ASLR.L Regulatory News (ASLR)

Pentagon Protection Plc ("Pentagon" or the "Company") Unaudited Interim Financial Statements for the period ended 31 March 2014 CHAIRMAN'S STATEMENT Introduction These are the results for Pentagon Protection Plc for the interimperiod ended 31 March 2014. Financial review Turnover of £596,412 for the six months to 31 March 2014 and a lossafter tax of £380,201 represents a significantly poorer performance comparedto the same period last year. As a result, the statement of financial positionshows total equity attributable to the shareholders of the parent as negative£108,451. Post balance sheet events It was announced on 14 April 2014, despite a relatively healthysales pipeline for each of the Company's three divisions, the lack of workingcapital and the Company's cash constraints meant that management were indiscussions regarding short term financing. On 6 May 2014, the Board requested that trading of the ordinaryshares of the Company on the AIM Market be temporarily suspended pendingclarification of the Group's financial position. It also confirmed that thefinancial condition and prospects of the Group had not improved and it waslikely the Board would need to appoint administrators to the Company. On 22 May 2014, the Company disposed of the entire issued sharecapital of SDS Group Limited ("SDS"), the Group's security division for atotal consideration of £190,000 on an intercompany debt free basis, to MrHaytham ElZayn, former chairman and existing 29.5% shareholder of the Company.Consideration of £110,000 for the shares in SDS was settled by way ofreduction of a loan payable by the Company to Mr ElZayn. In addition,intercompany balances of £43,963 payable by SDS to International GlassSolutions LLC, a wholly owned subsidiary of the Company, and £38,683 payableby SDS to the Company have been assigned to Mr ElZayn for an aggregateconsideration of £80,000, settled similarly by way of reduction of the loanpayable by the Company to Mr ElZayn. On 24 June 2014, the Company posted a circular to shareholders("Circular") containing a notice convening a general meeting of the Company("General Meeting") to be held on 11 July 2014. The Circular containedproposals (the "Proposals") for, inter alia: - a Company Voluntary Arrangement ("CVA"), - the disposal of its trading subsidiaries, - the adoption of an Investing Policy under AIM Rule 15, - the conditional appointment of Peterhouse Corporate Finance Limited("Peterhouse") as Sole Broker, - placing by Peterhouse of Ordinary Shares at a price of £0.013 to raise£611,600, - the issue of warrants, and - the change of name to YOLO Leisure and Technology plc. The Circular was issued because the Board had not been able tosecure additional short-term financing for the Company and therefore theDirectors considered that, if the Proposals are not approved at the GeneralMeeting, it would be likely that the only alternative would be the cessationof trading and the realisation of assets, which the Directors believed woulddeliver very little or no value to its Shareholders. The Directors therefore made a proposal to creditors under a CVAprocess, which provided an opportunity for the unsecured creditors to make apartial recovery of their debt, which was based on realising a value for theexisting AIM listing status of the business. The Directors also proposeddisposing of the Company's remaining businesses, as part of a CVA process, toMr Haytham ElZayn in consideration for the balance of loan amounts due to him. In order to recapitalise the Company and to provide funding for theCVA and working capital, Peterhouse conditionally raised £611,600 at £0.013per Subscription Share, through the Subscription of 47,046,148 new OrdinaryShares. The Subscription Shares will be issued subject to the passing ofcertain Resolutions as set out above. Subject to the passing of Resolutions at the General Meeting,Peterhouse Corporate Finance Limited will be appointed as sole broker to theCompany and Simon Lee Robinson will join the Board as Chief Executive Officerand Mohammed Sohail Bhatti as Finance Director and that Cecil O'Brien and Iwill resign from office. Steven Chambers Chairman 10 July 2014 For further enquiries please contact: Pentagon Protection Plc: Tel: 01494 793 333 Steven Chambers, Managing Director Cairn Financial Advisers LLP Tel: 0207 148 7900 Sandy Jamieson Peterhouse Corporate Finance Limited Tel: + 44 20 7469 0930 Eran Zucker Unaudited Unaudited six months ended six months ended 31 March 2014 31 March 2013 Notes £ £Revenue 596,412 1,746,801Cost of sales (443,470) (1,171,362)GROSS PROFIT 152,942 575,439Distribution costs - (10,944)Administrative expenses (532,992) (553,843)(LOSS)/PROFIT FROM OPERATIONS BEFOREFINANCING ACTIVITIES (380,050) 10,652 Finance income - -Finance costs - (7,864) (LOSS)/PROFIT BEFORE TAX (380,050) 2,788 Tax (151) (46) (LOSS)/PROFIT FOR THE PERIOD (380,201) 2,742 Other comprehensive income/(expense) - 6,638 TOTAL COMPREHENSIVE (EXPENSE)/INCOME FOR THE PERIOD (380,201) 9,380 (Loss)/profit before tax and total comprehensive (expense)/income for theperiod are all attributable to the equity shareholders of the parent. (Loss)/profit per shareBasic 0.00p 0.00pDiluted 0.00p 0.00pRevenue and operating (loss)/profit for the period all derive from continuingoperations. Unaudited Audited 31 March 30 September 2014 2013 Notes £ £ASSETS Non-current assetsIntangible assets 3,838 -Goodwill 434,536 434,536Property, plant and equipment 29,259 30,742 467,633 465,278Current assetsInventories 134,799 144,023Trade and other receivables 277,649 821,558Cash and cash equivalents 4 10,433 9,529 422,881 975,110 TOTAL ASSETS 890,514 1,440,388 EQUITY AND LIABILITIES EquityShare capital 5 905,065 905,065Share premium account 7,160,948 7,160,948Share based payment reserve 76,874 81,415Other reserves 25,040 11,198Retained earnings (8,276,378) (7,896,177)Total equity attributable toequity holders of theparent (108,451) 262,449 Current liabilitiesTrade and other payables 668,021 840,051Shareholder loan 330,944 337,888Total liabilities 999,965 1,177,939 TOTAL EQUITY AND LIABILITIES 890,514 1,440,388 Share Share Share Premium based Other Retained capital account payments reserves earnings Total reserve £ £ £ £ £ £Audited at 1 October 2012 905,065 7,160,948 80,146 9,696 (8,285,704) (129,849) Total comprehensiveincome/(expense) for the period - - - 6,638 2,742 9,380 Unaudited at 31 March 2013 905,065 7,160,948 80,146 16,334 (8,282,962) (120,469) Total comprehensiveexpense for the period - - - (5,136) 386,785 381,649 Transactions with owners:Shares issued - - - -Share based payments - - 1,269 - - 1,269Audited as at 1 October 2013 905,065 7,160,948 81,415 11,198 (7,896,177) 262,449 Total comprehensiveincome for the period - - (4,541) 13,842 (386,201) (370,900) Unaudited at 31 March 2014 905,065 7,160,948 76,874 25,040 (8,276,378) (108,451) All equity is attributable to equity shareholders of the parent. Share premium Represents amounts subscribed for share capital in excess of its nominalvalue, net of directly attributable issue costs. Share based payment reserve Represents the reserve account, which is used for the corresponding entry tothe share based payment charge through the Statement of Comprehensive Income. Group - Other reserves Merger Currency Shares held Total reserve reserve by ESOP £ £ £ £ Audited At 1 October 2012 16,000 (1,763) (4,541) 9,696Transactions with owners:Total comprehensive income - - - -for theperiod Unaudited at 31 March 2013 16,000 (1,763) (4,541) 9,696Total comprehensive incomefor theperiod - 1,502 - 1,502Audited as at 30 September 16,000 (261) (4,541) 11,1982013Total comprehensive incomefor theperiod - 13,842 - 13,842At 31 March 2014 16,000 13,581 (4,541) 25,040Merger reserve Represents the difference between the fair value and nominal value of theequity consideration provided in exchange for 90% or more of the equityinstruments acquired in another entity. Foreign currency translation reserve The translation reserve represents the exchange gains and losses that havearisen on the retranslation of overseas operations. Shares held by ESOP These relate to shares held by the Pentagon Employee Share Ownership Plan andare used to assist in meeting the Group's obligations under employeeremuneration schemes. Unaudited Unaudited six months ended six months ended 31 March 2014 31 March 2013 £ £ Operating activities(Loss)/profit before tax (380,050) 2,788Depreciation of property, plant and equipment 38,688 1,243Share based payments - -Exchange adjustment (11,910) 6,638 Changes in working capital:Decrease in inventories 9,224 540(Increase)/decrease in trade and other receivables 543,909 (1,069,196)Increase/(decrease) in trade and other payables (172,031) 1,038,146Net finance cost/(income) - 7,864Net cash used in operating activities 27,930 (11,977) Investing activitiesPayments to acquire property, plant and equipment (19,931) -Net cash used in investing activities (19,931) - Financing activitiesDecrease in shareholder loan (6,944) (49,381)Interest paid - (7,864)Net cash used in financing activities (6,944) (57,245) Taxation (151) (46) Net increase/(decrease) in cash and cash equivalents 904 (69,268) Cash and cash equivalents at the start of the period 9,529 114,954Cash and cash equivalents at the end of the period 10,433 45,686 1 General information Pentagon Protection Plc (`the Company') and its subsidiaries (together `the Group') specialise in the supply and installation of anti-shatter/safety films, bomb blast protection, security and solar control films as well as opaque privacy films and manifestation graphics and the provision of bespoke security consultancy for high risk project management. They are also involved in Assessment and Examination (A&E) projects. The Company is a publicly quoted company incorporated and domiciled in England. The address of its registered office is Solar House, Amersham Road, Chesham, Buckinghamshire HP5 1NG. The Company is quoted on AIM. This consolidated interim financial information was approved for issue on 10 July 2014. 2 Accounting policies 2.1 Basis of preparation The interim consolidated financial information comprises the consolidated Statements of Financial Position at 31 March 2014 and 30 September 2013 and the consolidated Statements of Comprehensive Income, Changes in Equity and Cash Flows for the periods ended 31 March 2014 and 31 March 2013 and the related notes of Pentagon Protection Plc, (hereinafter referred to as 'the interim financial information'.) The interim financial information has been prepared in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. In preparing this information, management have used the accounting policies set out in the Group's annual financial statements as at 30 September 2013. This interim financial information does not constitute a set of statutory accounts under the requirements of the Companies Act 2006 and is neither audited nor reviewed. The comparative figures for the financial year ended 30 September 2013 are an extract from the Group's 2013 financial statements, which have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified. This document (the Interim Statement 2014) will be published on the company's website and will be publicly available from the London Stock Exchange regulatory publications. The maintenance and integrity of the Pentagon Protection Plc website is the responsibility of the directors. Legislation in the UK governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions. 2.2 Going concern The Group has net liabilities of £108,451 as at 31 March 2014. The financial statements have been prepared on the going concern basis and take in to account the disposal of 22 May 2014 and the assumption that the shareholder resolutions are passed on 11 July 2014 and that the subsequent placing of shares is successful. 3 Business and geographical segments Based on the risks and returns the directors consider that the primaryreporting format is by business segment. Results by business segment areas follows: Unaudited Unaudited six months ended six months ended 31 March 2014 31 March 2013 £ £ Protective Film and AnchoringTurnover 235,204 1,053,643Cost of sales (216,999) (687,637)Gross profit 18,205 366,006Overheads (net) (283,156) (294,249)Operating (loss)/profit (264,951) 71,757 Security Products and ServicesTurnover 361,208 693,158Cost of sales (226,470) (483,725)Gross profit 134,738 209,433Overheads (124,975) (242,596)Operating profit/(loss) 9,763 (33,163) Group Operating Expenses (net)Overheads (124,860) (27,942) TotalsTurnover 596,412 1,746,801Cost of sales (443,470) (1,171,362)Gross profit 152,942 575,439Overheads (532,992) (564,787)Operating (loss)/profit (380,050) 10,652 Assets and liabilities by business segment are as follows: Unaudited Audited 31 March 30 September 2014 2013 £ £ Protective Film and AnchoringTotal assets 694,649 995,179Total liabilities (855,974) (1,003,754)Depreciation and amortisation in period 3,035 2,755Capital expenditure - 22,289 Security Products and ServicesTotal assets 195,865 445,209Total liabilities (142,991) (174,185)Depreciation and amortisation in period 825 10,906Capital expenditure - 200 TOTAL ASSETS 890,514 1,440,388 TOTAL LIABILITIES (998,965) (1,177,939) All of the business assets are located in the United Kingdom. The secondaryreporting format is by geographicsegment based on location of customers. External revenue by segment is asfollows: Unaudited Unaudited six months six months ended ended 31 March 2014 31 March 2013 £ £ United Kingdom 412,456 554,188Americas 163,741 291,857Europe 3,238 569,548Africa and Middle East 7,937 295,288Far East 9,040 35,920 596,412 1,746,801 4 Cash and cash equivalents For the purpose of the consolidated interim cash flow statement, cash and cashequivalents are comprisedof the following: Unaudited Unaudited 31 March 31 March 2014 2013 £ £ Cash at bank and in hand 10,433 9,529 5 Share capital Unaudited Unaudited six months six months ended ended 31 March 2014 31 March 2013 £ £ Issued and fully paid As at 30 September 2013 and at 31 March 2014 Ordinary shares (11,133,908 shares of 1p each) 111,339 111,339 Deferred shares (8,819,181 shares of 9p each) 793,726 793,726 905,065 905,065 6 Dividends paid and proposed Equity dividends on ordinary shares: No interim dividend was paid or is proposed for the half year ended 31 March 2014. 7 (Loss per share)/Profit The calculations of (loss)/profit per share are based on the following resultsand number of shares: Unaudited Unaudited six months six months ended ended 31 March 2014 31 March 2013 £ £ (loss)/profit for the financial period (380,201) 9,380 Weighted average number of sharesfor diluted loss per share 10,575,836 10,575,836 Weighted average number of sharesfor basic loss per share 10,575,836 10,575,836 At 31 March 2014, the number of ordinary shares in issue was11,133,908. In accordance with the provisions of IAS 33 for the periods ended 31 March2014, 30 September 2013 and31 March 2013, shares under option were not regarded as dilutive in calculatingearnings per share. 8 Seasonality of interim operations Pentagon Protection Plc does not operate in a seasonal orcyclical business environment.