Last checked at 29 Jun 2012 16:59
29 June 2012
One Delta plc
("One Delta" or the "Company")
Condensed unaudited interim financial statements for the six months ended 31 March 2012
Chairman's Statement
I am pleased to present the unaudited results for the six months ended 31 March 2012.
Since completing the transaction to acquire One Delta Limited on 12 January 2012; the Board and the executive management team have been focused on developing the business to take advantage of the structural changes that are occurring in the plastic recycling sector.
The requirement for individuals and corporates to be more environmentally focused and the need for tight cost controls are increasing the value of the Company's IP, products and market position in the growing plastic recycling sector. In addition, landfill tax has now increased to £64 per tonne, which is putting more pressure on waste management companies to maximize the volume of material that is recycled. These incentives are continuing to work in the Company's favourand this is being reflected in the number of discussions with waste management companies, retailers and recyclers.
The general economic pressures that we are currently facing have, however, increased the sales cycles for innovative products, such as those being introduced by the Company. The Company has encouragingly been asked to quote on a number of projects and is hopeful that it will convert these into revenue in the near future.
Over the past year, One Delta Limited has made considerable progress in securing test data and approvals necessary to secure major contracts. Testing has been completed for fire, UV, thermal, acoustic and ballistic. I am pleased to confirm all these tests have now been successfully completed and we have particularly positive results in two areas. Our PXP product showed particularly high levels of performance in the acoustic and ballistic testing. Testing to NATO military standard (STANAG 2920/V50) showed PXP providing resistance to fragments travelling at 344 metres per second. This provides the basis of using the Dale Fence to defend against explosions. In the acoustic tests (BS EN ISO 717-1) the Dale Fence achieved industry-leading performance at 36dB loss. This opens up a range of applications including reducing noise pollution from transport, building and live events.
Commercialising the products has been a major focus for the Company with the launch of the Dale Fence at the Counter Terror Expo in May this year. The Dale Fence and PXP were featured on three companies' stands and led to a number of new customer and partner enquiries. I am also pleased that International interest is showing that One Delta will have a truly global market. The Company has been approached by a number of companies to partner both in the UK and overseas. Two agency agreements have been signed for Japan and Denmark. In addition, products have been exhibited in Japan recently resulting in requests for further samples and quotes. In the UK, a number of business development associates have been appointed to help develop sales in specific sectors.
I am pleased to inform shareholders that the Company has signed its first order for the Dale Fence with Fresh Wharf Estates [Limited] ("Fresh Wharf"), a major landowner and developer based in Essex. Fresh Wharf has ordered 140m of fencing. The contract with Fresh Wharf is strategically important as it is the first such order for this product and provides proof of market acceptance for the product. The Dale Fence offers a new, sustainable product for security, crowd control, property and event management fencing. The Company hopes to receive further orders of this nature in the short to medium term.
As explained previously, the business model is to bring together the best technology to turn waste plastics into valuable products. As an early stage company we believe the best way to achieve this is by working with partners who have access and experience of markets. These commercial partners will accelerate the adoption of the Company's products.
The Board maintains a close control on the costs of the Company and costs remain in line with the management's expectations. As the business converts sales and secures revenues from partner relationships; the Company's low cost base will allow the maximum amount to reach the bottom line.
I would like to record my thanks to the Company's advisory board, which have provided sage advice and introductions, which will benefit the future of the Company.
Sean Reel
Executive Chairman
29 June 2012
For further information please contact:
One Delta plc | |
Sean Reel, Executive Chairman | Tel: +44 (0) 845 0945 623 |
Roger King, Executive Director | Tel: +44 (0)1534 511 750 |
Merchant Securities Limited (Nominated Adviser and Broker) | |
Simon Clements / Virginia Bull | Tel: +44 (0) 20 7628 2200 |
Statement of Comprehensive Income for the six months ended 31 March 2012
(unaudited) | (unaudited) | (audited) | ||
Six months ended 31 March 2012 | Six months ended 31 March 2011 | Year ended 30 September 2011 | ||
Total | ||||
Notes | £ | £ | £ | |
Interest income | 4 | - | 2,114 | 2,290 |
Rental income | - | 383 | 380 | |
Investment management fee | 5 | - | (6,182) | (88,288) |
Rental expenses | - | - | (70) | |
Other income | 3,036 | 51,800 | 15,795 | |
Other expenses | (310,260) | - | (201,362) | |
Net loss on ordinary activities before taxation | (307,926) | 48,115 | (271,255) | |
Taxation | 2 | - | - | - |
Provision for winding down expenses | - | - | 265,524 | |
Net (loss) / profit and total comprehensive income | 3 | (307,926) | 48,115 | (5,731) |
Basic (loss) / earnings per share (pence) | 3 | (0.22) | 2.2 | (0.2) |
Notes
(a) The total column of this statement represents the profit and loss of the Company.
(b) The Company has no recognised gains or losses other than those disclosed in the Statement of Comprehensive Income.
Statement of Financial Position for the six months ended 31 March 2012
(unaudited) | (unaudited) | (audited) | ||
31 March | 31 March | 30 September | ||
2012 | 2011 | 2011 | ||
Notes | £ | £ | £ | |
Non-current assets | ||||
Goodwill | 1,468,981 | - | - | |
Current assets | ||||
Other receivables | 18,210 | 1,275 | 3,375 | |
Loans | 97,368 | - | - | |
Stock | 16,478 | - | - | |
Cash and cash equivalents | 332,004 | 1,688,243 | 310,096 | |
464,060 | 1,689,518 | 313,471 | ||
Creditors - amounts falling due within one year | ||||
Other payables | (65,825) | (84,545) | (47,079) | |
Net current assets | 398,235 | 1,604,973 | 266,392 | |
Total net assets | 1,867,216 | 1,604,973 | 266,392 | |
Equity | ||||
Stated capital | 6 | 5,117,660 | 4,493,645 | 3,208,910 |
Capital reserve | (706,395) | (706,395) | (706,395) | |
Issue costs reserve | (679,868) | (679,868) | (679,868) | |
Revenue reserve | (1,864,181) | (1,502,409) | (1,556,255) | |
Total shareholders' funds (all equity) | 7 | 1,867,216 | 1,604,973 | 266,392 |
Net asset value per share (pence) | 7 | 5.9 | 72.0 | 5.2 |
Cash Flow Statement for the six months ended 31 March 2012
(unaudited) | (unaudited) | (audited) | ||
Six months ended | Six months ended | Yearended | ||
31 March 2012 | 31 March 2011 | 30 September 2011 | ||
£ | £ | £ | ||
Cash flow from operating activities | ||||
Cash received from insurance claim | - | 1,099,997 | - | |
Rental income received | - | 2,292 | 2,268 | |
Deposit interest received | - | - | 2,529 | |
Other income | 3,036 | - | 15,787 | |
Investment management fees paid | - | - | (88,288) | |
Rental expenses | - | - | (70) | |
Other expenses | (297,810) | (201,138) | (224,692) | |
Net cash (outflow) / inflow from operating activities | (294,774) | 901,151 | (292,466) | |
Taxation paid | - | - | - | |
Cash flow from investing activities | ||||
Cash from acquisition of subsidiary | 107,832 | - | - | |
Interest income received | - | 2,321 | 2,529 | |
Deposit recovered | - | - | 1,099,997 | |
Net cash inflow from investing activities | 107,832 | 2,321 | 1,102,526 | |
(Decrease) / increase in cash before financing | (186,942) | 903,472 | 810,060 | |
Cash flow from financing activities | ||||
Shares issued | 213,750 | - | 150,000 | |
Loans repaid | (4,900) | - | - | |
Redemption of shares | - | - | (1,434,735) | |
Net cash inflow / (outflow) from financing activities | 208,850 | - | (1,284,735) | |
Net increase / (decrease) in cash and cash equivalents | 21,908 | 903,472 | (474,675) | |
Cash and cash equivalents at the start of the period | 310,096 | 784,771 | 784,771 | |
Cash and cash equivalents at the end of the period | 332,004 | 1,688,243 | 310,096 | |
Statement of changes in equity for the six months ended 31 March 2012
Stated | Capital | costs | Revenue | ||
capital | reserves | reserve | reserve | Total | |
£ | £ | £ | £ | £ | |
For the six months ended 31 March 2012 (unaudited) | |||||
At 1 October 2011 | 3,208,910 | (706,395) | (679,868) | (1,556,255) | 266,392 |
Loss for the period | - | - | - | (307,926) | (307,926) |
Acquisition of subsidiary | 231,019 | 231,019 | |||
Issue of consolidation shares | 1,700,000 | - | - | 1,700,000 | |
Issue of participation shares | 208,750 | - | - | - | 208,750 |
At 31 March 2012 | 5,117,660 | (706,395) | (679,868) | (1,864,181) | 1,867,216 |
For the six months ended 31 March 2011 (unaudited) | |||||
At 1 October 2010 | 4,493,645 | (706,395) | (679,868) | (1,550,524) | 1,556,858 |
Profit for the period | - | - | - | 48,115 | 48,115 |
At 31 March 2011 | 4,493,645 | (706,395) | (679,868) | (1,502,409) | 1,604,973 |
For the year ended 30 September 2011 (audited) | |||||
At 1 October 2010 | 4,493,645 | (706,395) | (679,868) | (1,550,524) | 1,556,858 |
Redemption of shares | (1,434,735) | - | - | - | (1,434,735) |
Issue of participation shares | 150,000 | 150,000 | |||
Loss for the year | - | - | - | (5,731) | (5,731) |
At 30 September 2011 | 3,208,910 | (706,395) | (679,868) | (1,556,255) | 266,392 |
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 financial statements have not been prepared using the Statement of Recommended Practice for "Financial Statements of Investment Trust Companies" as the Company holds no investments for the purpose of financial gain.
The interim financial information has been prepared in accordance with IAS 34 "Interim financial reporting" as adopted by the European Union. The standards have been applied consistently except for the basis of consolidation.
(b) Basis of consolidation
The accompanying financial statements and related notes present the consolidated financial position as of March 31, 2012 and the consolidated results of the operations, cash flows, changes in partners' capital, comprehensive income and changes in accumulated other comprehensive income for the period ended March 31, 2012. All significant intercompany transactions have been eliminated.
(c) Inventory
Inventory is valued at the lower of cost and net realisable value.
(d) Incomplete accounting
The initial accounting for the business combination is still incomplete as the directors are assessing the fair value of the identifiable intangible assets acquired. These intangibles include licenses to exploit patents.
2. (Loss) / earnings 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:
March 2012 | March 2011 | September 2011 | |
(Loss)/profit attributable to ordinary shareholders | £(307,926) | £15,547 | £(5,731) |
Weighted average of shares in issue | 13,910,336 | 2,230,637 | 2,869,107 |
Basic (loss)/earnings per share | (2.2)p | 2.2p | (0.2)p |
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 | Year ended | |
31 March 2012 | 31 March 2011 | 30 September 2011 | |
£ | £ | £ | |
Deposit interest | - | 2,114 | 2,290 |
Other income | 3,036 | 51,800 | 15,795 |
Rental income | - | 383 | 380 |
3,036 | 54,297 | 18,465 |
5. Management fee
Six months ended | Six months ended | Year Ended | |
31 March 2012 | 31 March 2011 | 30 September 2011 | |
£ | £ | £ | |
Management fee | - | 6,182 | 88,288 |
The management fee is no longer applicable.
6. Stated capital
The Company is a no par value ('NPV') company
31 March 2012 | 31 March 2011 | 30 September 2011 | |
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 | 2,230,637 | 5,098,830 |
All costs associated with the issue of shares have been taken to the issue costs reserve.
| Note | Number of shares | Share Capital £ |
Opening balance at 1 October 2011 | 5,098,830 | 3,208,910 | |
On 23 December 2011 | (i) | 21,250,002 | 1,700,000 |
On 23 December 2011 | (ii) | 3,446,875 | 208,750 |
On 23 December 2011 | (iii) | 1,778,649 | - |
At 31 March 2012 | 31,574,356 | 5,117,660 |
(i) Refer to note 7 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 ordinary shares at £0.08 per share.
(iii) On 23 December 2011, the Group issued 1,778,649 ordinary shares in exchange for fees valued at £50,000.
7. Acquisition
On 23 December 2011 the Company acquired the entire shareholding of One Delta Limited. The consideration of £1,700,000 was met by the issue of 21,250,002 shares in One Delta plc. to the previous shareholders of One Delta Limited. The results of One Delta Limited are included within these financial statements.
£ | £ | |
Cost | 1,700,000 | |
Cash | 107,832 | |
Accounts receivable | 121,005 | |
Accounts payable | (15,218) | |
Inventory | 17,400 | |
231,019 | ||
Goodwill | 1,468,981 |