Last checked at 18 Dec 2009 09:21
For Immediate Release
18 December 2009
MeDaVinci plc
("MDV" or "the Company" or "the Group")
Interim Results
CHAIRMAN'S STATEMENT
As highlighted in the Chairman's Statement in the financial accounts for the year ended 31 March 2009, there have been a number of recent changes in the Company. In particular, myself and Paul Foulger have taken executive control of the Company and are making good progress in restructuring a business which had been left in a poor financial and commercial state by the previous executive board.
Key highlights are:
On 8 July 2009, we concluded a rescue fundraising which brought a much needed £421,540 of funds into the Company. Some of this money was used to pay off old creditors albeit the large majority of it is for working capital purposes, enabling the Company to further develop its activities.
In September 2009, we set up a new subsidiary, Emotion Fitness Ltd, and then effected the transfer of MeDaVinci plc's 49% stake in the Hungarian based Emotion Fitness business into the new subsidiary from MeDaVinci Healthcare Services B.V.
We are now finalising our review of the Company's previous investments (Demecal, ErgoDynamics, and Emotion Fitness) and hope to be able to report our findings in the near future. In the meantime, it does appear that certain loan agreements were breached and we are now considering our options with regards legal recourse for recovery of some of the funds which had been invested into the 3 businesses together with any associated damages. It was mentioned in the year end report that £513,000 was believed to have been invested in ErgoDynamics Participations BV; this has since proved to have been untrue but as at the date of this report, these funds have still not been adequately accounted for.
Emotion Fitness, our gymnasium business in Hungary, is growing strongly and we intend to continue supporting and developing this operation as we believe there is a substantial upside in the wellness and fitness markets in Eastern Europe. Despite a small loss for the 6 month period, we are pleased to report that Emotion Fitness has now moved into profitability on a monthly basis. We will keep shareholders updated on any further developments with regards to this activity.
We now have a strong management team, efforts are being made to recover as much liquidity from its investments as possible, and your new board is taking a very active role in building shareholder value.
Adam Reynolds
Chairman
For further information, please contact:
| MeDaVinci plc Adam Reynolds Paul Foulger | Tel: 0207 245 1100 |
| Zeus Capital Limited | Tel: 0161 831 1512 |
| Ross Andrews |
CONSOLIDATED INCOME STATEMENT
FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2009
|
|
Notes | Unaudited6 monthsended 30September2009 | Unaudited 6 months ended 30September2008 | Audited Year ended 31March 2009 | |||
| £'000 | £'000 | £'000 | |||||
| Group revenue | - | - | - | ||||
| Cost of sales | - | - | - | ||||
| Gross profit | - | - | - | ||||
| Recurring administrative expenses | (56) | (117) | (307) | ||||
| Impairment of investments | - | - | (3,430) | ||||
| Impairment of receivables | - | - | (1,611) | ||||
| Administrative expenses | (56) | (117) | (5,348) | ||||
| Finance income: | |||||||
| - bank interest | - | 8 | 10 | ||||
| - interest on loan to associates | - | 56 | 150 | ||||
| - foreign exchange gains | - | - | 150 | ||||
| Finance expense: | |||||||
| - change in fair value of derivatives | - | - | (95) | ||||
|
| |||||||
| Share of post tax loss of associates | (12) | - | (74) | ||||
| Loss before taxation | (68) | (53) | (5,207) | ||||
| Income tax expense | - | - | - | ||||
| Loss for the period | (68) | (53) | (5,207) | ||||
| Earnings per share | |||||||
| Basic and diluted | 3 | (0.03p) | (0.07p) | (7.1p) | |||
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2009
| Unaudited6 months ended 30 September 2009 | Unaudited6 months ended 30 September 2008 | Audited Year ended 31 March 2009 | ||||||
| £'000 | £'000 | £'000 | ||||||
| Loss for the period | (68) | (53) | (5,207) | |||||
| Other comprehensive income | ||||||||
| Net exchange differences on translating foreign operations | - | 143 | 118 | |||||
| Total comprehensive income for the period | (68) | 90 | (5,089) | |||||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2009
| Notes | Unaudited as at 30September2009 | Unaudited as at 30September2008 | Audited as at 31 March 2009 | |||
| £'000 | £'000 | £'000 | ||||
| Assets | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | - | 7 | - | |||
| Investments in associates | 5 | 338 | 3,429 | 350 | ||
| Available for sale financial assets | - | 40 | - | |||
| Loans to associates | 411 | 1,637 | 411 | |||
| Derivative financial instruments-Conversion rights | 29 | 509 | 29 | |||
| 778 | 5,622 | 790 | ||||
| Current assets | ||||||
| Trade and other receivables | - | 120 | 14 | |||
| Cash and cash equivalents | 389 | 220 | 117 | |||
| 389 | 340 | 131 | ||||
| Current liabilities | ||||||
| Trade and other payables | (139) | (99) | (247) | |||
| Current tax payable | - | (10) | - | |||
| Net current assets | 250 | 231 | (116) | |||
| Total assets less current liabilities | 1,028 | 5,853 | 674 | |||
| Equity | ||||||
| Share capital | 1,158 | 736 | 736 | |||
| Other reserves | 5,536 | 5,561 | 5,536 | |||
| Retained earnings | (5,666) | (444) | (5,598) | |||
| Total equity | 1,028 | 5,853 | 674 | |||
The financial statements were approved by the Board of Directors on 18 December 2009.
Paul Foulger
Director
CONSOLIDATED CASH FLOW STATEMENT
FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2009
| Notes | Unaudited6 months ended 30September2009 | Unaudited 6 months ended 30September2008 | Auditedyear to 31March 2009 | |||
| £'000 | £'000 | £'000 | ||||
| Cash flow from operating activities | ||||||
| Cash generated from operations | 4 | (150) | (110) | (110) | ||
| Interest received | - | 8 | 10 | |||
| Net cash flow from operating activities | (150) | (102) | (100) | |||
| Cash flows from investing activities | ||||||
| Acquisition of investments | - | - | - | |||
| Purchase of property, plant and equipment | - | - | - | |||
| Increase in loans to associates | - | (408) | (513) | |||
| Net cash flow from investing activities | - | (408) | (513) | |||
| Cash flows from financing activities | ||||||
| Proceeds from issue of equity instruments | 422 | - | - | |||
| Net cash flow from financing activities | 422 | - | - | |||
| Net decrease in cash and cash equivalents | 272 | (510) | (613) | |||
| Cash and cash equivalents at beginning of the period | 117 | 730 | 730 | |||
| Cash and cash equivalents at end of the period | 389 | 220 | 117 | |||
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2009
| Share Capital | Share premium | Retained earnings | Foreign currency reserve | Associates fair value reserve | Total | |||||||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||||
| For the period ended 30 September 2009 | ||||||||||||
| At 1 April 2009 | 736 | 5,305 | (5,598) | 712 | (481) | 674 | ||||||
| Loss for the period attributable to equity shareholders | - | - | (68) | - | - | (68) | ||||||
| Unrealised exchange movement | - | - | - | - | - | - | ||||||
| Movement in period | - | - | (68) | - | - | (68) | ||||||
| At 30 September 2009 | 736 | 5,305 | (5,666) | 712 | (481) | 606 | ||||||
| Share Capital | Share premium | Retained earnings | Foreign currency reserve | Associates fair value reserve | Total | |||||||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||||
| For the period ended 30 September 2008 | ||||||||||||
| At 1 April 2008 | 736 | 5,305 | (391) | 594 | (481) | 5,763 | ||||||
| Loss for the period attributable to equity shareholders | - | - | (53) | - | - | (53) | ||||||
| Unrealised exchange movement | - | - | - | 143 | - | 143 | ||||||
| Movement in period | - | - | (53) | 143 | - | 90 | ||||||
| At 30 September 2008 | 736 | 5,305 | (444) | 737 | (481) | 5,853 | ||||||
| Share Capital | Share premium | Retained earnings | Foreign currency reserve | Associates fair value reserve | Total | |||||||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||||
| For the year ended 31 March 2009 | ||||||||||||
| At 1 April 2008 | 736 | 5,305 | (391) | 594 | (481) | 5,763 | ||||||
| Loss for the year attributable to equity shareholders | - | - | (5,207) | - | - | (5,207) | ||||||
| Unrealised exchange movement | - | - | - | 118 | - | 118 | ||||||
| Movement in year | - | - | (5,207) | 118 | - | (5,089) | ||||||
| At 31 March 2009 | 736 | 5,305 | (5,598) | 712 | (481) | 674 | ||||||
NOTES TO THE INTERIM UNAUDITED FINANCIAL INFORMATION
1. General Information
MeDaVinci plc is a public limited company governed by UK Law, established in the UK and listed on the Alternative Investment Market (AIM). The company's registered office is in the UK. Its office address is 14 Kinnerton Place South, London SW1X 8EH.
The principal activity of the Group is to invest in health and wellness based companies.
The comparative figures included in this report for the six months ended 30 September 2008 are unaudited. The twelve months to 31 March 2009 are audited.
The financial information in this statement does not constitute statutory accounts under Section 434 of the Companies Act and was not subject to a formal review by the auditors. The financial information in respect of the year ended 31 March 2009 has been extracted from the statutory accounts which have been filed with the Registrar of Companies and which included a qualified audit report arising from a limitation of scope on the additional investments in associates during that year.
These consolidated interim financial information have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, using the accounting policies which are consistent with those set out in the Company's Annual Report and Accounts for the year ended 31 March 2009. This interim financial information for the six months to 30 September 2009, which complies with IAS 34 'Interim Financial Reporting', was approved by the Board on 18 December 2009.
2. Significant Accounting Policies
Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2009, as described in those annual financial statements.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 April 2009.
IAS 1 (revised), 'Presentation of financial statements'. The revised standard prohibits the presentation of items of income and expenses (that is 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity. All 'non-owner changes in equity' are required to be shown in a performance statement.
Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income).
The group has elected to present two statements: an income statement and a statement of comprehensive income. The interim financial statements have been prepared under the revised disclosure requirements.
The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 April 2009 and have not been early adopted:
IFRS 3 (revised), 'Business combinations' and consequential amendments to IAS 27, 'Consolidated and separate financial statements', IAS 28, 'Investments in associates' and IAS 31, 'Interests in joint ventures', effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. Management is assessing the impact of the new requirements regarding acquisition accounting, consolidation and associates on the group.
The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the statement of comprehensive income. There is a choice on an acquisition-by-acquisition basis to measure the minority interest in the acquiree either at fair value or at the minority interest's proportionate share of the acquiree's net assets. All acquisition-related costs should be expensed. The group will apply IFRS 3 (revised) to all business combinations from 1 April 2010.
IFRIC 17, 'Distributions of non-cash assets to owners', effective for annual periods beginning on or after 1 July 2009. This is not currently applicable to the group, as it has not made any non-cash distributions.
IFRIC 18, 'Transfers of assets from customers', effective for transfers of assets received on or after 1 July 2009. This is not relevant to the group, as it has not received any assets from customers.
The following new standards, amendments to standards and interpretations are mandatory for the first time for the financial year beginning 1 April 2009, but are not currently relevant for the group
IFRS 8, 'Operating segments'
3. Earnings per share
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period.
| Unaudited 6 months ended 30 September 2009 | Unaudited 6 months ended 30 September 2008 | Audited year ended 31 March 2009 | ||||
| £'000 | £'000 | £'000 | ||||
| Loss attributable to equity holders of the company | (68) | (53) | (5,207) | |||
| Weighted average number of ordinary shares in issue (thousands) | 267,094 | 73,600 | 73,600 | |||
| Basic earnings per share (pence) | (0.03) | (0.07) | (7.1) |
4. Cash Flow from Operating Activities
| Unaudited 6 months ended 30 September 2009 | Unaudited 6 months ended 30 September 2008 | Audited year ended 31 March 2009 | ||||
| £'000 | £'000 | £'000 | ||||
| Loss before taxation | (68) | (53) | (5,207) | |||
| Depreciation | - | 1 | - | |||
| Finance income | - | (64) | (310) | |||
| Finance expense | - | - | 95 | |||
| Share of loss in investments in associates | 12 | - | 74 | |||
| Impairment loss on investments and loans | - | - | 5,041 | |||
| Changes in working capital (excluding effect of acquisitions and disposals) | (56) | (116) | (307) | |||
| Decrease in trade and other receivables | 14 | 42 | 93 | |||
| (Decrease)/increase in trade and other payables | (108) | (36) | 104 | |||
| Cash outflow from operations | (150) | (110) | (110) |
5. Investments in Associates
| At 30 September 2009 | At 30 September 2008 | At 31 March 2009 | ||||
| £'000 | £'000 | £'000 | ||||
| At fair value | ||||||
| At beginning of period | 350 | 3,306 | 3,306 | |||
| Additions | - | 123 | - | |||
| Share in the result | (12) | - | (74) | |||
| Impairment during the year | - | - | (2,882) | |||
| At end of period | 338 | 3,429 | 350 | |||
6. Called Up Share Capital
| At 30 September 2009 | At 30 September 2008 | At 31 March2009 | ||||
| Numbers ('000) | Numbers ('000) | Numbers ('000) | ||||
| Authorised | ||||||
| Ordinary shares of 1 pence each | - | 500,000 | 500,000 | |||
| Ordinary shares of 0.1 pence each | 4,337,602 | - | - | |||
| Deferred shares of 0.9 pence each | 73,600 | |||||
| 4,411,202 | 500,000 | 500,000 | ||||
| Issued | ||||||
| Ordinary shares of 1 pence each | - | 73,600 | 73,600 | |||
| Ordinary shares of 0.1 pence each | 495,140 | - | - | |||
| Deferred shares of 0.9 pence each | 73,600 | |||||
| At end of period | 568,740 | 73,600 | 73,600 | |||
On 26 May 2009 the nominal value of each share was reduced from 1 pence to 0.1 pence and each authorised but unissued Ordinary share of 1 pence was subdivided into 10 Ordinary shares of 0.1 pence. Following this, the Group's issued Ordinary Share capital comprised 73,600,000 Ordinary shares of nominal value 0.1 pence each and 73,600,000 deferred shares of 0.9 pence each.
On 8 July 2009 the company issued 421,540,000 shares of 0.1 pence each. The total cash consideration received amounted to £421,540.
7. A copy of this announcement is available form the Company's web site, being www.medavinciplc.com
ENDS