28 Mar 2013 07:01
28 March 2013
Concha PLC
("Concha" or the "Company")
Interim Report for the period ended 31 December 2012
Concha PLC announces its interim results for the six months ended 31 December 2012.
No investments were made during the period, and the results show a loss of £85,000 for the period, representing the excess of overheads over investment income.
The Company continued to review potential investments and, in December 2012, the Company amended its investing policy to provide greater flexibility to develop a portfolio of investments in the technology, media and entertainment sectors. Chris Akers was appointed executive chairman in December 2012, replacing Barney Battles who resigned in order to concentrate on other roles.
Investment in Moshen Limited, placing and share consolidation
On 12 March 2013, Concha announced the proposed acquisition of a 40% interest in Moshen Limited ("Moshen") to be funded by a placing of new shares. The proposals are conditional, inter alia, on shareholder approval and a general meeting has been convened for 5 April 2013 for this purpose (full details are set out in the Circular sent to shareholders, copies of which are available from the Company's website: www.conchaplc.com). Moshen is a leading developer and distributor of digital Apps focusing on the sports, games and entertainment sectors. Concha has agreed to a pay consideration of £250,000 in cash and to provide a further £250,000 in the form of a term loan to Moshen for working capital purposes, to be funded by a placing of new shares raising up to £850,000 with existing and new investors. Moshen is experiencing significant revenue growth and has developed a strong existing client base and future pipeline.
The proposals also include a share consolidation of 1 New Consolidation Share for every 10 existing Ordinary Shares in the Company. Again further details can be found in the Circular.
Outlook
The Board of Concha looks forward to completing the acquisition of Moshen, and intends that this will be the first of a number of investments. The shares continue to be suspended from trading on AIM, and the Board is working hard to secure sufficient investments to meet the criteria to restore the shares to trading on AIM and looks forward to updating the market on such further investments in due course.
Enquiries:
Concha plc Chris Akers
| 07767 775 888 |
Strand Hanson Limited (Nominated Adviser and Joint Broker) James Harris Andrew Emmott
| 020 7409 3494 |
PeterHouse Corporate Finance (Joint Broker) Jon Levinson Lucy Williams
| 020 7926 0935 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2012
Half year to | Half year to | Year Ended | ||
31.12.2012 | 31.12.2011 | 30.06.2012 | ||
(Unaudited) | (Unaudited) | (Audited) | ||
Notes | £000's | £000's | £000's | |
Revenue | - | 94 | 479 | |
Cost of sales | - | (64) | (317) | |
----------- | ------------- | ------------ | ||
Gross profit/(loss) | - | 30 | 162 | |
Depreciation and amortisation | (5) | (4) | (23) | |
General & administrative expenses | (104) | (561) | (746) | |
Selling and Marketing expense | - | (58) | (55) | |
----------- | ------------- | ------------ | ||
Loss from operations before exceptional items | (109) | (593) | (662) | |
Exceptional write off of liabilities | - | - | (142) | |
Investment income | 24 | - | 11 | |
Loss on disposal of property, plant and equipment | - | - | (16) | |
----------- | ------------- | ------------ | ||
Loss before tax | (85) | (593) | (809) | |
Tax | - | - | - | |
----------- | ------------- | ------------ | ||
Retained Loss after tax for the year | (85) | - | - | |
Continuing Operations | ||||
Comprehensive income attributable to Continuing operations | (85) | - | - | |
Comprehensive income attributable to Discontinuing operations | - | (593) | (809) | |
----------- | ------------- | ------------ | ||
Loss for period | (85) | (593) | (809) | |
Other comprehensive income | ||||
Exchange differences on translation of foreign operations | - | - | - | |
----------- | ------------- | ------------ | ||
Total comprehensive income for the year net of taxation | 2 | (85) | (593) | (809) |
Retained loss attributable to: | ||||
Owners of the company | (85) | (593) | (809) | |
----------- | ------------- | ------------ | ||
Loss for period | (85) | (593) | (809) | |
Total comprehensive income attributable to: | ||||
Owners of the company | (85) | (593) | (809) | |
Non-controlling interest | - | - | - | |
----------- | ------------- | ------------- | ||
Total comprehensive income for the year | (85) | (593) | (809) | |
===== | ====== | ====== | ||
Loss per share | ||||
Basic and diluted (pence) | 3 | (0.0027) | (0.03) | (0.03) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012
As at | As at | As at | ||
31.12.2012 | 31.12.2011 | 30.06.2012 | ||
(Unaudited) | (Unaudited) | (Audited) | ||
Notes | £000's | £000's | £000's | |
ASSETS | ||||
Non-current assets | ||||
Other intangible assets | - | 512 | - | |
Property, plant and equipment | - | 23 | 5 | |
----------- | ------------- | ------------- | ||
- | 535 | 5 | ||
----------- | ------------- | ------------- | ||
Current assets | ||||
Inventories | - | 198 | - | |
Trade and other receivables | 793 | 180 | 762 | |
Cash and cash equivalents | 125 | 112 | 289 | |
----------- | ------------- | ------------- | ||
918 | 490 | 1,051 | ||
----------- | ------------- | ------------- | ||
TOTAL ASSETS | 918 | 1,025 | 1,056 | |
====== | ======= | ======= | ||
LIABILITIES | ||||
Current liabilities: | ||||
Trade and other payables | 206 | 263 | 259 | |
----------- | ------------- | ------------- | ||
206 | 263 | 259 | ||
Non-current liabilities | - | - | - | |
----------- | ------------- | ------------- | ||
TOTAL LIABILITIES | 206 | 263 | 259 | |
====== | ======= | ======= | ||
NET ASSETS | 712 | 762 | 797 | |
====== | ======= | ======= | ||
EQUITY | ||||
Share capital | 4 | 311 | 221 | 311 |
Deferred share capital | 1,795 | 1,795 | 1,795 | |
Share premium reserve | 13,706 | 13,527 | 13,706 | |
Share based payment reserve | - | 1,478 | - | |
Warrant reserve | - | 238 | - | |
Foreign exchange reserve | (73) | (54) | (73) | |
------------------- | ------------------- | ------------------- | ||
Retained loss | (15,027) | (16,444) | (14,942) | |
========= | ========= | ========== | ||
Equity attributable to: | ||||
Owners of the company | 712 | 762 | 797 | |
========= | ========= | ========== |
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2012
CONSOLIDATED | Share capital | Deferred Share Capital | Share premium account | Share-based payment reserve | Foreign Exchange Reserve | Warrant reserve | Retained loss | Total |
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
Balance at 1 July 2012 | 311 | 1,795 | 13,706 | - | (73) | - | (14,942) | 797 |
Loss for the period | - | - | - | - | - | - | (85) | (85) |
Exchange differences arising on translation of overseas operations | - | - | - | - | - | - | - | - |
Total comprehensive income for period | - | - | - | - | - | - | (85) | (85) |
Share capital issued | - | - | - | - | - | - | - | - |
Reversal of lapsed options and warrants | - | - | - | - | - | - | - | - |
Balance at 30 December 2012 | 311 | 1,795 | 13,706 | - | (73) | (15,027) | 712 | |
CONSOLIDATED | ||||||||
Balance at 1 July 2011 | 221 | 1,795 | 13,526 | 2,057 | (54) | 238 | (16,428) | 1,355 |
Loss for the year | - | - | - | - | - | - | (809) | (809) |
Exchange differences arising on translation of overseas operations | - | - | - | - | (19) | - | - | (19) |
Total comprehensive income for 2012 | - | - | - | - | (19) | - | (809) | (828) |
Share capital issued | 90 | - | 180 | - | - | - | - | 270 |
Reversal of lapsed options and warrants | - | - | - | (2,057) | - | (238) | 2,295 | - |
Balance at 30 June 2012 | 311 | 1,795 | 13,706 | - | (73) | - | (14,942) | 797 |
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2012
Half Year to | Half Year to | Year Ended | |
31.12.2012 | 31.12.2011 | 30.06.2012 | |
£000's | £000's | £000's | |
Cash flow from operating activities | |||
Operating loss | (85) | (593) | (809) |
Investment income | (24) | - | (11) |
Depreciation | 5 | 4 | 23 |
Profit on disposal of fixed assets | - | - | (250) |
------------- | -------------- | ---------------- | |
Operating cash flows before movements in working Capital | (104) | (589) | (1,047) |
Increase in inventories | - | (15) | 183 |
Decrease/(increase) in receivables | (31) | 34 | 188 |
Increase/(decrease) in payables | (53) | 45 | 41 |
------------- | -------------- | ---------------- | |
Net cash outflow from operating activities | (188) | (525) | (635) |
Investment income | 24 | - | 11 |
------------- | -------------- | ---------------- | |
Net cash flow from operating activities | (164) | (525) | (624) |
Cash flow from investing activities | |||
Purchase of tangible and intangible fixed assets | - | (41) | (41) |
Sale of intangible Assets | - | - | 761 |
------------- | -------------- | ---------------- | |
Net cash flow from investing activities | - | (41) | 720 |
Cash flow from financing activities | |||
Net proceeds from issue of share capital | - | - | 270 |
Loans advanced | - | - | (736) |
------------- | -------------- | ---------------- | |
Net cash flow from financing activities | - | - | (466) |
Net cash inflow (outflow) for the period | (164) | (565) | (370) |
-------------- | ---------------- | ------------- | |
Exchange differences on translation of foreign operations | - | (19) | |
Cash and cash equivalents at start of period | 289 | 678 | 678 |
-------------- | ---------------- | ------------- | |
Cash and cash equivalents at end of period | 125 | 112 | 289 |
======= | ====== | ====== |
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIOD ENDING 31 DECEMBER 2012
1. BASIS OF PREPARATION
The consolidated interim financial statements have been prepared on a going concern basis and in accordance with the recognition and measurement principles of International Financial Reporting Standards adopted for use in the European Union ("IFRS"). The accounting policies are unchanged from the financial statements for the year ended 30 June 2012.
The interim financial statements for the period ended 31 December 2012 have not been audited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2012, prepared in accordance with IFRS, have been filed with the Registrar of Companies. The Auditors' report on these accounts was unmodified, but did include matters to which the Auditors drew attention by way of emphasis without qualifying their report and did not contain any statements under section 498 of the Companies Act 2006.
This Interim Financial Report was approved by the Board of Directors on 26 March 2013.
Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ('IAS') 34 - Interim Financial Reporting as adopted by the European Union. Accordingly the interim financial statements do not include all of the information or disclosures required in the annual financial statements and should be read in conjunction with the Group's 2012 annual financial statements.
Basis of consolidation
The consolidated financial statements comprise the financial statements of Concha Plc and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
All inter-company balances and transactions have been eliminated in full.
Foreign currencies
The functional currency of each entity is determined after consideration of the primary economic environment of the entity. The group's presentational currency is Sterling (£).
Turnover and Segmental Analysis
The Group has adopted IFRS 8 which is required for all annual reports and interim financial statements starting 1 January 2009 or later.
The reportable segments identified make up all of the Group's external revenue, which is derived primarily from the design, production and sale of branded apparel. The reportable segments are an aggregation of the operating segments within the Group as prescribed by IFRS 8. The reportable segments are based on the Group's management structures and the consequent reporting to the Chief Operating Decision Maker, the Board of Directors. Our sector results are attributable to the design, production and sale of branded apparel and corporate costs. The design, production and sale of branded apparel are carried over three continental segments, Australia, Europe and United States. Corporate costs are borne by the United Kingdom. Income and expenses included in profit for the year are allocated directly or indirectly to the reportable segments. Reporting for group is subsequently split into continuing and discontinuing operations in accordance with IFRS 5 on the basis of the sale of the Company's assets agreed by the Board in November 2011.
Inter-company balances comprise arms' length transactions between operating segments making up the reportable segments. These balances are eliminated to arrive at the figures in the consolidated accounts.
2. TURNOVER AND SEGMENTAL ANALYSIS
All the Group's activity and income and expenses in the six month period ended 31st December 2012 were incurred in the United Kingdom, and relate to Concha's on going investment activities.
Half-year ended | Australia | Europe | United States | Consolidated | Continuing | Discontinuing |
31 December 2011 | £000's | £000's | £000's | £000's | £000's | £000's |
INCOME | ||||||
Sales | 54 | 34 | 6 | 94 | - | 94 |
Royalties | - | - | - | - | - | - |
------------- | ------------ | ------------ | ------------ | ----------- | ------------ | |
Total Revenue | 54 | 34 | 6 | 94 | - | 94 |
------------- | ------------ | ------------ | ------------ | ----------- | ------------ | |
Result | ||||||
Segment Result | 11 | 14 | 5 | 30 | - | 30 |
Depreciation | - | (4) | - | (4) | - | (4) |
Operating expenses | (59) | (524) | (36) | (619) | (276) | (343) |
------------- | ------------ | ------------ | ------------ | ----------- | ------------ | |
Operating loss | (48) | (514) | (31) | (593) | (276) | (317) |
------------- | ------------ | ------------ | ------------ | ----------- | ------------ | |
OTHER INCOME | ||||||
Loss before tax | (48) | (514) | (31) | (593) | (276) | (317) |
====== | ====== | ====== | ====== | ====== | ====== | |
BALANCE SHEET | ||||||
Assets | ||||||
Segment assets | 44 | 934 | 47 | 1,025 | - | - |
------------- | ------------ | ------------ | ---------------- | ----------- | ------------ | |
LIABILITIES | ||||||
Segment liabilities | (25) | (156) | (82) | (263) | - | - |
------------- | ------------ | ------------ | ---------------- | ----------- | ------------ | |
OTHER DISCLOSURES | ||||||
Capital expenditure - PPE | - | 23 | - | - | - | - |
------------- | ------------ | ------------ | ---------------- | ----------- | ------------ |
Year ended | Australia | Europe | United States | Consolidated | Continuing | Discontinuing |
30 June 2012 | £000's | £000's | £000's | £000's | £000's | £000's |
INCOME | ||||||
Sales | 71 | 402 | 6 | 479 | - | - |
Royalties | - | - | - | - | - | - |
------------- | ------------ | ------------ | ---------------- | ----------- | ------------ | |
Total Revenue | 71 | 402 | 66 | 479 | - | - |
------------- | ------------ | ------------ | ---------------- | ----------- | ------------ | |
Result | ||||||
Segment Result | (5) | 174 | (7) | 162 | - | - |
Depreciation | - | (23) | - | (23) | - | - |
Operating expenses | (92) | (673) | (36) | (801) | - | - |
------------- | ------------ | ------------ | ---------------- | ----------- | ------------ | |
Operating loss | (97) | (522) | (43) | (662) | - | - |
------------- | ------------ | ------------ | ---------------- | ----------- | ------------ | |
OTHER INCOME | ||||||
Investment revenue | - | 11 | - | 11 | ||
Exceptional costs | - | (142) | - | (142) | ||
Loss on disposal of fixed assets | - | (16) | - | (16) | ----------- | ------------ |
Loss before tax | (97) | (669) | (43) | (809) | - | - |
====== | ====== | ====== | ====== | ====== | ====== | |
BALANCE SHEET | ||||||
Assets | ||||||
Segment assets | - | 1,056 | - | 1,056 | - | - |
LIABILITIES | ||||||
Segment liabilities | (259) | (259) | - | - | ||
===== | ====== | ====== | ====== | ====== | ====== |
3. LOSS PER SHARE
The calculation of the basis and diluted earnings per share is based on the following data:
Half year to | Half year to | Year ended | |
31.12.2012 | 31.12.2011 | 30.6.2012 | |
Earnings | |||
Earnings for the purposes of basic earnings per share net loss for the | |||
period attributable to equity holders of the parent (£000's) | (85) | (593) | (809) |
Number of shares | |||
Weighted average number of ordinary shares for the purposes of basic earnings per share (millions) | 3,108.8 | 2,208.3 | 2,583.0 |
The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings. Due to the loss incurred in the period, there is no dilutive effect resulting from the issue of share options, warrants and shares to be issued.
4. SHARE CAPITAL
Number of | Nominal value |
|
shares | £000's | |
Issued and Fully Paid: | ||
As at 1 July 2011 and 1 January 2012 | 2,208,284,090 | 221 |
30 January 2012 - for cash at 0.3 pence per share | 900,000,000 | 90 |
------------------- | ------------------ | |
As at 1 July 2012 and 31 December 2012 | 3,108,284,000 | 311 |
Deferred shares | ||
As at 1 July 2011 and 1 January 2012 | 1,811,303,419 | 1,795 |
------------------- | ------------------ | |
As at 1 July 2012 and 31 December 2012 | 1,811,303,419 | 1,795 |
Total share options in issue | ||
No options were granted or exercised during the period, and there were no options in issue at 31 December 2012. | ||
Total warrants in issue | ||
All warrants in issue prior to 31st December 2011 expired prior to 30th June 2012. The only warrants in issue relate to an issue of warrants on 6th February 2012 over 900,000,000 ordinary shares as follows: | ||
Exercise Price (pence) | Expiry Date | Warrants in Issue 31 December 2012 |
0.03 | 27/02/2015 | 900,000,000 |
5. AVAILABILITY OF INTERIM RESULTS
These results were approved by the Board of Directors on 27 March 2013. Copies of this interim statement will be available to the public from the Company's registered office and website.