Last checked at 24 May 2013 11:18
Pursuit Dynamics PLC
("PDX" or the "Company")
Interim Statement for the six months ended 31 March 2013
CHAIRMAN'S STATEMENT
As I stated in the Annual Report and Accounts for 2012, following disappointing sales results, the Board has acted to restructure the Company. We have now given notice to all employees, and most have already left the Company. Hagen Gehringer stepped down from the Board in March and will leave the Company on 30 June. Under the leadership of Non-Executive Director Phil Corbishley, we have undertaken multiple processes to sell the intellectual property of PDX. The first such sale, to Olympus Automation in the area of Food and Brewing, was completed on 30 April. The Board continues to work to realise value by selling the rest of the Group's intellectual property portfolio.
Alongside the sale of IP, we have now eliminated most of the liabilities associated with PDX and expect most, if not all, liabilities to be eliminated by the end of June. The Board continues to consider options to create value for shareholders and will report on these in due course.
Many employees served PDX with loyalty and dedication over the years, and it is to be regretted that we could not achieve a better result for them and for our shareholders. I am grateful for the support of my fellow Board members, Phil Corbishley and Paul Banner, during these difficult times.
Financial highlights
PDX raised £5.4 million net of fees through a placing and open offer in December 2012. As a result of this fund raising total cash amounts to £5.6 million. Net assets amount to £3.8 million.
Revenue associated with discontinued activities amounted to £0.6 million. Total cash operating loss for the period for both continued and discontinued activities amounted to £3.3 million which includes costs associated with redundancies, contract terminations and closure costs amounting to £1.2 million.
Dr Bernard Bulkin
Chairman
Pursuit Dynamics PLC
For further information, please contact:
PDX +44 (0)1480 422 050
Dr Bernard Bulkin, Chairman
Hagen Gehringer, CEO
Cenkos Securities plc +44 (0)20 7397 8900
Ian Soanes
Max Hartley
CONSOLIDATED INCOME STATEMENT
for the six months ended 31 March 2013
Note | Six months ended 31 March 2013 Unaudited £ | Year ended 30 September 2012 Audited £ | Six months ended 31 March 2012 Unaudited £ | |
Continuing operations | ||||
Revenue | - | 945 | - | |
Operating expenses | (274,091) | (1,030,203) | (546,197) | |
Operating loss before non-cash expenses | (274,091) | (1,029,258) | (546,197) | |
Non-cash operating expenses: | ||||
Share option compensation charge | (18,040) | (154,825) | - | |
Total non-cash operating expenses | (18,040) | (154,825) | - | |
Total operating expenses | (292,131) | (1,185,028) | (546,197) | |
Operating loss | (292,131) | (1,184,083) | (546,197) | |
Finance income | 11,953 | 24,170 | 8,924 | |
Finance costs | - | (68) | (59) | |
Loss before taxation | (280,178) | (1,159,981) | (537,332) | |
Income tax credit | - | - | - | |
Loss after tax for continuing operations | (280,178) | (1,159,981) | (537,332) | |
Discontinued operations: | ||||
Loss from discontinued operations | 7 | (2,385,144) | (16,688,819) | (7,247,322) |
Loss for the period | (2,665,322) | (17,848,800) | (7,784,654) | |
Loss per share for loss attributable to the equity holders of the company | ||||
Basic and fully diluted loss per 1p share | ||||
From continuing operations | 0.14p | 1.43p | 0.70p | |
From discontinued operations | 1.17p | 20.54p | 9.51p | |
From loss for the period | 4 | 1.31p | 21.97p | 10.21p |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 31 March 2013
Six months ended 31 March 2013 Unaudited £ | Year ended 30 September 2012 Audited £ | Six months ended 31 March 2012 Unaudited £ | |
Loss for the year | (2,665,322) | (17,848,800) | (7,784,654) |
Other comprehensive income | |||
Currency translation differences | (228,140) | 295,702 | 61,476 |
Total comprehensive income for the year | (2,893,462) | (17,553,098) | (7,723,178) |
Continuing operations | (291,692) | (1,153,132) | (533,168) |
Discontinued operations | (2,601,770) | (16,399,966) | (7,190,010) |
Total comprehensive income for the year | (2,893,462) | (17,553,098) | (7,723,178) |
CONSOLIDATED BALANCE SHEET
as at 31 March 2013
Note | Six months ended 31 March 2013 Unaudited £ | Year ended 30 September 2012 Audited £ | Six months ended 31 March 2012 Unaudited £ | |
Non-current assets | ||||
Property, plant and equipment | - | 17,996 | 2,588,224 | |
Intangible fixed assets | - | - | 95,221 | |
- | 17,996 | 2,683,445 | ||
Current assets | ||||
Inventories | - | 46,715 | 253,998 | |
Trade and other receivables | 41,364 | 484,128 | 1,136,164 | |
Corporation tax receivable | - | - | - | |
Cash and cash equivalents | 5,090,454 | 3,125,396 | 9,076,901 | |
5,131,818 | 3,656,239 | 10,467,063 | ||
Assets of disposal group classified as held for re-sale | 7 | 1,143,507 | - | - |
Total current assets | 6,275,325 | 3,656,239 | 10,467,063 | |
Trade and other payables | (34,661) | (2,029,924) | (1,887,388) | |
Liabilities of disposal group classified as held for re-sale | 7 | (2,460,943) | - | - |
Total current liabilities | (2,495,604) | (2,029,924) | (1,887,388) | |
Net current assets | 3,779,721 | 1,626,315 | 8,579,675 | |
Non-current liabilities | - | - | (20,610) | |
Net assets | 3,779,721 | 1,644,311 | 11,242,510 | |
Capital and reserves attributedto equity holders of the Company | ||||
Called up share capital | 2,716,592 | 862,203 | 862,866 | |
Share premium account | 69,688,008 | 66,150,179 | 66,203,027 | |
Merger reserve | 4,061,185 | 4,061,185 | 4,061,185 | |
Foreign exchange reserve | (58,857) | 169,283 | (64,943) | |
Profit and loss account | (72,627,207) | (69,598,539) | (59,819,625) | |
Total equity | 3,779,721 | 1,644,311 | 11,242,510 | |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Ordinary shares Unaudited £ | Sharepremium Unaudited £ | Mergerreserve Unaudited £ | Foreign exchange reserve Unaudited £ | Profit andloss account Unaudited £ | Total Unaudited £ | |
At 1 October 2011 | 750,632 | 55,624,325 | 4,061,185 | (126,419) | (52,098,128) | 8,211,595 |
Comprehensive income | ||||||
Loss for the period | - | - | - | - | (7,784,654) | (7,784,654) |
Other comprehensive income | ||||||
Currency exchange differences | - | - | - | 61,476 | - | 61,476 |
Total comprehensive income | - | - | - | 61,476 | (7,784,654) | (7,723,178) |
Transactions with owners | ||||||
Issue of ordinary share capital | 111,829 | 11,071,079 | - | - | - | 11,182,908 |
Cost of issue of ordinary share capital | - | (516,391) | - | - | - | (516,391) |
Exercise of share options | 405 | 24,014 | - | - | - | 24,419 |
Share option compensation charge | - | - | - | - | 63,157 | 63,157 |
Total transactionswith owners | 112,234 | 10,578,702 | - | - | 63,157 | 10,754,093 |
At 31 March 2012 | 862,866 | 66,203,027 | 4,061,185 | (64,943) | (59,819,625) | 11,242,510 |
Ordinary shares Unaudited £ | Share premium Unaudited £ | Merger reserve Unaudited £ | Foreign exchange reserve Unaudited £ | Profit and loss account Unaudited £ | Total Unaudited £ | |
At 1 October 2012 | 862,203 | 66,150,179 | 4,061,185 | 169,283 | (69,598,539) | 1,644,311 |
Comprehensive income | ||||||
Loss for the period | - | - | - | - | (2,665,322) | (2,665,322) |
Other comprehensive income | ||||||
Currency exchange differences | - | - | - | (228,140) | - | (228,140) |
Total comprehensive income | - | - | - | (228,140) | (2,665,322) | (2,893,462) |
Transactions with owners | ||||||
Issue of ordinary share capital | 1,854,389 | 3,708,778 | - | - | - | 5,563,167 |
Cost of issue of ordinary share capital | - | (170,949) | - | - | - | (170,949) |
Share optioncompensation charge | - | - | - | - | (363,346) | (363,346) |
Total transactionswith owners | 1,854,389 | 3,537,829 | - | - | (363,346) | 5,028,872 |
At 31 March 2013 | 2,716,592 | 69,688,008 | 4,061,185 | (58,857) | (72,627,207) | 3,779,721 |
CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 31 March 2013
Six months ended 31 March 2013 Unaudited £ | Year ended 30 September 2012 Audited £ | Six months ended 31 March 2012 Unaudited £ | |
Cash flows from operating activities (see note 6) | |||
Cash used in operations | (373,404) | (1,011,028) | (727,443) |
Bank interest paid | - | (68) | (59) |
Net cash used in operating activities of continuing operations | (373,404) | (1,011,096) | (727,502) |
Net cash used in operating activities of discontinued operations | (2,264,565) | (12,587,483) | (7,038,249) |
Net cash used in operating activities | (2,637,969) | (13,598,579) | (7,765,751) |
Cash flows from investing activities | |||
Finance income | 11,953 | 24,170 | 8,924 |
Net cash inflow/(outflow) from investing activities of continuing operations | 11,953 | 24,170 | 8,924 |
Net cash inflow/(outflow) from investing activities of discontinued operations | 4,688 | (1,591,110) | (1,226,624) |
Net cash inflow/(outflow) from investing activities | 16,641 | (1,566,940) | (1,217,700) |
Cash flows from financing activities | |||
Proceeds of ordinary share issue | 5,563,167 | 11,182,908 | 11,182,908 |
Issuance cost of shares | (170,949) | (510,056) | (516,391) |
Proceeds of options exercised | - | 24,519 | 24,419 |
Net cash inflow/(outflow) from financing activities of continuing operations | 5,392,218 | 10,697,371 | 10,690,936 |
Net cash inflow/(outflow) from financing activities of discontinued operations | (24,892) | (8,990) | (4,264) |
Net cash inflow/(outflow) from financing activities | 5,367,326 | 10,688,381 | 10,686,672 |
Net (decrease)/increase in cash and cash equivalents | 2,745,998 | (4,477,138) | 1,703,221 |
Cash and cash equivalents at beginning of period | 3,125,396 | 7,312,203 | 7,312,203 |
Exchange (losses)/gains | (228,140) | 290,331 | 61,476 |
Cash and cash equivalents including cash held in disposal group at end of period | 5,643,254 | 3,125,396 | 9,076,900 |
Cash held in disposal group | (552,800) | - | - |
Cash and cash equivalents at end of period | 5,090,454 | 3,125,396 | 9,076,900 |
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 31 March 2013
1. General
The Company is a public limited company incorporated and domiciled in England and Wales. The address of its registered office is Shackleton House, Kingfisher Way, Hinchingbrooke Business Park, Huntingdon, Cambridgeshire PE29 6HB.
This condensed consolidated interim financial information was approved for issue on 24 May 2013.
This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 September 2012 were approved by the Board of Directors on 26 February 2013 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006. This consolidated interim financial information has been reviewed not audited.
2. Basis of preparation of half year report
The financial information has been prepared in accordance with all IFRS and International Financial Reporting Interpretations Committee ("IFRIC") interpretations that had been published by 31 March 2013 as endorsed by the European Union ("EU"). The Standards that will be applicable for the year ending 30 September 2013 are not known with certainty at the time of preparing the interim results. Accordingly, the accounting policies for that accounting period will be determined finally only when the annual financial statements for the year ending 30 September 2013 are prepared.
The accounting policies applied are consistent with those of the annual financial statements for the year ended 30 September 2012, as described in those annual financial statements. As at the date of signing the interim financial statements, there are no new Standards likely to affect the financial statements for the year ending 30 September 2013.
During the period, the Board announced their intention to close and divest all PDX Group operations. In accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations", the results for the period for these operations are presented within Discontinued operations in the Consolidated Income Statement (for which the comparatives have been re-classified) and the assets and liabilities of the business are presented separately in the Consolidated Balance Sheet. See note 7 for further details.
As a result of the decision taken by the Board to close or divest all of the PDX Group's operations, the only continuing operations relate to the Pursuit Dynamics PLC entity. As there is no intention to liquidate Pursuit Dynamics PLC and there are sufficient funds to meet the Group's liabilities as they fall due, the Board are therefore of the opinion that the going concern basis is appropriate for the preparation of financial statements for Pursuit Dynamics PLC. The Board continues to consider the options to create value for shareholders and these options may require the issuance of equity as part of consideration for acquisitions or to provide sufficient funding for any acquired business.
Even if the Group were unable to continue as a going concern the Board believes that no further significant liabilities would arise as all redundancy costs and other costs of the Group's operations have been provided for at the balance sheet date.
3. Accounting policies
The accounting policies are consistent with those of the annual financial statements for the year ended 30 September 2012.
4. Loss per share
The calculation of basic and diluted loss per share is based on a loss for the period of £2,665,322 (year ended 30 September 2012: £17,848,800 and six months ended 31 March 2012: £7,784,654) and a weighted average number of shares of 204,088,262 (30 September 2012: 81,247,562 and 31 March 2012: 76,245,669).
5. Dividend
The Directors do not intend to recommend the payment of any dividends until they consider it prudent to do so, having regard to the need to retain sufficient funds to finance the development of the Group's activities.
6. Cash used in operations
for the six months ended 31 March 2013
Six months ended 31 March 2013 Unaudited £ | Year ended 30 September 2012 Audited £ | Six months ended 31 March 2012 Unaudited £ | |
Loss before taxation | (280,178) | (1,159,981) | (537,332) |
Adjustments for: | |||
- Share option compensation charge | 18,040 | 154,825 | - |
- Finance expense | - | 68 | 59 |
- Finance income | (11,953) | (24,170) | (8,924) |
Changes in working capital: | |||
- Trade and other receivables | (22,613) | 49,150 | (105,077) |
- Trade and other payables | (76,700) | (30,920) | (76,169) |
Cash outflow from operations | (373,404) | (1,011,028) | (727,443) |
7. Discontinued Operations
On 26 February 2013 the Directors announced their intention to close or divest all PDX Group operations. The assets and liabilities related to the Group's subsidiary undertakings have been presented as held for sale and the Directors expect the process to sell or liquidate these Companies will be finalised in 2013.
An analysis of the result and net assets and liabilities of the discontinued operations is presented below.
a) Results
Six months ended 31 March 2013 Unaudited £ | Year ended 30 September 2012 Audited £ | Six months ended 31 March 2012 Unaudited £ | |
Revenue | 617,102 | 681,430 | 483,771 |
Operating expenses | (3,353,242) | (13,840,942) | (7,663,279) |
Operating loss before non-cash expenses | (2,736,140) | (13,159,512) | (7,179,508) |
Non-cash operating expenses: | |||
Impairment of property, plant and equipment and intangible assets | (29,146) | (3,326,487) | - |
Share option compensation charge | 381,387 | (193,564) | (63,158) |
Total non-cash operating expenses | 352,241 | (3,520,051) | (63,158) |
Total operating expenses | (3,001,001) | (17,360,993) | (7,726,437) |
Operating loss | (2,383,899) | (16,679,563) | (7,242,666) |
Finance income | 15 | 223 | 191 |
Finance costs | (1,260) | (9,479) | (4,847) |
Loss before tax from discontinued activities | (2,385,144) | (16,688,819) | (7,247,322) |
Income tax | - | - | - |
Loss after tax from discontinued operations | (2,385,144) | (16,688,819) | (7,247,322) |
b) Assets
Six months ended 31 March 2013 Unaudited £ | |
Current assets | |
Inventories | 29,599 |
Trade and other receivables | 561,108 |
Cash and cash equivalents | 552,800 |
Assets of disposal group classified as held for re-sale | 1,143,507 |
c) Liabilities
Six months ended 31 March 2013 Unaudited £ | |
Trade and other payables | 2,460,943 |
Liabilities of disposal group classified as held for re-sale | 2,460,943 |
The excess liabilities over cash from discontinued activities will be settled using cash from continued operations.
8. Post Balance Sheet Events
On 30 April 2013 the Group entered into an agreement for the sale of the Food, Beverage and Brewing Business ("FBB") to Olympus Automation Ltd, in line with the Group's announced strategy of realising value from the sale of its intellectual property and reducing liabilities. The consideration comprised a cash payment of £100,000 and further payments totalling £61,215 in relation to stock and working capital.