Audioboom Grp. Regulatory News (BOOM)

1 May 2014

One Delta plc

("One Delta" or the "Company")

Audited Financial Statements for the year ended 30 November 2013

One Delta (AIM: ONE), which has conditionally agreed to acquire digital social media audio platform, Audioboo Limited ("Audioboo"), announces its audited financial results for the year ended 30 November 2013. The results show a loss before tax of £0.55 million on turnover of £0.02million.

Post-period end highlights

· Secured funding for investment and development purposes of £3.5 million

· Increased stake in One Delta Limited ("ODL") to 94.7%

· Entered into a conditional agreement to acquire the entire issued share capital of Audioboo by the issue of 174,537,998 new shares and warrants to subscribe for a further 18,003,696 shares at 1.5p

About Audioboo

· Social media audio platform that allows professional and amateur content producers to create and broadcast audio content

· Current channel partners include the BBC, the Telegraph and Guardian newspapers, and the Premier League

· 2.4 million registered users

Roger Maddock, Chairman of One Delta, commented:"The Company is now well positioned with cash reserves and subsidiaries to develop its investments. It is proposed that new members will join the Board as directors as a result of the acquisition of Audioboo and that the funding will be used to take the Audioboo product to its next stage and increase its market penetration and user base.

"Audioboo is a fast growing Social Media technology company which can be best described as the audio equivalent of YouTube. With the market for Social Media continuing to experience rapid and substantial growth on a global scale, Audioboo has identified many opportunities to enhance Shareholder value.

"The Board is mindful of the possibilities afforded by the existing ODL business and will continue to review the opportunities provided by the strategies partnerships and business leads."

Enquiries:

Chairman's Statement

I am pleased to present the audited results for the year ended 30 November 2013.

In its interim financial statements, announced on 29 August 2013, I reported that the Company had the ability to consider other opportunities into which it might wish to diversify. I am pleased to report that, having taken advantage of certain of these opportunities, the Company is entering a new era.

Since November 2013, it has secured funding for investment and development purposes of £3.5 million (see below) and increased its stake in One Delta Limited ("ODL") to 94.6% (see below). It has also entered into a conditional agreement to acquire the entire issued share capital of Audioboo Limited ("Audioboo").

Issue of Shares

Since the year end the Company has raised a total of £3.58 million. In November 2013 it issued 15,000,000 shares held in treasury, raising £80,000 and in March 2014 a further 254.4 million shares were issued raising £3.5 million.

These capital raisings were undertaken pursuant to the Company's revised strategy, as set out in the Notice of General Meeting posted to shareholders on 3 December 2013 and approved by shareholders at the General Meeting on 18 December 2013. The response from both new and existing investors to the capital raises and the new strategy has proved very positive.

Expansion of Business

As announced on 1 May 2014 the Company has entered into a share purchase agreement that, subject to shareholder approval, will result in the acquisition of 100% of Audioboo.

Audioboo is a social media audio platform that allows professional and amateur content producers to create and broadcast audio content. Audioboo's current channel partners include the BBC, the Telegraph and Guardian newspapers and the Premier League. Audioboo has 2.3 million registered users.

The consideration payable by the Company in respect of the Acquisition amounts to 174,537,998 new shares and warrants to subscribe for a further 18,003,696 shares at 1.5p. This is being treated as a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies. As a result the Acquisition requires the approval of shareholders and an Admission Document dated 1 May 2014 has been sent to shareholders with these financial statements for their consideration together with a notice of the Annual General Meeting to be held on 19 May 2014.

In accordance with AIM Rules relating to such an acquisition the Company requested the suspension of trading in its shares during the period of the negotiations of the reverse takeover. This period of suspension is expected to end on 2 May 2014, being the day following the announcement of the Acquisition.

If the Acquisition receives shareholder consent it is proposed that three new Directors will join the Board. Robert Proctor, CEO of Audioboo, Rodger Sargent and Simon Cole will be appointed.

Financial Performance

In the year to 30 November 2013 the results show a turnover of £22,022 and losses of £546,660 (predominantly the result of a goodwill write-down relating to ODL).

Throughout the reporting period the Company continued to support ODL in its effort to develop product likely to prove attractive to companies operating in the UK fencing sector. The limited budget and resources available made this a difficult task, as is reflected in the annual results but ODL continues to pursue a number of opportunities which might prove to be worthwhile and continues to be operated on a tight budget.

Outlook

The Company is now well positioned with cash reserves and subsidiaries to develop its investments.

It is proposed that new members will join the Board as directors as a result of the acquisition of Audioboo and that the funding will be used to take the Audioboo product to its next stage and increase the market penetration and user base. The Board is mindful of the possibilities afforded by the existing ODL business and will review the opportunities provided by the strategies partnerships and business leads.

Roger Maddock

Chairman

1 May 2014

Notes to the financial statements

1. Accounting policies

(a) Basis of preparation

The consolidated financial statements have been prepared under the historical cost convention, as modified to include revaluations, in accordance with applicable Accounting Standards as adopted by the European Union. Applicable Accounting Standards for these purposes are International Financial Reporting Standards ("IFRS"), as adopted by the European Union.

Following the group restructuring carried out after the year end and a review of the business plan and related commitments, the Directors have concluded that the Group has adequate financial resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the financial statements.

(b) Basis of consolidation

The accompanying financial statements and related notes present the consolidated financial position as of 30 November 2013 and the consolidated cash flows and comprehensive income for the year ended 30 November 2013. The results of subsidiaries acquired during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition. Where necessary, adjustments are made to the results and balances of the subsidiary to bring their accounting policies into line with those used by the Group. All intercompany transactions have been eliminated.

(c) Intangible assets

Intangible assets are initially recognised at cost. Patents and trade-marks and development and other costs are then amortised over their useful economic lives which are assessed to be 5 years. Goodwill is not amortised but is subject to an annual impairment test.

(d) Estimates and judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The most significant estimate for the company relates to the carrying value of the investment and this is disclosed further in note 9. Based on the current financial performance and future prospects of One Delta Ltd management have decided to impair the investment to £35,000, this represents the maximum potential additional impairment.

The most significant estimate for the group relates to the valuation of the goodwill and intangible assets and this is disclosed further in note 10. Based on the current financial performance and future prospects of One Delta Ltd, upon whose acquisition the goodwill arose, management have decided to impair the goodwill to £5,000 which represents the maximum potential additional impairment. Management continues to seek to develop the intellectual property of One Delta Ltd, represented by the intangible assets, and remain of the opinion that a five year useful life is appropriate. The intangible assets are valued at £30,000 and this represents the maximum potential additional write down should a successful development fail to occur.

(e) Inventory

Inventory is stated at the lower of cost and net realisable value on a FIFO basis.

(f) Currency

The results and financial position of the Group and Company are expressed in Pounds Sterling, which is the functional and presentational currency of all group companies. There were no foreign currency transactions during the current or previous financial periods.

(g) Receivables

Receivables are of a short-term nature and are accordingly stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

(h) Share capital

Founder shares

Founder shares are classified as equity. Founder shares are not eligible for participation in Company investments and carry no voting rights at general meetings of the Company.

Participating shares

Participating shares are classified as equity. Participating shares are eligible for participation in Company investments and carry voting rights at general meetings of the Company.

(i) Cash and cash equivalents

Cash and cash equivalents in the Consolidated and Company Statement of Financial Position comprise cash at banks with an original maturity of three months or less.

(j) Loans and receivables

Loans and receivables are shown on a recoverable basis. Receivables are of a short-term nature and are accordingly stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

(k) Rounding

Figures presented in the financial statements are rounded to the nearest one Pound Sterling.

(l) Revenue recognition

Income from sales is measured on an accruals basis in respect of goods supplied during the year exclusive of Value Added Tax.

(m) Changes in accounting policies

As at the date of approval of these financial statements some standards and interpretations (not listed out in view of their lack of materiality) were in issue but not yet effective. The Directors expect that the adoption of these standards and interpretations in future accounting periods will not have a material impact on the Group or Company's results.

2. Loss per share

Basic earnings per share amounts are calculated by dividing the net loss for the year attributable to ordinary equity holders of the Company by the weighted average number of participating shares outstanding during the year.

Basic and Diluted earnings per share are the same as there are no instruments in issue other than the shares used in calculating Basic earnings per share.

The following reflects the income and share data used in the basic earnings per share computation:

3. Operating segment

The subsidiary company, One Delta Limited, is currently in the early stages of developing its technology and hence only has one operating and geographical segment.

4. Other operating expenses

The loss for the year is stated after charging the following:

5. Taxation

Profits arising in the Company for the 2013 Year of Assessment will be subject to Jersey Income Tax at the rate of Nil per cent (2012: Nil per cent).

6. Other receivables 

No receivables are impaired or past due.

7. Other payables

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.

8. Stated capital

The Company is a no par value ('NPV') company

All costs associated with the issue of shares have been taken to the issue costs reserve.

(i) Refer to note 9 for details of shares issued in acquisition of One Delta Limited.

(ii) On 23 December 2011, the Group made an Offer for Subscription and raised £275,750 before expenses by issuing 3,446,875 shares at £0.08 per share.

(iii) On 23 December 2011, the Group issued 1,778,649 shares in exchange for fees valued at £142,292 which were recognised immediately in the statement of comprehensive income.

(iv) On 28 March 2013 the Company acquired 15,000,000 shares in exchange for 57 shares in One Delta Limited (being 47.5%) and then held in Treasury

(v) On 29 November 2013 the Company sold 15,000,000 shares out of Treasury for a total consideration of £80,000.

(vi) On 17 March 2014 the Company issued 233,333,333 shares to raise £3.5 million.

9. Investment in subsidiaries

The Company has the following investments in subsidiaries:

On 23 April 2013 the Company transferred 48.58% of One Delta Limited to key employees and subsequently is 51.42% owned by One Delta Plc.

The results of One Delta Limited are included within these financial statements.

The Directors have re-assessed the cost of One Delta Limited to include Intellectual Property at £50,000, to be amortised over 5 years, and have impaired the value of goodwill to £30,000 (see note 10). Goodwill will be reviewed for impairment on an annual basis.

10. Intangible assets

Included in the financial statements is Intellectual Property which has an amortised carrying value of £30,000 at the year end.

One Delta Limited has developed a portfolio of products that can be produced from waste plastic. No similar products have been sold therefore the valuation is based on known costs of £30,248 plus some unaccounted costs.

It has been estimated that the intangible asset has a useful life of 5 years and is therefore being amortised on a straight line basis at £10,000 per year with the carrying value at 30 November 2013 being £30,000.

The Directors have carefully considered both the record of sales for the Company over the accounting period and the prospect for sales in the future and consider that, in the light of the current actual level of sales of instant sandbags and the potential for the sale of specialist fencing to a major UK utility, the goodwill is more reasonably be valued at £5,000 and hence an impairment charge of £295,000 has been accounted for in the year ended 30 November 2013.

The amortisation and impairment charges are shown separately in the Company Consolidated Statement of Comprehensive Income and Consolidated Statement of Comprehensive Income.

There is only one cash generating unit thus the figures above represent the total amortisation and impairment deductions for the Company. The recoverable amount of goodwill is forecast to be £5,000 and has been calculated with reference to its value in use. The directors consider 12% to be appropriate for One Delta Limited on the basis of the anticipated risk and return.

Management forecasts are based on a 5 year period with sales expected to increase at 30% per annum until the trading year 2015/16 and at 50% per annum thereafter. Costs of sales are expected to remain at a constant percentage of sales whilst other costs are expected to increase at between 10% and 20% over the same 5 year period. Management have assumed that any future price rises in cost of sales will be negated by the ability to purchase with volume discounts.

The growth rates used in the value in use calculation reflect the rates currently experienced in the construction sector.

11. Reserves

The capital reserve arose from recognised losses on property development and holding.

The issue costs reserve arose from expenses incurred on a share issue in 2006.

12. Net cash outflow from operating activities

13. Financial instruments

The Company's financial instruments comprise fixed interest securities, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.

The main risks the Company faces from its financial instruments are (i) market price risk (comprising interest rate risk and other price risk), (ii) liquidity risk and (iii) credit risk.

The Board regularly reviews and agrees on policies for managing each of these risks. The policies for managing these risks are summarised below and have been applied throughout the year. The numerical disclosures exclude short-term receivables and payables.

(i) Interest rate risk

Interest rate movements may affect: (i) the fair value of the investments in fixed interest rate securities, and (ii) the level of income receivable on cash deposits.

The interest rate profile of the Company excluding short term receivables and payables at 30 November 2013 was as follows:

All assets above are due within one year. The intercompany loan is interest free and payable on demand.

Interest rate sensitivity

We have assumed that interest rates are unlikely to change more than 100 basis points over the next year. Likely changes in interest rates would not have a material impact on the Company.

(ii) Liquidity risk

As at 30 November 2013 the Company did not have any significant liabilities payable.

(iii) Credit risk

The Company places funds with third parties and is therefore potentially at risk from the failure of any such third party of which it is a creditor. The Company expects to place any such funds on a short-term basis only and spread these over a number of years.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

The Company's principal financial assets are fixed interest securities, other receivables and cash and cash equivalents. The maximum exposure of the Company to the credit risk is the carrying amount of each class of financial assets.

The Company has a concentration of credit risk arising from cash and cash equivalents which is all maintained with RBS International, Jersey.

14. Related party transactions

The compensation of key management personnel, including the Directors, is as follows:

Roger King and Roger Maddock beneficially hold 583,973 shares and 5,273,556 shares respectively and are Directors of the Company. At 30 November 2013 Roger King and Roger Maddock were each due £15,930.

Roger King is a Director of Anglo Saxon Trust Limited and AST Secretaries Limited, who act as administrators and company secretary respectively to the Company. Fees payable to Anglo Saxon Trust Limited for administration and accountancy services and AST Secretaries Limited for secretarial services during the year amounted to £40,285 (2012:£46,200). Balances due to Anglo Saxon Trust Limited at the year end amounted to £11,400 (2012:£2,093) and no fees were payable to AST Secretaries Limited at the year end (2012: Nil.)

At the year end One Delta Plc was owed £97,200 by One Delta Ltd (2012: £60,000.) Subsequent to the year end the loan has been capitalized and the Group's interest in the share capital of One Delta Limited increased to 94.7%.

15. Ultimate controlling party

There is no one ultimate controlling party.

16. Capital management

As a result of the ability to issue, repurchase and resell participating shares, the capital of the Company can vary depending on subscriptions to the Company and repurchases by the Company. The Company is not subject to externally imposed capital requirements and has no restrictions on the issue, repurchase and resale of participating shares. The primary objective of the Company's capital management is to ensure that it retains sufficient liquidity to enable it to meet its ongoing expense obligations in a timely manner and to ensure that there is a reasonable buffer amount available at any one time. The Company includes cash and debtors in its resources to meet its objective and generally relies on the cash flows from rental income to support this.

The Company is able to reduce its liquidity by returning cash to the shareholders in the form of a dividend or, by redeeming a portion of the Participating Shares in issue.

17. Events after the reporting period

Acquisition of Audioboo Limited

The Company has conditionally agreed to acquire Audioboo, subject to shareholder approval. The consideration payable in respect of the acquisition amounts to 174,537,998 new shares and warrants to subscribe for a further 18,003,696 shares at 1.5p.

Audioboo is a social media, Software as a Service ("SaaS") based, digital audio platform which enables the creation, broadcast and consumption of audio content across multiple global media platforms. The Directors believe that Audioboo's operations are compatible with the investment objectives of the Company.

Audioboo was formed in 2009 and its digital audio platform allows professional and amateur content producers to create and broadcast audio content; the audio equivalent of YouTube. Users listen to content via i) the Audioboo app or website; ii) embedded Audioboo proprietary software within the content partner's website and iii) social media sites such as Twitter and Facebook.

Financed by funds raised by the Company in March 2014, Audioboo will seek to rapidly grow the volume of content through the development of existing channels and the attraction of new content partner relationships. Enhanced content and the consequent growth of unique monthly listens from their current volume of 20 million per month will position Audioboo as a key destination site for users, social media partners and advertisers. Funds will also be applied to upgrading back-end technology infrastructure to enhance resilience, latency and capacity.

In view of the size and nature of the acquisition, which constitutes a reverse takeover of the Company under the AIM Rules, completion of the acquisition is conditional on receiving the approval of shareholders on the Admission of the enlarged share capital to AIM, such approval to be sought at the AGM.