29 Sep 2009 07:00
ο»Ώ
Upstream Marketing and CommunicationsΒ Inc.
("Upstream" or "the Company")
Interim ResultsΒ
For the six month period ended 30 June 2009
Interim Statement
29 September 2009, Upstream Marketing and Communications Inc. (AIM: UPS) announces its interim results for the six month period ended 30 June 2009.
FINANCIAL SUMMARY
- Revenue for the periodΒ ofΒ US$ 2.091Β million (2008: US$ 2.904 million)
-Β Year on yearΒ revenue is down 28%, in part due to post Olympics revenue drops in China, and to the fact that the Company ceased receiving fees from the news distribution businessΒ disposed ofΒ in May 2008Β (JunΒ 2008: $0.189Β million)
- Challenging trading conditions from worldwide economic downturn dampen client spending
-Β CostΒ reduction measures expected to begin havingΒ anΒ impact in the second half of 2009
CHAIRMAN'S STATEMENT
Despite difficult trading conditions, Upstream generatedΒ revenue ofΒ US$ 2.091Β millionΒ in theΒ six monthsΒ toΒ 30Β June 2009. This performance represents a 28% decrease fromΒ the revenueΒ of US$2.904Β million achieved in the comparable period in the prior year. TheΒ reductionΒ can be attributed primarily to reduced client assignments in the worldwide recessionary climate, following on from the exceptional level of spending inΒ ChinaΒ in 2008 in connection with the Olympics. Additionally, in the first half of last year Upstream was collecting fees from a news release distribution business which it sold in May 2008. Proceeds from the sale generated US$ 0.350Β millionΒ ofΒ other incomeΒ in 2008Β and following theΒ disposal, this income stream ceased.
TheΒ net loss before tax for the period is US$ 0.402Β million,Β compared toΒ a profit before tax of US$0.331Β millionΒ in 2008, of which US$ 0.350Β millionΒ came from the sale of theΒ news releaseΒ business.
Total assets are down 49%Β year on yearΒ from US$ 3.451Β millionΒ to US$ 1.770Β million. TheΒ Company's bank and cash balances areΒ lower byΒ 25%Β year on year, at US$ 0.409Β millionΒ compared toΒ US$ 0.548Β millionΒ at the end of June 2008.Β
Initial cost cutting measures in the first half of the year decreased operating expenses by 13%, from US$ 2.899Β millionΒ in 2008 to US$2.512Β million. Towards the end of the period and in July further cost-saving actions of approximately US$Β 42,000 per monthΒ have beenΒ enacted. These savings willΒ positivelyΒ impactΒ the resultsΒ from July onwards.
Upstream continuesΒ to serve a portfolio of blue chip clients, and createsΒ innovative marketing and corporate communications campaigns acrossΒ itsΒ network of five offices. Digital communications and work with Asia-based clients show future potential, in addition to theΒ Group'sΒ core public relations business.
Β
In the longer term, economic conditions in Upstream's markets in Asia Pacific are viewed by many to be more robust than elsewhere andΒ China, which comprises a significant part of Upstream's operations, is on track for more than 7% GDP growth in 2009. The total cost of maintaining the Upstream listed company and its subsidiaries is still high relative to revenue and the directors areΒ consideringΒ ways to address this.
David Ketchum Stephen Smith
28 September 2009 28 September 2009
www.aboutupstream.comΒ
Β Β
|
Upstream Marketing & Communications Inc.
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2009
Β
|
||||||
|
Β
|
Β
Β
Β
|
Six month period ended 30 June 2009 Unaudited
US$'000
|
Six month
period ended
30 June 2008
Unaudited
US$'000
|
Β
Year ended 31 December 2008
Audited
US$'000
|
Β
|
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
||
|
Continuing operations
|
Β
|
Β
|
Β
|
Β
|
||
|
Turnover
|
Β
|
2,543
|
2,904
|
9,268
|
||
|
Material cost of sales
|
Β
|
(452)
|
-
|
(3,110)
|
||
|
Gross profit / revenue
|
Β
|
2,091
|
2,904
|
6,158
|
||
|
Other income
|
Β
|
62
|
380
|
472
|
||
|
Total income
|
Β
|
2,153
|
3,284
|
6,630
|
||
|
Β
|
Β
|
Β
|
Β
|
Β
|
||
|
Operating expenses
|
Β
|
(2,512)
|
(2,899)
|
(5,961)
|
||
|
(Loss) / profit from operations prior to share based payment charge
|
Β
|
Β
(359)
|
Β
385
|
Β
669
|
||
|
Β
|
Β
|
Β
|
Β
|
Β
|
||
|
Share based payment charge
|
Β
|
(43)
|
(54)
|
(103)
|
||
|
(Loss) / profit for the period from operations before tax
|
Β
|
(402)
|
331
|
566
|
||
|
Β
|
Β
|
Β
|
Β
|
Β
|
||
|
Taxation expense
|
4
|
(46)
|
2
|
(133)
|
||
|
Β
|
Β
|
Β
|
Β
|
Β
|
||
|
Profit/(loss) for the period
|
Β
|
(448)
|
333
|
433
|
||
|
Β
|
Β
|
Β
|
Β
|
Β
|
||
|
Other comprehensive income:
|
Β
|
Β
|
Β
|
Β
|
||
|
Exchange difference
|
Β
|
(39)
|
7
|
65
|
||
|
Total comprehensive (expense) / income for the period
|
Β
|
(487)
|
340
|
498
|
||
|
Β
|
Β
|
Β
|
Β
|
Β
|
||
|
Β
|
Β
|
US cents
|
US cents
|
US cents
|
||
|
(Loss) / earnings per ordinary share
|
5
|
Β
|
Β
|
Β
|
||
|
- Basic
|
Β
|
(0.33)
|
0.20
|
0.32
|
||
|
- Diluted
|
Β
|
(0.33)
|
0.20
|
0.29
|
||
Β
Β
Β
Β
Β
|
Upstream Marketing & Communications Inc. Consolidated Statement of Changes in Equity Six months ended 30 June 2009 |
||||||||
|
Share capitalΒ |
Shares to be issued |
Share premium |
Capital reserve |
Foreign exchange reserveΒ |
Retained earnings |
Total Β equity |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Balance at 1 January 2009 |
636 |
- |
4,438 |
6,547 |
73 |
(10,937) |
757 |
|
|
Share options issued in share-based payments |
- |
- |
- |
- |
- |
43 |
43 |
|
|
Transactions with owners |
- |
- |
- |
- |
- |
43 |
43 |
|
|
Loss for the period |
- |
- |
- |
- |
- |
(448) |
(448) |
|
|
Other comprehensiveΒ expense: |
||||||||
|
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
(39) |
- |
(39) |
|
|
Total comprehensiveΒ expenseΒ for the period |
- |
- |
- |
- |
(39) |
(448) |
(487) |
|
|
Balance at 30 June 2009 |
636 |
- |
4,438 |
6,547 |
34 |
(11,342) |
313 |
|
Β Β
|
Upstream Marketing & Communications Inc. Consolidated Statement of Changes in Equity Six months ended 30 June 2009 |
||||||||
|
Share capitalΒ |
Shares to be issued |
Share premium |
Capital reserve |
Foreign exchange reserveΒ |
Retained earnings |
Total Β equity |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
|
Balance at 1 January 2008 |
632 |
113 |
4,385 |
6,547 |
8 |
(11,473) |
212 |
|
|
Share options issued in share-based payments |
- |
- |
- |
- |
- |
54 |
54 |
|
|
Issue of share capital |
4 |
(57) |
53 |
- |
- |
- |
- |
|
|
Transactions with owners |
4 |
(57) |
53 |
- |
- |
54 |
54 |
|
|
Profit for the period |
- |
- |
- |
- |
- |
333 |
333 |
|
|
Other comprehensive income: |
||||||||
|
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
7 |
- |
7 |
|
|
Total comprehensive income for the period |
- |
- |
- |
- |
7 |
333 |
340 |
|
|
Balance at 30 June 2008 |
636 |
56 |
4,438 |
6,547 |
15 |
(11,086) |
606 |
|
|
Share capitalΒ |
Shares to be issued |
Share premium |
Capital reserve |
Foreign exchange reserveΒ |
Retained earnings |
Total Β equity |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
Balance at 1 January 2008 |
632 |
113 |
4,385 |
6,547 |
8 |
(11,473) |
212 |
|
Share options issued in share-based payments |
- |
- |
- |
- |
- |
103 |
103 |
|
Cancellation of shares to be issued |
- |
(56) |
- |
- |
- |
- |
(56) |
|
Issue of share capital |
4 |
(57) |
53 |
- |
- |
- |
- |
|
Transactions with owners |
4 |
(113) |
53 |
- |
- |
103 |
47 |
|
Profit for the year |
- |
- |
- |
- |
- |
433 |
433 |
|
Other comprehensive income: |
|||||||
|
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
65 |
- |
65 |
|
Total comprehensive income for the period |
- |
- |
- |
- |
65 |
433 |
498 |
|
Balance atΒ 31 December 2008 |
636 |
- |
4,438 |
6,547 |
73 |
(10,937) |
757 |
Β Β
|
Upstream Marketing & Communications Inc. Consolidated Statement of Financial Position As at 30 June 2009 |
||||
|
30 June 2009 Unaudited |
30 June 2008 Unaudited |
31 December Β 2008 Audited |
||
|
Β |
Note |
US$'000 |
US$'000 |
US$'000 |
|
Assets |
||||
|
Non current assets |
||||
|
Property, plant and equipment |
139 |
162 |
150 |
|
|
Goodwill |
58 |
170 |
86 |
|
|
197 |
332 |
236 |
||
|
Current |
||||
|
Trade and other receivables |
6 |
1,164 |
2,571 |
1,235 |
|
Cash and cash equivalents |
409 |
548 |
719 |
|
|
1,573 |
3,119 |
1,954 |
||
|
Total assets |
1,770 |
3,451 |
2,190 |
|
|
Liabilities |
||||
|
Current |
||||
|
Trade and other payables |
7 |
1,081 |
1,733 |
1,104 |
|
Deferred income |
315 |
1,021 |
118 |
|
|
Current tax provision |
32 |
23 |
162 |
|
|
Bank loan |
16 |
22 |
23 |
|
|
1,444 |
2,799 |
1,407 |
||
|
Non-current liabilities |
||||
|
Deferred tax provision |
8 |
13 |
30 |
22 |
|
Bank loan |
- |
16 |
4 |
|
|
13 |
46 |
26 |
||
|
Total liabilities |
1,457 |
2,845 |
1,433 |
|
|
Equity |
||||
|
Share capitalΒ |
9 |
636 |
636 |
636 |
|
Reserves |
(323) |
(30) |
121 |
|
|
Total equity |
313 |
606 |
757 |
|
|
Total equity and liabilities |
1,770 |
3,451 |
2,190 |
|
Β
Β
|
Β
|
Β
|
Β
|
Six month
period ended
30 June 2009
Unaudited
|
Six month period ended
30 June 2008
Unaudited
|
Year ended 31 December 2008
Audited
|
|
Β
|
Β
|
Β
|
US$'000
|
US$'000
|
US$'000
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
Β
|
Operating activities
|
Β
|
Β
|
Β
|
Β
|
|
(Loss) / profit before taxation
|
(402)
|
331
|
566
|
||
|
Adjustments for:
|
Β
|
Β
|
Β
|
||
|
Finance income
|
(2)
|
-
|
(8)
|
||
|
Finance costs
|
1
|
12
|
21
|
||
|
Profit on disposal of intangible assets
|
-
|
(350)
|
-
|
||
|
Depreciation of property, plant and equipment
|
32
|
38
|
76
|
||
|
Share based payment costs
|
43
|
54
|
103
|
||
|
Amortisation of intangibles
|
28
|
28
|
56
|
||
|
Profit on sale of business
|
-
|
-
|
(350)
|
||
|
Β
|
Operating cashflow before working capital changes
|
Β
|
(300)
|
113
|
464
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
Β
|
Decrease / (increase) in trade and other receivables
|
Β
|
71
|
(1,479)
|
(143)
|
|
Β
|
(Decrease) / increase in trade and other payables
|
Β
|
(23)
|
329
|
(300)
|
|
Β
|
Increase in deferred income
|
Β
|
197
|
966
|
63
|
|
Β
|
Cash (used from)/generated by operations
|
Β
|
(55)
|
(71)
|
84
|
|
Β
|
Tax paid
|
Β
|
(185)
|
(8)
|
(12)
|
|
Β
|
Net cash (outflow)/inflow used in operating activities
|
Β
|
(240)
|
(79)
|
72
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
Β
|
Investing activities
|
Β
|
Β
|
Β
|
Β
|
|
Β
|
Finance income
|
Β
|
2
|
-
|
8
|
|
Β
|
Proceeds from the sale of businesses
|
Β
|
-
|
-
|
350
|
|
Β
|
Purchases of property, plant and equipment
|
Β
|
(21)
|
(20)
|
(47)
|
|
Β
|
Proceeds from sale of intangible assets
|
Β
|
-
|
350
|
-
|
|
Β
|
Net cash (outflow) / inflow from investing activities
|
Β
|
(19)
|
330
|
311
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
Β
|
Financing activities
|
Β
|
Β
|
Β
|
Β
|
|
Β
|
Finance costs
|
Β
|
(1)
|
(12)
|
(21)
|
|
Β
|
Bank loan
|
Β
|
-
|
45
|
45
|
|
Β
|
Repayment of bank loan
|
Β
|
(11)
|
(7)
|
(18)
|
|
Β
|
Net cash (outflow) / inflow from financing activities
|
Β
|
(12)
|
26
|
6
|
|
Β
|
Β
|
Β
|
Β
|
Β
|
Β
|
|
Β
|
Net (decrease) / increase in cash and equivalents
|
Β
|
(271)
|
277
|
389
|
|
Β
|
Cash and cash equivalents brought forward
|
Β
|
719
|
264
|
264
|
|
Β
|
Effect of exchange rate fluctuations
|
Β
|
(39)
|
7
|
66
|
|
Β
|
Cash and cash equivalents carried forward
|
Β
|
409
|
548
|
719
|
Β
Β
Β
Β
Upstream Marketing & Communications Inc.
Notes to the Interim Report
For the six months ended 30 June 2009
1 general information
The information for the period ended 30 June 2009 does not constitute statutory accounts as defined in the Companies Act 2006. The figures for the year ended 31 December 2008 have been extracted from the 2008 statutory financial statements prepared under International Financial Reporting Standards (IFRS). The auditors' report on those accounts was unqualified and did not contain a statement under section 237(2) of the Companies Act 1985. The interim financial statements have been neither audited nor reviewed by the Group's auditors.
2 BASIS OF PREPARATION
The Company was incorporated as a Corporation in the Cayman Islands which does not prescribe the adoption of any particular accounting framework. The Board have resolved that the Company will followΒ International Financial Reporting Standards as adopted by the European Union (Β IFRSs)Β when preparing its annual financial statements.
The principal accounting policies of the Group remain unchanged from those set out in the Group's 2008Β annual report, except for the adoption of IAS1 Presentation of Financial Statements (revised 2007) and IFRS 8 Operating Segments.
The adoption of IAS 1 (Revised 2007) does not affect the financial position or profits of the Group, but gives rise to additional disclosures. The measurement and recognition of the Group's assets, liabilities, income and expenses is unchanged, however some items that were recognised directly in equity are now recognised in other comprehensive income, for example translation of foreign currencies. IAS 1 (Revised 2007) affects the presentation of owner changes in equity and introduces a 'Statement of Comprehensive Income'.
The adoption of IFRS 8 has not changed the segments that are disclosed in the interim financial statements.
The accounting policies have been applied consistently throughout the Group for the purposes of preparation of the consolidated interim report.
3 segmental reporting
(a) By business segment (primary segment):
As defined under IFRS 8, the only material business segment the Group has is that of marketing and public relations.
(b) By geographical segment (secondary segment):
Under the definitions contained in IFRS 8, the only material geographic segment that the Group operates inΒ is the Asia- PacificΒ region.
4 tax EXPENSE/(CREDIT)
|
Six month period ended 30 June 2009 Unaudited |
Six month period ended 30 June 2008 Unaudited |
Year ended Β 31 December 2008 Audited |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Current period income tax charge |
55 |
6 |
149 |
|
Deferred tax credit |
(9) |
(8) |
(16) |
|
Actual tax expense/(credit) |
46 |
(2) |
133 |
The relationship between the expected tax expense/(credit) at 17.5% and the tax expense actually recognised in the income statement can be reconciled as follows:
|
Six month period ended 30 June 2009 Unaudited |
Six month period ended 30 June 2008 Unaudited |
Year ended Β 31 December 2008 Audited |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
(Loss)/profit for the period before taxation |
(402) |
331 |
566 |
|
Expected tax (credit)/expense |
(70) |
58 |
99 |
|
Losses not recognised/(utilised)as deferred tax asset |
116 |
(52) |
34 |
|
Actual tax expense |
46 |
6 |
133 |
5 (LOSS)/EARNINGS per share
The calculation of the basic (loss)/earnings per share is based on the net loss for the periodΒ of (US$448,000) (period ended 30 June 2008 : profit US$333,000; year ended 31 December 2008 : profit US$433,000) divided by the weighted average number of shares in issue during the period of 137,401,194 (period ended 30 June 2008 :Β 136,972,994; year ended 31 December 2008 : 137,187,094).
The diluted earnings per share is based on a weighted average number of shares in issueΒ ofΒ 137,401,194 for the period ended 30 June 2009 (period ended 30 June 2008: 136,972,994; year ended 31 December 2008: 150,864,178). The impact of the share options and warrant is anti-dilutive for the period ended 30 June 2009.
6 trade and other receivables
|
30 June 2009 Unaudited |
30 June 2008 Unaudited |
31 December Β 2008 Audited |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Trade and other receivables, gross |
1,039 |
2,303 |
1,094 |
|
Impairment of trade and other receivables |
(79) |
- |
(69) |
|
Trade and other receivables, net |
960 |
2,303 |
1,025 |
|
Other receivables |
5 |
71 |
72 |
|
Deposits and prepayments |
199 |
197 |
138 |
|
1,164 |
2,571 |
1,235 |
Β 7 TRADE AND OTHER PAYABLES
|
30 June 2009 Unaudited |
30 June 2008 Unaudited |
31 December Β 2008 Audited |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Trade and other payables |
396 |
466 |
425 |
|
Other payables and accrued charges |
685 |
1,166 |
679 |
|
Amounts due to directors |
- |
101 |
- |
|
1,081 |
1,733 |
1,104 |
The fair value of trade and other payables is considered by management to be a reasonable approximation of their fair value.
8 deferred taxATION
Deferred tax liabilities recognised can be summarised as follows:
|
30 June 2009 Unaudited |
30 June 2008 Unaudited |
31 DecemberΒ 2008 Audited |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Non current liabilities |
13 |
30 |
22 |
|
30 June 2009 Unaudited |
30 June 2008 Unaudited |
31 December Β 2008 Audited |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
At 1 January |
22 |
38 |
38 |
|
Credited to income statement |
(9) |
(8) |
(16) |
|
At 30 June |
13 |
30 |
22 |
Β
Β
9 share capital
|
30 June 2009 Unaudited |
30 June 2008 Unaudited |
31 DecemberΒ 2008 Audited |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Authorised |
|||
|
4,000,000,000 ordinary shares of 0.25pΒ |
18,470 |
18,470 |
18,470 |
|
Allotted, issued and fully paidΒ |
|||
|
137,401,194 (30 June 2008:137,401,194, 31 December 2008:137,401,194) ordinary shares of 0.25p |
636 |
636 |
636 |
Β Β Share options
The Group has adopted an employee Share Option Scheme in order to incentivise key management and staff. The fair value of options granted was determined using Black-Scholes valuation models. Significant inputs into the calculations were as follows:
Β
0% dividend yield
Β
At 30 June 2009, the Group had the following options outstanding:
|
Date of grant |
DatesΒ firstΒ exercisable |
Exercise Β price |
Β Market price at Β date of issue |
Number |
Fair value |
|
5 July 2007 |
3 years from date of grant |
20p |
7p |
6,750,000 |
0.311p |
|
5 July 2007 |
3 years from date of grant |
7p |
7p |
6,677,084 |
2.159p |
|
19 December 2007 |
3 years from date of grant |
2p |
2p |
250,000 |
0.617p |
|
13,677,084 |
During the period, employee share-based expense ofΒ US$43,031 (period ended 30 June 2008 : US$54,175, year ended 31 December 2008:US$103,000)Β has been included in the income statement. No liabilities were recognized due to share-based payment transactions.
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