30 Jun 2011 13:22
30 June 2011 iPoint Media Plc ("iPoint Media" or the "Company") FINAL RESULTS
The Company announces its final results for the year ended 31 December 2010.
Chairman Robert Hayim commented: "After completing the restructuring of the Company, the board is now actively pursuing suitable businesses that could be reversed into its debt-free shell before its December deadline."
Enquiries:iPoint Media Plc +972 3606 1600Simon Marks Cairn Financial Advisers LLP +44 20 7148 7900Liam Murray / Avi Robinson CHAIRMAN'S STATEMENTThe past year has been a year of major transition for the Company during whichwe underwent a major restructuring of our debt and business. As a result ofthis the Company cancelled its outstanding debt to the holders of the £1,408,000 of unsecured loan notes and reduced the holding in its formeroperating subsidiaries (iPoint Media Ltd and All New Video (UK) Limited) toretain only a residual interest of approximately 5.48% in these companies (heldvia iPoint plc).Following the restructuring of the Company's debt and business described above,the Company changed focus to that of an investing company and adopted a newinvestment strategy, pursuant to which we will seek to acquire or invest incompanies in the technology sector in Europe, the Far East and North America.The Company intends to undertake a transaction or a series of transactions thatwill constitute a reverse takeover in accordance with the AIM Rules.
The new investment strategy was approved by shareholders at the general meeting held on 14 December 2010 and, as required by the AIM Rules, we must seek shareholder approval of the investment strategy at each annual general meeting.
Although the investment strategy is broad at the moment, the directors are confident that this will be of benefit to shareholders and we are active in assessing opportunities in accordance with this strategy. We are currently evaluating a number of projects, which we believe have the potential to fulfill our investment criteria and build shareholder value. We look forward to updating shareholders on these developments at the appropriate time.
Full details of the Company's investment strategy are available on the Company's website www.ipoint-media.co.uk.
Financials
The period under review relates to the operation of the Company's formeroperating subsidiaries (iPoint Media Ltd and All New Video (UK) Limited), inwhich, following the completion of the restructuring, the Company retains onlya minor residual interest.Following the restructuring, the Company changed focus to that of an investingcompany and is now moving ahead with its new investment strategy. Consequentlythese financial results are not reflective of the current operations of theCompany.
During the period under review the Group generated revenues of £499,326 ($771,249) for the year ended 31 December 2010 compared to £1,275,908 ($1,990,416) for the year ended 31 December 2009 and gross profit of £404,707 ($262,017) compared to £1,065,509 ($1,662,194) in 2009.
The Company's investment strategy has changed since the restructure. TheCompany is now a shell company listed on AIM. The aim is to carry out a deal byDecember 2011, for which fundraising will be required, at the very least tocover the transaction costs. However, if a deal is not carried out by December2011, the directors would have to consider the future of the Company.
Outlook
The directors believe that the Company is well placed to progress as we look to apply our new investment strategy focused on the technology sector. We have identified a number of projects and investment opportunities which are currently under assessment with a view to maximising our position as an investment company and executing a transaction to the benefit of shareholders.
I would like to take this opportunity to thank the board and our shareholders for their support throughout this transitional time for the Company.
Robert HayimActing ChairmanCONSOLIDATED INCOME STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2010 2010 2009 Notes £ £ CONTINUING OPERATIONS Administrative (528,736) (184,863)expenses Other income 100,000 - ----- ----- Operating loss (428,736) (184,863) Net finance costs (144,152) (39,032) ----- ----- Loss for the year (572,888) (223,895)from continuing operations Tax on loss on - -ordinary activities ----- ----- Net loss for the (572,888) (223,895)year DISCONTINUED OPERATIONS Loss for the year (804,420) (323,483)from discontinued operations Gain on disposal 1,496,447 -of discounted operations ----- ----- Net profit/(loss) 692,027 (323,483)for the year from discontinued operations ----- ----- Net profit/(loss) 119,139 (547,378)for the year Other comprehensive (expense)/income Translation (20,827) 49,557difference on overseas operations ----- ----- Total 98,312 (497,821)comprehensive profit/(loss) for the year ===== ===== Loss per share- basic and diluted From continuing 2 (0.38)p (0.18)poperations ===== ===== From discontinued 2 0.46p (0.26)poperations ===== =====All recognised gains and losses are included in the consolidated incomestatement.CONSOLIDATED BALANCE SHEETAS AT 31 DECEMBER 2010 2010 2009 £ £ ASSETS Non-current assets Intangible assets - 188,200 Fixed assets 49,900 -investments Property, plant and - 36,493equipment ----- ----- 49,900 224,693 Current assets Trade receivables - 278,831 Other receivables 108,699 50,985 Cash and cash 8,732 545,424equivalents ----- ----- 117,431 875,240 ----- ----- TOTAL ASSETS 167,331 1,099,933 ----- ----- EQUITY AND LIABILITIES Share capital and reserves Issued capital 623,301 593,933 Share premium 3,729,817 3,577,075 Other components of 372,973 448,175equity Merger relief 6,797,313 854,146reserve Reverse acquisition - 1,098,894reserve
Retained earnings (11,434,782) (6,758,673)
Translation reserve - (102,604) ----- ----- TOTAL EQUITY 88,622 (289,054) ----- ----- Non-current liabilities Borrowings - 430,371 ----- ----- Current liabilities Trade and other 78,709 441,636payables Amounts owed to - 6,644related parties Deferred income - 149,877 Borrowings - 360,459 ----- ----- Total current 78,709 958,616liabilities ----- ----- TOTAL LIABILITIES 78,709 1,388,987 ----- ----- TOTAL EQUITY AND 167,331 1,099,933LIABILTIES ===== =====
The financial statements were approved and authorised for issue by the Board on 30 June and were signed below on its behalf by:
R Hayim S MarksActing Chairman DirectorCONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2010 2010 2009 From continuing £ £activities Cash flows from operating activities Cash paid to (265,811) (94,057)suppliers and officers ----- ----- Cash absorbed by (265,811) (94,057)operations
Interest paid (70,934) (12,446)
Interest received - 170 ----- ----- Net cash outflow (336,745) (106,333)from operating activities Cash flows from financing activities Proceeds from issue 161,335 581,541of shares Proceeds from issue 519,002 888,870of loan notes Less: costs of (53,978) (337,489)issue Share options 5,134 -exercised
Loan to subsidiary (727,694) (585,196)
----- ----- Net cash inflow (96,201) (547,726)used in financing activities ----- ----- Net (decrease)/ (432,946) 441,393increase in cash and cash equivalents Cash and cash 441,678 285equivalents brought forward ----- ----- Cash and cash 8,732 441,678equivalents carried forward ===== ===== Represented by: Cash balances 8,732 441,678 ===== ===== From discontinued activities Cash flows from operating activities Cash receipts from 517,951 1,235,735customers Cash paid to (1,359,274) (1,608,812)suppliers and officers ----- ----- Cash absorbed by (841,323) (373,077)operations Interest paid (42,039) (13,487) ----- ----- Net cash inflow/ (883,362) (386,564)(outflow) from operating activities Cash flows from investing activities Purchase of (5,872) (23,510)equipment Exchange - 4,603differences on fixed assets depreciation and cost Cash eliminated on 344,180 -disposal of subsidiaries ----- ----- Net cash outflow 338,308 (18,907)used in investing activities Cash flows from financing activities Loan from parent 727,694 585,196 ----- ----- Net cash inflow 727,694 585,196used in financing activities Exchange - 49,557differences ----- ----- Net increase in 182,640 229,282cash and cash equivalents Cash and cash (182,640) (411,922)equivalents brought forward ----- ----- Cash and cash - £(182,640)equivalents carried forward ===== ===== Represented by: Cash balances - 103,746 Short-term - (286,386)borrowings ----- ----- - £(182,640) ===== =====CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2010 Share Share Other Translation Reverse Merger Retained Total capital premium components reserve acquisition reserve earnings of equity reserve £ £ £ £ £ £ £ £ At 1 January 530,789 3,050,777 322,760 (152,161) 1,098,894 854,146 (6,211,295) (506,090)2009 Shares issued 53,776 527,765 - - -
- - 581,541in year for cash Equity - - 162,412 - - - - 162,412component of loan notes
Shares issued 9,326 72,652 - - -
- - 81,978in year for services Shares issued 42 1,164 - - - - - 1,206on acquisition of ANV Issue of - - 23,705 - - - - 23,705share options Share issue - (75,283) (60,702) - -
- - (135,985)costs Total - - - 49,557 - - (547,378) (497,821)comprehensive income for the year At 31 593,933 3,577,075 448,175 (102,604) 1,098,894 854,146 (6,758,673) (289,054)December 2009 Shares issued 23,240 138,095 - - -
- - 161,335in year for cash Equity - - 94,841 - - - - 94,841component of loan notes
Shares issued 5,253 40,271 - - -
- - 45,524in year for services Exercise of 875 4,259 - - - - - 5,134share options Share issue - (29,883) (24,095) - -
- - (53,978)costs Shared based - - 26,508 - - - - 26,508payments Total - - - (20,827) - - 119,139 98,312comprehensive income for the year Arising on - - (172,456) 123,431 (1,098,894) 5,943,167 (4,795,248) -disposal of subsidiaries At 31 623,301 3,729,817 372,973 - - 6,797,313 (11,434,782) 88,622December 2010
NOTES TO THE FINANCIAL STATEMENTS
1. Basis of preparation
The financial information contained in this document does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. The figures for the year ended 31 December 2010 have been extracted from the audited statutory financial statements. The financial statements for the year ended 31 December 2010 received an unqualified auditors' report
2. Loss per share
The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue. Warrants and share options were excluded from the calculation of the total diluted number of shares as the impact of these is anti-dilutive.
The weighted average number of shares in the year 2010
2009were: Number Number Basic 148,970,525 124,581,644 ===== ===== £ £ Loss attributable to equity shareholders from (572,888) (223,895)continuing operations ===== ===== Profit/(loss) attributable to equity shareholders 692,027
(323,483)
from discontinued operations
===== ===== Basic and diluted loss per share - continuing (0.38)p (0.18)p ===== ===== Basic and diluted profit/(loss) per share - 0.46p (0.26)pdiscontinued ===== =====
3. Distribution of the Annual Report
A copy of the Annual Report and Financial Statements, together with a notice ofthe Annual General Meeting, will be sent to all shareholders shortly. Furthercopies will be available from the Company's registered address at LongmeadHouse Brunton, Collinbourne Kingston, Marlborough, Wiltshire SN8 3SE and fromthe Company's website, www.ipoint-media.co.uk.
XLON