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Half Yearly Report

29 Aug 2013 16:01

RNS Number : 7923M
One Delta PLC
29 August 2013
 



 

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.

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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