 0.4p | ||
Return per DSO C Share | - | - | - | - | - | - | - | ||
Return per DSO D Share | 0.9p | (2.4)p | (1.5)p | 0.4p | 0.3p | 0.7p | 2.6p | ||
Return per DP67 Share | - | 2.8p | 2.8p | ||||||
Return per DP2011 Gen Ordinary Share | 0.8p | (0.1)p | 0.7p | ||||||
Return per DP2011 Gen A Share | - | - | - | ||||||
Return per DP2011 Struc Ordinary Share | 0.7p | (0.4)p | 0.3p | ||||||
Return per DP2011 Struc A Share | - | - | - | ||||||
Return per DP2011 Low Carbon Share | 0.8p | 0.6p | 1.4p |
A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement as noted above.
| Six months ended 30 Sep 2015 | Six months ended 30 Sep 2014 | Year ended 31 Mar 2015 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | Total | |||
Ordinary Share pool | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Income | 356 | - | 356 | 389 | - | 389 | 1,258 | ||
Gains/(losses) on investments | |||||||||
- realised | - | 92 | 92 | - | - | - | (484) | ||
- unrealised | - | 126 | 126 | - | 240 | 240 | (45) | ||
356 | 218 | 574 | 389 | 240 | 629 | (529) | |||
Investment management fees | (20) | (20) | (40) | (36) | (36) | (72) | (143) | ||
Other expenses | (30) | - | (30) | (106) | (1) | (107) | (94) | ||
Return on ordinary activities before taxation | 306 | 198 | 504 | 247 | 203 | 450 | 492 | ||
Taxation | (50) | - | (50) | (59) | - | (59) | (61) | ||
Return attributable to equity shareholders | 256 | 198 | 454 | 188 | 203 | 391 | 431 | ||
| |||||||||
Revenue | Capital | Total | Revenue | Capital | Total | Total | |||
B Share pool | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Income | 402 | - | 402 | 640 | - | 640 | 1,149 | ||
Gains/(losses) on investments | |||||||||
- realised | - | 189 | 189 | - | 3 | 3 | 64 | ||
- unrealised | - | 91 | 91 | - | 203 | 203 | (551) | ||
402 | 280 | 682 | 640 | 206 | 846 | (487) | |||
Investment management fees | (50) | (50) | (100) | (62) | (61) | (123) | (236) | ||
Other expenses | (84) | - | (84) | (171) | - | (171) | (177) | ||
Return on ordinary activities before taxation | 268 | 230 | 498 | 407 | 145 | 552 | 249 | ||
Taxation | (30) | - | (30) | (96) | - | (96) | (167) | ||
Return attributable to equity shareholders | 238 | 230 | 468 | 311 | 145 | 456 | 82 |
UNAUDITED INCOME STATEMENT (continued)
for the six months ended 30 September 2015
| Six months ended 30 Sep 2015 | Six months ended 30 Sep 2014 | Year ended 31 Mar 2015 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | Total | |||
D Share pool | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Income | 128 | - | 128 | 138 | - | 138 | 273 | ||
Gains/(losses) on investments | |||||||||
- realised | - | 12 | 12 | - | 10 | 10 | 114 | ||
- unrealised | - | (175) | (175) | - | 39 | 39 | 21 | ||
128 | (163) | (35) | 138 | 49 | 187 | 135 | |||
Investment management fees | (22) | (22) | (44) | (25) | (24) | (49) | (101) | ||
Other expenses | (38) | - | (38) | (72) | - | (72) | (75) | ||
Return on ordinary activities before taxation | 68 | (185) | (117) | 41 | 25 | 66 | 232 | ||
Taxation | 3 | - | 3 | (13) | - | (13) | (28) | ||
Return attributable to equity shareholders | 71 | (185) | (114) | 28 | 25 | 53 | 204 |
| Period from 21 July 30 Sep 2015 | ||||||||
Revenue | Capital | Total | |||||||
DP67 Share pool | £000 | £000 | £000 | ||||||
Income | 47 | - | 47 | ||||||
Gains on investments | |||||||||
- realised | - | 277 | 277 | ||||||
- unrealised | - | 43 | 43 | ||||||
- | 320 | 367 | |||||||
Investment management fees | (11) | (11) | (22) | ||||||
Other expenses | (33) | - | (33) | ||||||
Return on ordinary activities before taxation | 3 | 309 | 312 | ||||||
Taxation | - | - | - | ||||||
Return attributable to equity shareholders | 3 | 309 | 312 |
UNAUDITED INCOME STATEMENT (continued)
for the six months ended 30 September 2015
| Period from 21 July 30 Sep 2015 | ||||||||
Revenue | Capital | Total | |||||||
DP2011 General Share pool | £000 | £000 | £000 | ||||||
Income | 231 | - | 231 | ||||||
Gains on investments | |||||||||
- realised | - | - | - | ||||||
- unrealised | - | 14 | 14 | ||||||
231 | 14 | 245 | |||||||
Investment management fees | (26) | (27) | (53) | ||||||
Other expenses | (48) | - | (48) | ||||||
Return on ordinary activities before taxation | 157 | (13) | 144 | ||||||
Taxation | (26) | - | (26) | ||||||
Return attributable to equity shareholders | 131 | (13) | 118 | ||||||
| |||||||||
Revenue | Capital | Total | |||||||
DP2011 Structured Share pool | £000 | £000 | £000 | ||||||
Income | 134 | - | 134 | ||||||
Gains/(losses) on investments | |||||||||
- realised | - | 5 | 5 | ||||||
- unrealised | - | (32) | (32) | ||||||
134 | (27) | 107 | |||||||
Investment management fees | (18) | (19) | (37) | ||||||
Other expenses | (30) | - | (30) | ||||||
Return on ordinary activities before taxation | 86 | (46) | 40 | ||||||
Taxation | (14) | - | (14) | ||||||
Return attributable to equity shareholders | 72 | (46) | 26 |
UNAUDITED INCOME STATEMENT (continued)
for the six months ended 30 September 2015
| Period from 21 July 30 Sep 2015 | ||||||||
Revenue | Capital | Total | |||||||
DP2011 Low Carbon Share pool | £000 | £000 | £000 | ||||||
Income | 108 | - | 108 | ||||||
Gains on investments | |||||||||
- realised | - | - | - | ||||||
- unrealised | - | 60 | 60 | ||||||
108 | 60 | 168 | |||||||
Investment management fees | (13) | (13) | (26) | ||||||
Other expenses | (20) | - | (20) | ||||||
Return on ordinary activities before taxation | 75 | 47 | 122 | ||||||
Taxation | (12) | - | (12) | ||||||
Return attributable to equity shareholders | 63 | 47 | 110 | ||||||
|
UNAUDITED SUMMARISED BALANCE SHEET
as at 30 September 2015
30 Sep 2015 | 30 Sep 2014* | 31 Mar 2015* | |||||||||||
DSO Ord Share pool | DSO B Share pool | DSO D Share Pool | DP67 Share pool | DP2011 Gen Share pool | DP2011 Struc Share pool | DP2011 LC Share pool | Total | Total | Total | ||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||||
Fixed assets | |||||||||||||
Investments | 3,929 | 8,315 | 5,874 | 4,169 | 13,093 | 8,864 | 6,938 | 51,182 | 28,542 | 25,638 | |||
Current assets | |||||||||||||
Debtors | 345 | 181 | 129 | 188 | 608 | 513 | 187 | 2,151 | 415 | 432 | |||
Cash at bank and in hand | 1,889 | 6,286 | 114 | 3,000 | 30 | 73 | 12 | 11,404 | 2,767 | 457 | |||
2,234 | 6,467 | 243 | 3,188 | 638 | 586 | 199 | 13,555 | 3,182 | 889 | ||||
Creditors: amounts falling due within one year | (154) | (336) | (132) | (241) | (396) | (149) | (321) | (1,729) | (817) | (612) | |||
Net current assets | 2,080 | 6,131 | 111 | 2,934 | 242 | 437 | (122) | 11,826 | 2,365 | 277 | |||
Net assets | 6,009 | 14,446 | 5,985 | 7,116 | 13,335 | 9,301 | 6,816 | 63,008 | 30,907 | 25,915 | |||
Capital and reserves | |||||||||||||
Called up share capital | 26 | 50 | 8 | 11 | 34 | 24 | 8 | 160 | 84 | 84 | |||
Capital redemption reserve | 5 | - | - | - | - | - | - | 5 | 5 | 5 | |||
Share premium | 2,794 | - | - | 6,793 | 13,183 | 9,251 | 6,698 | 38,719 | 2,794 | 20,895 | |||
Special reserve | 1,238 | 14,082 | 6,826 | 76 | (27) | (19) | (13) | 22,163 | 24,744 | 2,794 | |||
Revaluation reserve | (429) | (788) | (390) | 43 | 14 | (32) | 60 | (1,522) | 972 | (1,544) | |||
Capital reserve - realised | 1,447 | 433 | (608) | 190 | - | 5 | - | 1,467 | 914 | 2,500 | |||
Revenue reserve | 928 | 669 | 149 | 3 | 131 | 72 | 63 | 2,015 | 1,394 | 1,181 | |||
Equity shareholders | |||||||||||||
funds | 6,009 | 14,446 | 5,985 | 7,116 | 13,335 | 9,301 | 6,816 | 63,008 | 30,907 | 25,915 | |||
Net asset value per: | |||||||||||||
Ordinary Share | 58.3 | - | - | - | - | - | - | 93.5p | 92.2p | ||||
A Share | 0.1 | - | - | - | - | - | - | 0.1p | 0.1p | ||||
B Share | - | 72.4 | - | - | - | - | - | 74.6p | 82.3p | ||||
C Share | - | 0.1 | - | - | - | - | - | 0.1p | 0.1p | ||||
D Share | - | - | 76.0 | - | - | - | - | 81.2p | 83.0p | ||||
DP67 Share | - | - | - | 62.9 | - | - | - | ||||||
DP2011 Gen Ord Share | - | - | - | - | 77.2 | - | - | ||||||
DP2011 Gen A Share | - | - | - | - | 6.1 | - | - | ||||||
DP2011 Struc Ord Share | - | - | - | - | - | 79.6 | - | ||||||
DP2011 Struc A Share | - | - | - | - | - | 6.3 | - | ||||||
DP2011 Low Carbon Share | - | - | - | - | - | - | 90.0 |
*Comparative balance sheets include only the DSO Share Pools in existence at those dates.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS FUNDS
for the six months ended 30 September 2015
30 Sep 2015 | 30 Sep 2014 | 31 Mar 2015 | |||||||||
DSO Ord Share pool | DSO B Share pool | DSO D Share Pool | DP67 Share pool | DP2011 Gen Share pool | DP2011 Struc Share pool | DP2011 LC Share pool | Total | Total | Total | ||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Opening Shareholders funds | 5,555 | 14,009 | 6,351 | - | - | - | - | 25,915 | 32,454 | 32,454 | |
Merger | - | - | - | 6,804 | 13,217 | 9,275 | 6,706 | 36,002 | - | - | |
Share issue costs | - | (31) | (55) | - | - | - | - | (86) | - | - | |
Dividends | - | - | (197) | - | - | - | - | (197) | (2,447) | (7,256) | |
Total recognised gains for the period | 454 | 468 | (114) | 712 | 118 | 26 | 110 | 1,814 | 900 | 717 | |
Closing Shareholders funds | 6,009 | 14,446 | 5,985 | 7,116 | 13,335 | 9,301 | 6,816 | 63,008 | 30,907 | 25,915 |
UNAUDITED CASH FLOW STATEMENT
for the six months ended 30 September 2015
30 Sep 2015 | 30 Sep 2014* | 31 Mar 2015* | ||||||||||
DSO Ord Share pool | DSO B Share pool | DSO D Share Pool | DP67 Share pool | DP2011 Gen Share pool | DP2011 Struc Share pool | DP2011 LC Share pool | Total | Total | Total | |||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |||
Cash inflow /(outflow) from operating activities and returns on investments | (32) | 266 | (58) | (102) | 82 | (224) | 50 | (18) | 206 | 1,720 | ||
Taxation | ||||||||||||
Corporation tax paid | - | - | - | - | (153) | (76) | (75) | (304) | - | (112) | ||
Capital expenditure | ||||||||||||
Purchase of investments | (383) | - | (152) | (4,588) | (13,117) | (9,185) | (6,878) | (34,303) | (2,722) | (4,624) | ||
Merger | - | - | - | 4,588 | 13,079 | 9,185 | 6,878 | 33,730 | - | - | ||
Sale of investments | 2,239 | 5,628 | 521 | 740 | 38 | 292 | - | 9,458 | 4,296 | 6,807 | ||
Movements in deposits | - | - | - | - | - | - | - | - | - | (294) | ||
Net cash inflow from capital expenditure | 1,856 | 5,628 | 369 | 740 | - | 292 | - | 8,885 | 1,574 | 1,889 | ||
Equity dividends paid | - | - | (197) | - | - | - | - | (197) | (2,250) | (3,202) | ||
Net cash inflow/ (outflow) before financing | 1,824 | 5,894 | 114 | 663 | (71) | (8) | (25) | 8,391 | (470) | (654) | ||
Financing | ||||||||||||
Purchase of own shares | - | - | - | - | - | - | - | - | (30) | (98) | ||
Net cash outflow from financing | - | - | - | - | - | - | - | - | (30) | (98) | ||
Increase/(decrease) in cash | 2 | 1,824 | 5,894 | 114 | 638 | (71) | (8) | (25) | 8,366 | (500) | (3,763) | |
*Comparative cash flows include only the DSO Share Pools in existence at those dates.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
1. Basis of accounting
The unaudited half-yearly results cover the six months to 30 September 2015 and have been prepared in accordance with the Financial Reporting Standard 102 ("FRS102") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised November 2014 ("SORP").
This is the first period in which the financial statements have been prepared under FRS102, however, it has not been necessary to restate comparatives as the treatment previously applied aligns with the requirements of FRS102. As a result, there are no reconciling differences between the previous financial reporting framework and the current financial reporting framework and the comparative figures represent the position under both current and previous financial reporting frameworks.
The following accounting policies have been applied consistently throughout the period. Further details of principal accounting policies will be disclosed in the Annual Report and Accounts for the year ended 31 March 2016.
a) Presentation of Income Statement
In order to better reflect the activities of a Venture Capital Trust, and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue return is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Part 6 of the Income Tax Act 2007.
b) Investments
All investments are designated as "fair value through profit or loss" assets due to investments being managed and performance evaluated on a fair value basis. A financial asset is designated within this category if it is both acquired and managed on a fair value basis, with a view to selling after a period of time, in accordance with the Company's documented investment policy. The fair value of an investment upon acquisition is deemed to be cost. Thereafter investments are measured at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines ("IPEV") together with FRS 26.
Structured Product investments are measured using bid prices in accordance with the IPEV.
For unquoted investments, fair value is established by using the IPEV guidelines. The valuation methodologies for unquoted entities used by the IPEV to ascertain the fair value of an investment are as follows:
-price of recent investment;
-multiples;
-net assets;
-discounted cash flows or earnings (of underlying business);
-discounted cash flows (from the investment); and
-industry valuation benchmarks.
The methodology applied takes account of the nature, facts and circumstances of the individual investment and uses reasonable data, market inputs, assumptions and estimates in order to ascertain fair value.
Gains and losses arising from changes in fair value are included in the Income Statement for the year as a capital item and transaction costs on acquisition or disposal of the investment are expensed. Where an investee company has gone into receivership or liquidation, or administration (where there is little likelihood of recovery), the loss on the investment, although not physically disposed of, is treated as being realised.
It is not the Company's policy to exercise significant influence over investee companies. Therefore, the results of these companies are not incorporated into the Income Statement except to the extent of any income accrued. This is in accordance with the SORP that does not require portfolio investments to be accounted for using the equity method of accounting.
c) Income
Dividend income from investments is recognised when the Shareholders' rights to receive payment has been established, normally the ex-dividend date.
Interest income is accrued on a time apportionment basis, by reference to the principal sum outstanding and at the effective rate applicable and only where there is reasonable certainty of collection in the foreseeable future.
2. All revenue and capital items in the Income Statement derive from continuing and acquired operations. DP67 and DP2011 Share pools were acquired on 20 July 2015 and accordingly the Income Statement includes results for the period from 20 July to 30 September 2015.
3. The comparative Balance Sheet figures include only the DSO Share pools as the dates shown were prior to the merger with DP6, DP7 and DP2011.
4. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.
5. Net asset value per share at the period end has been calculated on the number of shares in issue at the period end as follows:
DSO Ordinary Shares | 10,288,157 | DP67 Shares | 11,320,258 | |
DSO A Shares | 15,506,488 | DP2011 General Shares | 15,679,241 | |
DSO B Shares | 19,911,070 | DP2011 General A Shares | 18,453,789 | |
DSO C Shares | 29,926,070 | DP2011 Structured Shares | 10,678,725 | |
DSO D Shares | 7,877,527 | DP2011 Structured A Shares | 12,572,817 | |
DP2011 Low Carbon Shares | 7,575,419 |
6. Return per share for the period has been calculated on the average number of shares in issue in the period as follows:
DSO Ordinary Shares | 10,288,157 | DP67 Shares | 11,320,258 | |
DSO A Shares | 15,506,488 | DP2011 General Shares | 15,679,241 | |
DSO B Shares | 19,911,070 | DP2011 General A Shares | 18,453,789 | |
DSO C Shares | 29,926,070 | DP2011 Structured Shares | 10,678,725 | |
DSO D Shares | 7,877,527 | DP2011 Structured A Shares | 12,572,817 | |
DP2011 Low Carbon Shares | 7,575,419 |
7. Dividends
Six months ended 30 September 2015 | |||||
DSO Ordinary Shares | Revenue | Capital | Total | ||
£000 | £000 | £000 | |||
Paid in period | |||||
Interim | - | - | - |
DSO B Shares | Revenue | Capital | Total | ||
£000 | £000 | £000 | |||
Paid in period | |||||
- | - | - |
DSO D Shares | Revenue | Capital | Total | ||
£000 | £000 | £000 | |||
Paid in period | |||||
197 | - | 197 |
DP67 Shares | Revenue | Capital | Total | ||
£000 | £000 | £000 | |||
Paid in period | |||||
Interim | - | - | - |
DP2011 General Shares | Revenue | Capital | Total | ||
£000 | £000 | £000 | |||
Paid in period | |||||
- | - | - |
DP2011 Structured Shares | Revenue | Capital | Total | ||
£000 | £000 | £000 | |||
Paid in period | |||||
- | - | - |
DP2011 Low Carbon Shares | Revenue | Capital | Total | ||
£000 | £000 | £000 | |||
Paid in period | |||||
- | - | - |
8. Reserves
Share premium account | Special reserve | Revaluation reserve | Capital reserve - realised | Revenue reserve | Capital redemption reserve | |
£000 | £000 | £000 | £000 | £000 | £000 | |
As at 31 March 2015 | 2,794 | 20,895 | (1,544) | 2,500 | 1,181 | 5 |
Gains on investments | - | - | 127 | 575 | - | - |
Expenses capitalised | - | - | - | (162) | - | - |
Merger | 35,999 | - | - | - | - | - |
Share issue costs | (74) | (86) | - | - | - | - |
Dividends | - | - | - | (197) | - | - |
Transfer between reserves | - | 1,354 | (105) | (1,249) | - | - |
Retained revenue | - | - | - | - | 834 | - |
At 30 September 2015 | 38,719 | 22,163 | (1,522) | 1,467 | 2,015 | 5 |
The Revenue reserve, Special reserve and Capital reserve - realised are distributable reserves and are reduced by revaluation losses of £3.3 million. Distributable reserves at 30 September 2015 were £22.4 million.
9. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies.
10. The fair value of investments is determined using the detailed accounting policy as shown in note 1
The Company has categorised its financial instruments using the fair value hierarchy as follows:
Level a Reflects financial instruments quoted in an active market;
Level b Reflects financial instruments that have prices that are directly observable; and
Level c Reflects financial instruments that are not based on observable market data (unquoted equity investments and loan note investments).
Level a | Level b | Level c | 31 Sep 2015 | Level a | Level b | Level c | 31 Mar 2015 | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Structured Products | 2,453 | - | - | 2,453 | 1,505 | - | - | 1,505 | |
Unquoted loan notes | - | - | 27,740 | 27,740 | - | - | 15,832 | 15,832 | |
Unquoted equity | - | - | 20,989 | 20,989 | - | - | 8,301 | 8,301 | |
2,453 | - | 48,729 | 51,182 | 1,505 | - | 24,133 | 25,638 |
11. Reconciliation of return on ordinary activities before taxation to net cash flow from operating activities
30 Sep 2015 | 30 Sep 2014 | 31 Mar 2015 | |||||||||
DSO Ord Share pool | DSO B Share pool | DSO D Share Pool | DP67 Share pool | DP2011 Gen Share pool | DP2011 Struc Share pool | DP2011 LC Share pool | Total | Total | Total | ||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Return/(loss) on ordinary activities before taxation | 504 | 498 | (117) | 312 | 144 | 40 | 122 | 1,503 | 1,068 | 973 | |
Losses/(gains) on investments | (218) | (280) | 163 | (320) | (14) | 27 | (60) | (702) | (496) | 881 | |
(Increase)/decrease in other debtors | (278) | 99 | (41) | (84) | (218) | (300) | (201) | (1,023) | (112) | (129) | |
(Decrease)/increase in other creditors | (40) | (51) | (63) | (10) | 170 | 9 | 189 | 204 | 65 | (5) | |
Net cash (outflow)/ inflow from operating activities | (32) | 266 | (58) | (102) | 82 | (224) | 50 | (18) | 525 | 1,720 |
12. Analysis of net funds
30 Sep 2015 | 30 Sep 2014 | 31 Mar 2015 | |||||||||
DSO Ord Share pool | DSO B Share pool | DSO D Share Pool | DP67 Share pool | DP2011 Gen Share pool | DP2011 Struc Share pool | DP2011 LC Share pool | Total | Total | Total | ||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Beginning of period | 65 | 392 | - | - | - | - | - | - | 4,220 | 4,220 | |
Merger cash | - | - | - | 2,362 | 101 | 81 | 37 | 3,038 | - | - | |
Net cash inflow/(outflow) | 1,824 | 5,894 | 114 | 638 | (71) | (8) | (25) | 8,366 | (1,453) | (3,763) | |
End of period | 1,889 | 6,286 | 114 | 3,000 | 30 | 73 | 12 | 11,404 | 2,767 | 757 |
13. Risk and uncertainties
Under the Disclosure and Transparency Directive, the Board is required in the Company's half-year results to report on the principal risks and uncertainties facing the Company over the remainder of the financial year.
The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows:
a) compliance risk of failure to maintain approval as a VCT;
b) market, liquidity and counterparty risk associated with Structured Products; and
c) investment risk associated with investing in small and immature businesses.
The Company's compliance with the VCT regulations is continually monitored by the Manager, who reports regularly to the Board on the current position. The Company also retains Robertson Hare LLP ("Robertson Hare") to provide regular reviews and advice in this area. Robertson Hare have confirmed that all relevant tests have been complied with for the period under review. The Board considers that this approach reduces the risk of a breach of the VCT regulations.
In investing in Structured Products, the Company is exposed to market risk, liquidity risk and counterparty risk. The Company manages these risks as follows:
-holding a portfolio of Structured Products;
-limiting exposure to any one counterparty; and
-monitoring credit ratings and other indicators relevant to counterparties.
With this approach, the Board believes that these risks are reduced.
In order to make VCT qualifying investments, the Company has to invest in small businesses which are often immature. In addition, funds invested under the new VCT regulations in force from November 2015 provide greater restriction on, amongst other things, the age of the investments. It also has a limited period in which it must invest the majority of its funds. The Manager follows a rigorous process in vetting and careful structuring of new investments, including taking a charge over the assets of the business wherever possible and, after an investment is made, closely monitoring the business. The Board is satisfied that this approach reduces the investment risk described in (iii) above as far as is reasonably possible.
14. Going concern
The Directors have reviewed the Company's financial resources at the period end and conclude that the Company is well placed to manage its business risks.
The Board confirms that it is satisfied that the Company has adequate resources to continue in business for the foreseeable future. For this reason, the Board believes that the Company continues to be a going concern and that it is appropriate to apply the going concern basis in preparing the financial statements.