INNOVATE Corp. - FORM 8-K - EX-99.12 - EXHIBIT 99.12

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EX-99.3 - EXHIBIT 99.3 - INNOVATE Corp.	s000650x1_ex99-3.htm
EX-99.2 - EXHIBIT 99.2 - INNOVATE Corp.	s000650x1_ex99-2.htm
EX-99.6 - EXHIBIT 99.6 - INNOVATE Corp.	s000650x1_ex99-6.htm
EX-99.10 - EXHIBIT 99.10 - INNOVATE Corp.	s000650x1_ex99-10.htm
EX-99.9 - EXHIBIT 99.9 - INNOVATE Corp.	s000650x1_ex99-9.htm
EX-99.4 - EXHIBIT 99.4 - INNOVATE Corp.	s000650x1_ex99-4.htm
EX-99.11 - EXHIBIT 99.11 - INNOVATE Corp.	s000650x1_ex99-11.htm
EX-99.8 - EXHIBIT 99.8 - INNOVATE Corp.	s000650x1_ex99-8.htm
EX-99.5 - EXHIBIT 99.5 - INNOVATE Corp.	s000650x1_ex99-5.htm
EX-99.1 - EXHIBIT 99.1 - INNOVATE Corp.	s000650x1_ex99-1.htm
EX-99.7 - EXHIBIT 99.7 - INNOVATE Corp.	s000650x1_ex99-7.htm

Exhibit 99.12

Bridgehouse Marine Limited

Unaudited group profit and loss account for the six month
periods ended 30 June 2014 and 30 June 2013

	2014			2013
	£’000			£’000
Turnover (including share of joint ventures and associates)		70,017			69,258
Less: share of joint ventures’ turnover		(319	)		(560	)
share of associates’ turnover		(16,967	)		(21,560	)
Group turnover		52,731			47,138

Other operating (charges) / credits		(1,756	)		883
Other operating costs (net)		(43,917	)		(37,210	)

Operating costs		(45,673	)		(36,327	)

Group operating profit		7,058			10,811

Share of joint ventures’ operating profit		70			287
Share of associates’ operating profit		1,503			1,159
Profit on sale of tangible fixed assets		—			84
Interest receivable and similar income
– Group		1,082			37
– Joint ventures		232			271
– Associates		5			—
		1,319			308

Interest payable and similar charges
– Group – Interest payable		(1,425	)		(2,461	)
– Exchange gain/(loss)		1,407			(1,551	)
– Joint ventures		—			—
– Associates		(104	)		(120	)
		(122	)		(4,132	)

Profit on ordinary activities before taxation		9,828			8,517

Tax on profit (loss) on ordinary activities
– Group		(132	)		(1	)
– Joint ventures		(2	)		(25	)
– Associates		(309	)		(186	)

Profit on ordinary activities after taxation		9,385			8,305

Minority interest		(881	)		(755	)

Profit for the financial period		8,504			7,550

Bridgehouse Marine Limited

Unaudited group balance sheet as at 30 June 2014 and 30 June 2013
Company Number 04352407

2014

2013

Note

£’000

Fixed assets

Intangibles

Negative goodwill

2

(10,755

)

(12,125

)

Tangible assets

3

96,465

103,673

Investments in joint ventures

Share of gross assets

15,159

17,492

Share of gross liabilities

(357

)

(274

)

4

14,802

17,218

Investment in associates

4

30,217

33,632

Other investments

4

—

186

Fixed asset investments

4

45,019

51,036

130,729

142,584

Current assets

Stocks

7,337

5,365

Debtors: amounts falling due within one year

5

45,277

40,047

Debtors: amounts falling due after more than one year

5

4,465

4,614

Cash at bank and in hand

6

21,183

33,410

78,262

83,436

Creditors: amounts falling due within one year

7

(40,100

)

(45,158

)

Net current assets

38,162

38,278

Total assets less current liabilities

168,891

180,862

Creditors: amounts falling due after more than one year

8

(47,991

)

(45,061

)

Provisions for liabilities

9

(1,331

)

(11,054

)

Net assets excluding pension liability

119,569

124,747

Pension liability

(29,212

)

(22,072

)

Net assets including pension liability

90,357

102,675

Capital and reserves

Called up share capital

10

1,266

Revaluation reserve

11

30,595

34,680

Profit and loss account

11

48,371

55,246

Total shareholders’ funds

12

80,232

91,192

Minority interest

10,125

11,483

90,357

102,675

Bridgehouse Marine Limited

Unaudited group cash flow statement for the six month
periods ended 30 June 2014 and 30 June 2013

2014

2013

Note

£’000

Reconciliation of operating profit to net cash inflow from operating activities

Operating profit

7,058

10,811

Depreciation on tangible fixed assets

5,379

5,435

Amortisation on intangible assets

(680

)

(690

)

Loss on disposal of tangible fixed assets

25

—

Difference between pension charge and cash contributions

(1,881

)

(3,530

)

Currency translation differences

1,456

(430

)

Increase in inventories

(1,472

)

(1,109

)

Decrease in receivables

3,091

3,184

Increase / (decrease) in creditors

7,316

(3,721

)

Net cash inflow from operating activities

20,292

9,950

Dividends from joint ventures / associates

1,145

926

Returns on investment and servicing of finance

Interest received

1,841

37

Interest paid

(1,425

)

(2,461

)

Dividends paid to minority interests

(498

)

—

Net cash outflow from returns on investment and service of finance

(82

)

(2,424

)

Taxation

UK taxes paid

(21

)

(21

)

Overseas taxes paid

(113

)

—

Net cash outflow from taxation

(134

)

(21

)

Capital expenditure and financial investment

Purchase of plant and equipment

(961

)

(2,856

)

Proceeds on disposal of plant and equipment

—

101

Short term loan advances repaid

14,500

—

Short term loan advances

(15,000

)

—

Net cash outflow from capital expenditure and financial investment

(1,461

)

(2,755

)

Acquisitions and disposals

Prior period sale of business operations

(17,942

)

—

Net cash outflow from acquisitions and disposals

(17,942

)

—

Finance

Repayment of finance lease capital

(18,179

)

(2,033

)

Loan advanced

12,143

—

Repayment of loan

(582

)

—

Net cash outflow from financing

(6,618

)

(2,033

)

Management of liquid resources (Decrease) / increase in cash

14

(4,800

)

3,643

Bridgehouse Marine Limited

Notes to the interim condensed consolidated financial statements for the
periods ended 30 June 2014 and 30 June 2013

1 Accounting policies

Accounting periods

The accounting reference date of the Group is 31 December. The interim condensed consolidated financial statements are for the six months ended 30 June 2014 and the six months ended 30 June 2013. The interim condensed consolidated financial statements are unaudited.

Basis of preparation

The interim condensed consolidated financial statements have been prepared on a going concern basis using the recognition and measurement criteria of United Kingdom Generally Accepted Accounting Practice. The accounting policies used in the preparation of these interim condensed consolidated financial statements are the same as those set out in the statutory financial statements of the Group for the period ended 31 December 2013.

Going Concern

Having reviewed the Group’s cash flow projections for the next 12 months after the date of these interim condensed consolidated financial statements, the directors are confident they will have adequate resources to meet the requirements of the business for the foreseeable future. The directors have therefore prepared these interim condensed consolidated financial statements on a going concern basis.

2 Intangible fixed assets

	Negative goodwill
	£’000
Cost
At 1 January 2014 and 30 June 2014		(57,120	)
Accumulated amortisation
At 1 January 2014		45,685
Provided in the period		680
At 30 June 2014		46,365
Net Book Value
At 30 June 2014		(10,755	)
At 31 December 2013		(11,435	)
Cost
At 1 January 2013 and 30 June 2013		(57,120	)
Accumulated amortisation
At 1 January 2013		44,305
Provided in the period		690
At 30 June 2013		44,995
Net Book Value
At 30 June 2013		(12,125	)
At 31 December 2012		(12,815	)

Bridgehouse Marine Limited

Notes to the interim condensed consolidated financial statements for the
periods ended 30 June 2014 and 30 June 2013(continued)

3 Tangible assets

	Cable-ships and submersibles			Assets under construction			Motor vehicles and plant			Land & Buildings Short leasehold		Total
	£’000						£’000			£’000		£’000
Cost or valuation
At 1 January 2014		132,217			7,108			12,943			12,494		164,762
Exchange rate revaluation		(1,139	)		—			—			—		(1,139	)
Additions		—			961			—			—		961
Disposals		(56	)		—			—			—		(56	)
Reclassification		7,013			(7,013	)		—			—		—
At 30 June 2014		138,035			1,056			12,943			12,494		164,528
Accumulated depreciation
At 1 January 2014		41,147			—			12,850			8,902		62,899
Exchange rate revaluation		(185	)		—			—			1		(184	)
Provided for the period		5,239			—			5			135		5,379
Disposals		(31	)		—			—			—		(31	)
At 30 June 2014		46,170			—			12,855			9,038		68,063
Net book value
At 30 June 2014		91,865			1,056			88			3,456		96,465
At 31 December 2013		91,070			7,108			93			3,592		101,863
Cost or valuation
At 1 January 2013		131,071			889			12,951			12,496		157,407
Exchange rate revaluation		2,110			—			—			—		2,110
Additions		—			2,835			21			—		2,856
Disposals		(1,193	)		—			(34	)		—		(1,227	)
Reclassification		126			(126	)		—			—		—
At 30 June 2013		132,114			3,598			12,938			12,496		161,146
Accumulated depreciation
At 1 January 2013		32,134			—			12,564			8,465		53,163
Exchange rate revaluation		87			—			—			—		87
Provided for the period		5,192			—			72			171		5,435
Disposals		(1,179	)		—			(33	)		—		(1,212	)
At 30 June 2013		36,234			—			12,603			8,636		57,473
Net book value
At 30 June 2013		95,880			3,598			335			3,860		103,673
At 31 December 2012		98,937			889			387			4,031		104,244

Bridgehouse Marine Limited

Notes to the interim condensed consolidated financial statements for the
periods ended 30 June 2014 and 30 June 2013(continued)

4 Investments

	Joint Ventures*			Associates*			Sub Total			Other investment		Total
	£’000			£’000			£’000			£’000		£’000

At 1 January 2014		14,974			31,693			46,667			—		46,667
Exchange rate revaluation		(472	)		(1,426	)		(1,898	)		—		(1,898	)
Additions		—			—			—			—		—
Dividends received		—			(1,145	)		(1,145	)		—		(1,145	)
Share of retained profit for the period		300			1,095			1,395			—		1,395
At 30 June 2014		14,802			30,217			45,019			—		45,019
At 1 January 2013		17,172			30,680			47,852			60		47,912
Exchange rate revaluation		439			2,099			2,538			—		2,538
Additions		—			—			—			126		126
Dividends received		(926	)		—			(926	)		—		(926	)
Share of retained profit for the period		533			853			1,386			—		1,386
At 30 June 2013		17,218			33,632			50,850			186		51,036

*Share of net assets

5 Debtors

	2014		2013
	£’000		£’000
Amounts due within one year:
Trade debtors		22,551		19,524
VAT		—		298
Other debtors		17,675		12,759
Prepayments and accrued income		5,051		7,466

		45,277		40,047
Amounts due after more than one year:
Other debtors		4,465		4,614

6 Cash at bank and in hand

	2014		2013
	£’000		£’000

Cash at bank		19,468		33,410
Restricted cash		1,715		—

		21,183		33,410

Bridgehouse Marine Limited

Notes to the interim condensed consolidated financial statements for the
periods ended 30 June 2014 and 30 June 2013(continued)

7 Creditors: amounts due within one year

	2014		2013
	£’000		£’000

Trade creditors		8,328		2,348
Obligations under finance leases and hire purchase contracts		2,157		21,897
Obligations under loans		2,606		—
UK Corporation tax		31		33
Other taxation and social security		705		472
Other creditors		2,916		3,007
Accruals and deferred income		23,357		17,401
		40,100		45,158

8 Creditors: amounts falling due after more than one year

	2014		2013
	£’000		£’000

Obligations under finance leases and hire purchase contracts		34,987		41,144
Obligations under loans		8,547		—
Accruals and deferred income		4,457		3,917
		47,991		45,061

9 Provision for liabilities

	SPA settlement provision			Insurance Provisions		Deferred tax			Total
	£’000			£’000		£’000			£’000

At 1 January 2014		17,942			725		618			19,285
Exchange adjustment		—			—		(12	)		(12	)
Paid during the period		(17,942	)		—		—			(17,942	)
At 30 June 2014		—			725		606			1,331
At 1 January 2013		9,480			905		652			11,037
Exchange adjustment		—			—		17			17
At 30 June 2013		9,480			905		669			11,054

Bridgehouse Marine Limited

Notes to the interim condensed consolidated financial statements for the
periods ended 30 June 2014 and 30 June 2013(continued)

10 Called up share capital

	2014		2013
	£’000		£’000

Authorised
2,000,000 ordinary shares of £1 each		2,000		2,000

Allotted, called up and fully paid
1,266,000 ordinary shares of £1 each		1,266		1,266

11 Reserves

	Revaluation reserve			Profit and loss account
	£’000			£’000

At 1 January 2014		32,431			39,740
Profit for the financial period		-			8,504
Depreciation on revalued assets		(1,465	)		1,465
Net translation differences on foreign currency		(371	)		(1,338	)
At 30 June 2014		30,595			48,371

At 1 January 2013		35,763			43,864
Profit for the financial period		-			7,550
Depreciation on revalued assets		(1,625	)		1,625
Net translation differences on foreign currency		542			2,207
At 30 June 2013		34,680			55,246

Bridgehouse Marine Limited

Notes to the interim condensed consolidated financial statements for the
periods ended 30 June 2014 and 30 June 2013(continued)

12 Statement of changes in equity

	Share capital		Revaluation reserve			Retained profits			Total shareholders’ funds
	£’000		£’000			£’000			£’000

At 1 January 2014		1,266		32,431			39,740			73,437

Profit for the financial period		—		—			8,504			8,504
Depreciation on revalued assets		—		(1,465	)		1,465			—
Currency translation differences on foreign currency net investments		—		(371	)		(1,338	)		(1,709	)
At 30 June 2014		1,266		30,595			48,371			80,232

At 1 January 2013		1,266		35,763			43,864			80,893
Profit for the financial period		—		—			7,550			7,550
Depreciation on revalued assets		—		(1,625	)		1,625			—
Currency translation differences on foreign currency net investments		—		542			2,207			2,749
At 30 June 2013		1,266		34,680			55,246			91,192

13 Reconciliation of cash flow to movement in net debt

	2014			2013
	£’000			£’000

(Decrease) / increase in cash		(4,800	)		3,643
Cash inflow from change in debt		6,618			2,033

Movement in net debt resulting from cash flows		1,818			5,676
Exchange Translation		1,185			(2,739	)

Movement in net debt		3,003			2,937
Opening net debt		(30,117	)		(32,568	)

Closing net debt		(27,114	)		(29,631	)

Bridgehouse Marine Limited

Notes to the interim condensed consolidated financial statements for the
periods ended 30 June 2014 and 30 June 2013(continued)

14 Analysis of net debt

	At 1 January 2014			Cash flow			Exchange adjustment		At 30 June 2014
	£’000			£’000			£’000		£’000

Cash at bank and in hand		25,983			(4,800	)		—		21,183
Finance leases		(56,100	)		18,179			777		(37,144	)
Loans		—			(11,561	)		408		(11,153	)
					6,618
Total		(30,117	)		1,818			1,185		(27,114	)

Cash at bank and in hand includes an amount of £1,715,000 which is held in a security account for the purposes of the new loan arrangement in the year.

	At 1 January 2013			Cash flow		Exchange adjustment			At 30 June 2013
	£’000			£’000		£’000			£’000

Cash at bank and in hand		29,767			3,643		—			33,410
Finance leases		(62,335	)		2,033		(2,739	)		(63,041	)
Total		(32,568	)		5,676		(2,739	)		(29,631	)

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