Last checked at 29 Aug 2013 16:01
29 August 2013
One Delta plc
(the "Company")
Condensed unaudited interim financial statements for the six months ended 31 May 2013
Chairman's Statement
I am pleased to present the unaudited results for the six months ended 31 May 2013.
Restructuring
I can report that the proposals made in the Annual Report for the fourteen months ended 30 November 2012 (the "Report") were passed at the Extraordinary General Meeting of the Company held on 23 April 2013. The Buyback Contract (as defined in the Report) has therefore been executed and the Company's holding in the UK trading subsidiary, One Delta Limited (the "subsidiary" or "ODL"), is now approximately 51.5%. As a consequence the Company has taken 15,000,005 Ordinary no par value shares into treasury.
The Company maintains a keen interest in the operation of ODL, and an agreement between the Company, ODL, Phil Dale, Richard Ludford and Sean Reel governs how the subsidiary is now run.
Financial Performance
The Company continues to be operated on a tight budget and the Board has maintained costs at a minimal level. No director or consultant has received any remuneration (other than the shares referred to in the reverse documentation published in December 2011) since the acquisition of ODL.
The results for the six months to 31 May 2013 show sales revenues of £14,383 and losses for the period of £109,578, resulting in a remaining cash balance of £56,317.
The level of revenue generated by the subsidiary continues to be disappointing. Whilst enquiries are being received for the supply of product and ODL's pricing structure appears to be competitive, the conversion of quotations into sales remains slow.
The subsidiary's fencing and construction products have been well received by the relevant industries and feedback in respect of the limited amount of product sold is positive but ODL continues to miss its own sales targets.
The acoustic qualities of the Dale Fence are above industry standard and have attracted interest from utility and transport companies. However, the decision-making process in relation to new product within these industries appears to be lengthy.
That said, the subsidiary's sales team remains active and is hopeful of generating improved sales revenues in the near future. Indeed, pursuing its strategy of joining with existing fencing companies ODL's products have recently been included in the brochure of a nationwide fencing company and are being marketed by other more localised entities.
Outlook
The restructuring of the Company, referred to above, has provided it with the capacity to consider other opportunities into which it might wish to diversify.
The Board has looked at a number of potential transactions and business opportunities that would allow the Company to expand its activities but to date these have not proved satisfactory.
The Board is also mindful of the financial position of the Company and, given the monthly burn rate of approximately £10,400, is working on a strategy to raise further capital to maintain the Company's liquidity as a going concern and the working capital at an acceptable level.
Roger Maddock
Chairman
Enquiries:
One Delta plc | |
Roger Maddock, Executive Chairman Roger King, Executive Director | Tel: +44 (0) 7841 672 621 Tel: +44 (0) 1534 753 400 |
Sanlam Securities UK Limited (Nominated Adviser and Broker) | |
Simon Clements/Virginia Bull | Tel: +44 (0) 20 7628 2200 |
Consolidated statement of comprehensive income
| Unaudited six months ended 31 May 2013 | Unaudited six months ended 31 May 2012 | Audited fourteen months ended 30 November 2012 | |
Notes | £ | £ | £ | |
Sales income | 4 | 14,383 | 1,624 | 33,318 |
Cost of sales | (1,016) | - | (39,773) | |
Gross profit/(loss) | 13,367 | 1,624 | (6,455) | |
Rental income | 4 | 5,667 | - | - |
Rental expenses | - | - | (11,054) | |
Other income | 4 | - | - | 478 |
Other expenses | (124,832) | (311,241) | (753,571) | |
Impairment of goodwill | - | - | (1,135,755) | |
Amortisation of intangible asset | (5,000) | - | (10,000) | |
Net loss on ordinary activities before taxation | (110,798) | (309,617) | (1,916,357) | |
Taxation | - | - | - | |
Net (loss) and total comprehensive income | (110,798) | (309,617) | (1,916,357) | |
Attributable to: | ||||
Owners of the Company | 2 | (109,578) | (309,617) | (1,916,357) |
Non-controlling interest | (1,220) | - | - | |
(110,798) | (309,617) | (1,916,357) | ||
Basic (loss) per share (pence) | 2 | (0.39) | (1.4) | (7.3) |
Notes
The Company has no recognised gains or losses other than those disclosed in the Consolidated statement of comprehensive income.
Statement of Financial Position
(unaudited) | (unaudited) | (audited) | ||
31 May | 31 May | 30 November | ||
2013 | 2012 | 2012 | ||
Notes | £ | £ | £ | |
Non-current assets | ||||
Goodwill | 300,000 | 1,468,981 | 300,000 | |
Intangible asset | 35,000 | - | 40,000 | |
335,000 | 1,468,981 | 340,000 | ||
Current assets | ||||
Inventory | 17,415 | 13,351 | 16,818 | |
Other receivables | 21,158 | 90,258 | 15,708 | |
Cash and cash equivalents | 56,317 | 303,904 | 149,750 | |
94,890 | 407,513 | 182,276 | ||
Creditors - amounts falling due within one year | ||||
Other payables | (72,611) | (49,101) | (54,199) | |
Net current assets | 22,279 | 358,412 | 128,077 | |
Total net assets | 357,279 | 1,827,393 | 468,077 | |
Equity | ||||
Stated capital | 5 | 5,326,952 | 5,117,660 | 5,326,952 |
Capital reserve | (706,395) | (706,395) | (706,395) | |
Issue costs reserve | (679,868) | (679,868) | (679,868) | |
Revenue reserve | (3,565,304) | (1,904,004) | (3,472,612) | |
Equity attributable to owners of the Company | 375,385 | 1,827,393 | 468,077 | |
Non-controlling interest | (18,106) | - | - | |
Total equity | 357,279 | 1,827,393 | 468,077 | |
Statement of Cash Flows
(unaudited) | (unaudited) | (audited) | ||
Six months ended | Six months ended | Fourteen monthsended | ||
31 May 2013 | 31 May 2012 | 30 November 2012 | ||
£ | £ | £ | ||
Cash flow from operating activities | ||||
Sales income | 14,383 | 1,624 | 33,548 | |
Cost of sales | (1,016) | - | - | |
Rental income | 5,667 | 5,102 | 478 | |
Purchase/(depletion) of stock | (597) | - | (15) | |
Rental expenses | - | - | (10,445) | |
Other expenses | (111,870) | (296,447) | (603,233) | |
Net cash (outflow) from operating activities | (93,433) | (289,721) | (579,667) | |
Taxation paid | - | - | - | |
Cash flow from investing activities | ||||
Cash from acquisition of subsidiary | - | 107,832 | 107,832 | |
Interest income received | - | - | - | |
Deposit recovered | - | - | - | |
Net cash inflow from investing activities | - | 107,832 | 107,832 | |
(Decrease) in cash before financing | (93,433) | (181,889) | (471,835) | |
Cash flow from financing activities | ||||
Shares issued | - | 213,750 | 223,750 | |
Loan payments received | - | 78 | 87,739 | |
Redemption of shares | - | - | - | |
Net cash inflow from financing activities | - | 213,828 | 311,489 | |
Net (decrease) / increase in cash and cash equivalents | (93,433) | 31,939 | (160,346) | |
Cash and cash equivalents at the start of the period | 149,750 | 271,964 | 310,096 | |
Cash and cash equivalents at the end of the period | 56,317 | 303,903 | 149,750 | |
Statement of changes in equity
Issue | Non- | ||||||
Stated | Capital | costs | Revenue | controlling | Total | ||
capital | reserves | reserve | reserve | Total | interest | equity | |
£ | £ | £ | £ | £ | £ | £ | |
For the six months ended 31 May 2013 (unaudited) | |||||||
At 1 December 2012 | 5,326,952 | (706,395) | (679,868) | (3,472,612) | 468,077 | - | 468,077 |
Loss for the period | - | - | - | (109,578) | (109,578) | (1,220) | (110,798) |
Transfer to non-controlling interest | - | - | - | 16,886 | 16,886 | (16,886) | - |
At 31 May 2013 | 5,326,952 | (706,395) | (679,868) | (3,565,304) | 375,385 | (18,106) | 357,279 |
For the six months ended 31 May 2012 (unaudited) | |||||||
At 1 December 2011 | 3,208,910 | (706,395) | (679,868) | (1,594,387) | 228,260 | - | 228,260 |
Loss for the period | - | - | - | (309,617) | (309,617) | - | (309,617) |
Issue of consolidation shares | 1,700,000 | - | - | - | 1,700,000 |
- |
1,700,000 |
Issue of participation shares | 208,750 | - | - | - | 208,750 |
- |
208,750 |
At 31 May 2012 | 5,117,660 | (706,395) | (679,868) | (1,904,004) | 1,827,393 | - | 1,827,393 |
For the fourteen months ended 30 November 2012 (audited) | |||||||
At 1 October 2011 | 3,208,910 | (706,395) | (679,868) | (1,556,255) | 266,392 | - | 266,392 |
Loss for the period | - | - | - | (1,916,357) | (1,916,357) | - | (1,916,357) |
Issue of fee shares | 209,292 | - | - | - | 209,292 | - | 209,292 |
Issue of consolidation shares | 1,700,000 | - | - | - | 1,700,000 |
- | 1,700,000 |
Issue of participation shares | 208,750 | - | - | - | 208,750 |
- | 208,750 |
At 30 November 2012 | 5,326,952 | (706,395) | (679,868) | (3,472,612) | 468,077 | - | 468,077 |
Notes to the financial statements
1. Accounting Policies
(a) Basis of preparation
The consolidated interim financial statements have been prepared under the historical cost convention, as modified to include the revaluation of quoted investments and investment properties and 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.
The interim financial information has been prepared in accordance with IAS 34 "Interim financial reporting" as adopted by the European Union.
The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 31 May 2013 are the same as those followed in the preparation of the Group's annual financial statements for the fourteen months ended 30 November 2012 and are those the Group expect to apply into financial statements for the year ending 30 November 2013.
The seasonality or cyclicality of operations does not impact on the interim financial information.
(b) Basis of consolidation
The accompanying financial statements and related notes present the consolidated financial position as of 31 May 2013 and the consolidated results of the operations, cash flows and changes in equity, for the period ended 31 May 2013. All significant intercompany transactions have been eliminated.
2. (Loss) per share
Basic earnings per share amounts are calculated by dividing the net loss for the period attributable to ordinary equity holders of the Company by the weighted average number of participating ordinary shares outstanding during the year.
Diluted earnings per share are not applicable to the Company, since there is only one participating class of share issued by the Company.
The following reflects the income and share data used in the basic earnings per share computation:
31 May | 31 May | 30 November | |
2013 | 2012 | 2012 | |
Loss attributable to ordinary shareholders | (£109,578) | (£309,617) | (£1,916,357) |
Weighted average number of shares in issue |
28,442,487 |
22,735,657 |
26,366,056 |
Basic (loss) per share | (0.39p) | (1.4p) | (7.3p) |
3. Operating segment
The Company is currently in the early stages of developing its technology and hence only has one operating segment.
4. Income
Six months ended | Six months ended | Fourteen months ended | |
31 May 2013 | 31 May 2012 | 30 November 2012 | |
£ | £ | £ | |
Sales income | 14,383 | 1,624 | 33,318 |
Rental income | 5,667 | - | - |
Other income | - | - | 478 |
20,050 | 1,624 | 33,796 |
5. Stated capital
The Company is a no par value ('NPV') company
31 May 2013 | 31 May 2012 | 30 November 2012 | |
Authorised: | Number | Number | Number |
Founder shares | 10 | 10 | 10 |
99,999,990 Participating shares | 99,999,990 | 99,999,990 | 99,999,990 |
100,000,000 | 100,000,000 | 100,000,000 | |
Issued and fully paid: | Number | Number | Number |
Founder shares | 2 | 2 | 2 |
Participating shares | 31,574,356 | 31,574,356 | 31,574,356 |
All costs associated with the issue of shares have been taken to the issue costs reserve.
6. Copies of the interim results
Copies of the half-yearly results will be available from the Company's registered office PO Box 264, JP Morgan House, Grenville Street, St. Helier, Jersey JE4 8QT, and will be available from the Company's website www.onedeltaplc.com.