29 Jun 2010 07:00
ImJack plc
('imjack' or the 'Company')
Interim Results for the six months ended 31 March 2010
Chairman's statement
imJack, the provider of digital educational networking and media business, announces its interim results for the six months ended 31 March 2010.
Results
Revenue in the six months to 31 March 2010 amounted to £5,692 (2009: £172,585) and the loss before and after tax was £1,848,569 (2009: £969,419). As stated in the financial statements for the year ended 30 September 2009 these results do not reflect any of the progress made in the last three months, in particular with regard to cost reduction.
People
During the past year we appointed Len Sanderson and Richard Addis to the Board in January 2009 and Anthony Lilley in October 2009. These directors have all since left the Board. On 20 May 2010 we appointed Jeffrey Morris, the founder and a major shareholder in the business to the position of interim CEO. At the same time David Lynde resigned from the Board but continues as Company Secretary. The directors also plan to appoint an additional Non-Executive Director in the near future.
Post balance sheet events
As announced on 20 May 2010 and 8 June 2010, the Company has entered into a number of agreements with both related and third parties including, inter alia, the acquisition of Tellbrook Ltd (the Company which owned the intellectual property licensed by the Company); the acquisition of JD Connect, the exclusive reseller of the ImJack technology platform; the conversion of £1,065,000 of loans from Jeffrey Morris and connected parties into equity through the issue of 71,000,000 shares; and the conversion of £61,113 of loans from Michael Abrahams into equity through the issue of 4,074,176 shares. A copy of the circular is available on the Company's website www.imjack.com.
On 7 June 2010, the Company raised £0.9m (net of expenses) through the placing of 71,333,333 shares at 1.5p (of which 4,666,667 shares had been prepaid).
International Financial Reporting Standards ("IFRS")
As an AIM listed company imJack complies with IFRS.
Outlook
The funding for the Company's business model which involved matched funding for re-designating schools was withdrawn by the government on 10 June 2010. Since then the Company has been developing a new business model along with the schools. Further information will be announced at the appropriate time.
Going concern
The Directors acknowledge that in light of the recent withdrawal of government funding relating to imJack's project and continuing difficult credit market conditions, additional diligence on the part of preparers of accounts and members of audit committees is required and, in particular, the need for clarity as to the basis on which judgements have been exercised.
A placing of ordinary shares was completed during June 2010 when the parent company raised £0.9m (net of issue costs) which is forecast to provide working capital to pay off CVA creditors, and to enable the Company to trade until revenues are generated from the sale of the imJack product. This is dependent upon the Company achieving its forecasts. In addition, the Directors have capitalised loans owing to them from the Company of £1,126,113.
In addition, Jeffrey Morris has agreed to provide up to an additional £500,000 drawdown facility for the purposes of working capital if required by the Company in the future. The Company will be required to give one month's notice of its intention to drawdown sums under the facility. Interest will be charged on any sums drawn down on the facility at the Bank of England base rate plus 3 per cent.
The Directors have prepared a forecast to December 2011, which assumes certain service level agreement revenue being achieved. However, the directors have concluded that there are the following material uncertainties being:
·; Securing the forecast service level agreement revenues since the government has withdrawn the matched funding programme although the Company is actively pursuing alternative models with the schools; and
·; The commitment to provide financial support of up to £500,000, by Jeffrey Morris, if required by the Company.
The existence of these material uncertaintiesmay cast significant doubt on the entity's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Nevertheless, having successfully completed the placing and after making enquiries and considering the uncertainties described above, the Directors have concluded that the going concern basis is appropriate and that the Company will continue in operational existence for the foreseeable future.
Further details are set out in note 1 to the interim report.
Michael Abrahams CBE DL
Chairman
29 June 2010
CONDENSED CONSOLIDATED INCOME STATEMENT
For the six months ended 31 March 2010
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| Note | Unaudited 31 March 2010 (6 months) £ | Unaudited 31 March 2009 (6 months) £ | Audited 30 September 2009 (12 months) £ |
| Continuing operations |
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| Revenue |
| 2 | 5,692 | 172,585 | 257,414 |
| Cost of sales |
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| 10,522 | (122,331) | (445,184) |
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| Gross profit/(loss) |
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| 16,214 | 50,254 | (187,770) |
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| Administrative expenses |
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| (1,863,348) | (1,015,348) | (3,048,703) |
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| OPERATING LOSS |
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| (1,847,134) | (965,094) | (3,236,473) |
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| Investment revenue |
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| - | 48 | - |
| Finance costs |
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| (1,435) | (4,373) | (61,696) |
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| LOSS BEFORE TAXATION | (1,848,569) | (969,419) | (3,298,169) | ||
| Tax | 3 | - | - | 309,147 | |
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| LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY |
| (1,848,569) | (969,419) | (2,989,022) | |
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| Loss per share - basic and diluted | 4 | (1.7p) | (1.7p) | (4.0p) | |
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STATEMENT OF RECOGNISED INCOME AND EXPENSE
There is no recognised income or expense for the financial period other than those shown in the condensed consolidated income statement above and consequently no separate statement of recognised income and expense has been presented.
CONDENSED CONSOLIDATED BALANCE SHEET
31 March 2010
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| Unaudited 31 March 2010 £ | Unaudited 31 March 2009 £ | Audited 30 September 2009 £ |
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| NON-CURRENT ASSETS |
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| Intangible assets |
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| 225,587 | 35,551 | 288,804 |
| Property, plant and equipment |
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| 55,164 | 56,329 | 68,567 |
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| 280,751 | 91,880 | 357,371 |
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| CURRENT ASSETS |
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| Inventories |
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| - | 189,591 | - |
| Trade and other receivables |
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| 92,220 | 479,756 | 366,451 |
| Cash and cash equivalents |
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| 17,958 | 2,234 | 122 |
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| 110,178 | 671,581 | 366,573 |
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| TOTAL ASSETS |
| 390,929 | 763,461 | 723,944 | |
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| CURRENT LIABILITIES |
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| Trade and other payables |
| (2,717,639) | (2,114,990) | (1,224,156) | |
| Obligations under finance leases |
| (3,621) | (10,468) | (10,147) | |
| Bank overdraft |
| (5) | - | (66,766) | |
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| (2,721,265) | (2,125,458) | (1,301,069) | |
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| NET CURRENT LIABILITIES |
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| (2,611,087) | (1,453,877) | (934,496) |
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| NON-CURRENT LIABILITIES |
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| Obligations under finance leases |
| - | (5,355) | - | |
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| TOTAL LIABILITIES |
| (2,721,265) | (2,130,813) | (934,496) | |
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| NET LIABILITIES |
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| (2,330,695) | (1,367,352) | (577,125) |
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| EQUITY |
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| Share capital |
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| 1,114,636 | 6,126,333 | 1,099,636 |
| Deferred shares |
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| 5,513,699 | - | 5,513,699 |
| Share premium |
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| 8,151,152 | 6,289,936 | 8,071,152 |
| Share based payment reserve |
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| 1,122,067 | 580,455 | 1,122,067 |
| Retained earnings |
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| (18,232,249) | (14,364,076) | (16,383,679) |
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| TOTAL EQUITY |
| (2,330,695) | (1,367,352) | (577,125) | |
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MD Abrahams CBE DL
Director
28 June 2010
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 31 March 2010
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| Note | Unaudited 31 March 2010 (6 months) £ | Unaudited 31 March 2009 (6 months) £ | Audited 30 September 2009 (12 months) £ |
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| Net cash from operating activities |
| 5 | (1,030,452) | (644,561) | (2,196,520) |
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| INVESTING ACTIVITIES |
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| Interest received |
| - | 48 | - | |
| Proceeds on disposal of property, plant and equipment |
| - | - | - | |
| Purchase of property, plant and equipment and intangibles |
| - | (10,530) | (353,303) | |
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| Net cash used in investing activities |
| - | (10,482) | (353,303) | |
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| FINANCING ACTIVITIES |
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| Finance cost |
| (1,435) | (4,373) | (61,696) | |
| Proceeds on issue of shares |
| 95,000 | 719,750 | 2,652,700 | |
| Repayments of obligations under finance leases |
| (6,526) | (4,936) | (10,612) | |
| (Repayment)/receipt of related party loans |
| 1,028,010 | (42,941) | (86,990) | |
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| Net cash used in financing activities |
| 1,115,049 | 667,500 | 2,493,402 | |
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| Net increase/(decrease) in cash and cash equivalents | 84,597 | 12,457 | (56,421) | ||
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| Cash and cash equivalents at beginning of period |
| (66,644) | (10,223) | (10,223) | |
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| Cash and cash equivalents at end of period |
| 17,953 | 2,234 | (66,644) | |
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1. BASIS OF PREPARATION
As imJack plc is listed on the Alternative Investment Market ("AIM") the consolidated financial statements are required to be presented in accordance with International Financial Reporting Standards ("IFRS"). The interim financial statements have been prepared in accordance with accounting policies consistent with IFRS. The same accounting policies, presentation and methods of computation are followed in the interim financial statements as applied in the Group's latest annual audited financial statements.
The results for the year ended 30 September 2009 are not statutory accounts. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified and did not contain a statement under s498(2) or (3) of the Companies Act 2006.
The auditors have included an emphasis of matter paragraph in their audit report, for the year ended 30 September 2009, to draw attention to the material uncertainties associated with the dependency on the forecast service level agreement revenues being achieved and the continuing availability of matched funding for schools from the government and the availability of funds to support the commitment to provide financial support of up to £500,000, by Jeffrey Morris, if required by the Company.
The existence of these material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.
Going concern
The interim financial statements have been prepared on the going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future.
The Directors acknowledge that in light of the recent withdrawal of government funding relating to imJack's project and continuing difficult credit market conditions, additional diligence on the part of preparers of accounts and members of audit committees is required and, in particular, the need for clarity as to the basis on which judgements have been exercised.red and, in particular, the need for clarity as to the basis on which judgements have been exercised.
A placing of ordinary shares was completed during June 2010 when the parent company raised £0.9m (net of issue costs) which is forecast to provide working capital to pay off CVA creditors, and to enable the Company to trade until revenues are generated from the sale of the imJack product. This is dependent upon the Company achieving its forecasts. In addition, the Directors have capitalised loans owing to them from the Company of £1,126,113.
imJack Secure Communications Limited, the Company's trading subsidiary had significant liabilities which were greater than its assets and is therefore technically insolvent and has entered into aCVA. The Directors believe that the CVA is in the best interests of the Shareholders and creditors. A meeting of the imJack Secure Communications Limited's creditors was held on 27 May 2010 and approval was granted to extinguish debts of £653,000 for £100,000, which will be divided between creditorswho make a claim within three months of the date of the CVA being approved.
On 20 May 2010 the Company announced it had agreed with Jeffrey Morris that he would exchange up to £200,000 of loans made by him to the Company into convertible unsecured loan stock to provide longer term capital for the Company. The convertible loan stock is convertible at 1.5p into 13,333,333 ordinary shares of the Company. Under the terms of the convertible loanstock, repayment in cash will only be made prior to the first anniversary of 17 May 2010 in the event that the Board considers the Company to have sufficient working capital.
In addition, Jeffrey Morris has agreed to provide up to an additional £500,000 drawdown facility for the purposes of working capital if required by the Company in the future. The Company will be required to give one month's notice of its intention to drawdown sums under the facility. Interest will be charged on any sums drawn down on the facility at the Bank of England base rate plus 3 per cent.
The Directors have prepared a forecast to December 2011, which assumes certain service level agreement revenue being achieved.
The directors have concluded that there are the following material uncertainties being:
·; Securing the forecast service level agreement revenues since the government has withdrawn the matched funding programme although the Company is actively pursuing alternative models with the schools; and
·; The commitment to provide financial support of up to £500,000, by Jeffrey Morris, if required by the Company.
The existence of these material uncertainties may cast significant doubt on the entity's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Nevertheless, having successfully completed the placing and after making enquiries and considering the uncertainties described above, the Directors have concluded that the going concern basis is appropriate and that the Company will continue in operational existence for the foreseeable future.
2. segment information
Analysis between activities is not presented as the Group's operations comprise a single class of business. The Group's operations are located in Great Britain.
3. tax on loss on ordinary activities
There is no tax charge for the period.
4. LOSS PER SHARE
Loss per share is calculated by dividing the loss after taxation by the weighted average number of ordinary shares in issue of 111,463,622 (31 March 2009: 57,760,576 shares and 30 September 2009: 74,822,570 shares).
NET CASH FROM OPERATING aCTIVITIES
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| Unaudited 31 March 2010 (6 months) £ | Unaudited 31 March 2009 (6 months) £ | Audited 30 September 2009 (12 months) £ |
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| Loss for the period |
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| (1,848,569) | (969,419) | (2,989,022) |
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| Adjustments for: |
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| Investment revenue |
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| - | (48) | - |
| Finance costs |
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| 1,435 | 4,373 | 61,696 |
| Tax credit |
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| - |
| (309,147) |
| (Profit)/loss on disposal of property, plant and equipment |
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- |
- |
- | |
| Amortisation of intangible assets |
| 63,217 | 19,636 | 63,072 | |
| Impairment of goodwill |
| - | - | 245,000 | |
| Impairment of intangible fixed assets |
| - | - | 120,000 | |
| Depreciation of property, plant and equipment |
| 13,403 | 12,554 | 46,400 | |
| Share based payment |
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| - | 90,540 | 722,420 |
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| Operating cash flows before movements in working capital |
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(1,770,514) |
(842,364) |
(2,159,581) |
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| Decrease in inventories |
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| - | 9 | 189,600 |
| (Increase)/decrease in receivables |
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| (8,623) | (2,957) | 125,117 |
| Increase/(decrease) in payables |
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| 748,685 | 200,751 | (351,656) |
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| Net cash from operating activities |
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| (1,030,452) | (644,561) | (2,196,520) |
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5. DIVIDENDS
No dividends are proposed for the six months ended 31 March 2010 (six months ended 31 March 2009: £nil, year ended 30 September 2008: £nil).
6. DISTRIBUTION OF INTERIM REPORT TO SHAREHOLDERS
The interim report will be available for inspection by the public at the registered office of the Company during normal business hours on any weekday and from the Company's website www.imjack.com. Further
7. POST BALANCE SHEET EVENTS
On 7 June 2010, the Company raised £0.9m (after issue costs) through the placing of 71,333,333 shares (4,666,667 of which had been prepaid), which were admitted to trading on AIM on 8 June 2010. In addition, the Company settled amounts due to certain 3rd party creditors of £30,000 by the issue of 2,000,000 new ordinary shares of 1p each.
The Company has agreed with Jeffrey Morris that the £200,000 due to him at the date of the placing has been settled for convertible, unsecured loan stock to provide longer term funding for the company. The convertible loan stock is convertible into 13,333,333 ordinary shares at any time.
On 7 June 2010 the Company acquired the entire issued share capital of JD Connect Ltd for consideration of £150,000 satisfied by the issue of 10,000,000 ordinary shares. JD Connect Ltd, the exclusive re-seller of the imJack technology platform, recorded a loss of £45,671 for the period to 31 December 2009.
On 7 June 2010 the Company acquired the entire issued share capital of Tellbrook Ltd, which owns the core underlying IP of the business, for consideration of £500,000 satisfied by the issue of 33,333,333 ordinary shares. Tellbrook Ltd recorded a profit of £3,362 in the accounts for the period to 30 April 2010.
On 7 June 2010 Jeffrey Morris and connected parties converted £1,065,000 of loans into equity through the issue of 71,000,000 shares.
On 7 June 2010 M D Abrahams converted £61,113 of loans into equity through the issue of 4,074,176 shares.
imjack Secure Communications Ltd, the main trading subsidiary of the company, had significant liabilities which are greater than its assets and was therefore technically insolvent. This subsidiary entered into a CVA to extinguish its debts. On 27 May 2010 imJack Secure Communications Ltd extinguished debts of £653,000 for payment of £100,000 which will result in a credit of £553,000 (net of issue costs) to the income statement.
For further information, please contact:
| imJack Plc | Tel: 01653 618 016 |
| Michael Abrahams, Chairman |
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| Daniel Stewart & Company plc | Tel: 020 7776 6550 |
| Emma Earl |
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| Simon Leathers |
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| Rawlings Financial PR Limited | Tel: 01653 618 016 |
| Catriona Valentine |
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