29 Sep 2010 07:00
| Press Release | 29 September 2010 |
Directex Realisations plc
("DXR" or the "Group")
Interim Results for the six months ended 30 June 2010
Directex Realisations plc (AIM:DXR) announces its interim results for the six months ended 30 June 2010.
Highlights
* Net assets at period end were £1.40 million representing 2.77 pence per share
* Cost base reduced significantly following change of management
For further information:
| Directex Realisations plc |
|
| Jonathan Lander, Chairman | Tel: +44 (0) 20 7634 9700 |
|
| www.directex.co.uk |
| Libertas Capital Corporate Finance Limited |
|
| Sandy Jamieson, Director Corporate Finance | Tel: +44 (0) 207 569 9695 |
| sj@libertaspartnersllp.com | www.libertaspartnersllp.com |
Chairman's Statement
We have settled the dispute with Bisnode AB over the final level of consideration due following the sale to them of Directinet SA and Netcollections SAS agreed in December 2009. As a result we received two payments in June and September 2010 totalling €0.56 million. This brings the total consideration received for the sale to €7.56 million.
The Company had an obligation of over £60,000 to purchase match tickets at Wembley stadium because of the purchase of a debenture made some time ago. I am pleased to report that we managed to dispose of this debenture (for a small positive sum) and so the Company no longer has this liability.
Our only remaining assets are cash and a 12.2% stake in Web-clubs Ltd ("Web-clubs"). Web-clubs is a marketing services business based in the UK. For the year to 30 April 2010, the unaudited turnover and post-tax profit were £1.35 million and £0.426 million respectively and its net assets were £1.27 million.
We have paid £140,000 to HMRC on account of an under-payment of PAYE and national insurance contributions on unapproved share options. The Company is likely to receive penalties and incur interest because of this under-payment although we may recover some of the unpaid taxes from HMRC to the extent that they were paid by the individuals who exercised the options. Until such time as more information is known and our discussions with HMRC have been concluded, we have provided in full for the sum paid.
Net assets at period end were £1.40 million representing 2.77 pence per share. This reflects the treatment of the HMRC payment above but not any value for the Web-clubs stake.
The investment strategy of investing in low-risk bonds and equities, approved by shareholders at the meeting in January 2010, does not, in my opinion represent a very attractive investment opportunity. We are actively considering other investment opportunities and will present them to shareholders if they have merit.
Although we have significantly reduced operating expenses since our appointment to the Board, the Company continues to have considerable cost in maintaining its operations, particularly in relation to the French branch.
Outlook
The administrative burden inherited by us is now mostly discharged and I look forward to more profitable opportunities ahead.
Jonathan Lander
Chairman
29 September 2010
Consolidated income statement
|
|
Note | 6 months to 30 June 2010 | 6 months to 30 June 2009 | Year ended 31 December 2009 |
|
|
| £'000 | £'000 | £'000 |
| Continuing operations |
|
|
|
|
| Revenue |
| - | - | - |
| Cost of sales |
| - | - | - |
|
|
|
|
|
|
| Gross profit |
| - | - | - |
|
|
|
|
|
|
| Administrative expenses |
| (307) | (1,116) | (1,337) |
|
|
|
|
|
|
| Operating loss |
| (307) | (1,116) | (1,337) |
|
|
|
|
|
|
| Finance costs |
|
|
|
|
| - Interest on bank overdraft and loans | 3 | (55) | (226) | (234) |
| - Foreign exchange gain on loan payable |
| - | 102 | 308 |
|
|
|
|
|
|
| Loss before tax |
| (362) | (1,240) | (1,263) |
| Tax |
| - | - | - |
|
|
|
|
|
|
| Loss for the period from continuing operations |
| (362) | (1,240) | (1,263) |
|
|
|
|
|
|
| Discontinued operations |
|
|
|
|
| Profit for the period from discontinued operations | 4 | 1,667 | 1,472 | 440 |
|
|
|
|
|
|
| Profit/(loss) for the period |
| 1,305 | 232 | (823) |
|
|
|
|
|
|
|
|
|
|
|
|
| (Loss)/earnings per share | 5 |
|
|
|
|
|
|
|
|
|
| Continuing operations |
|
|
|
|
| - Basic (pence) |
| (0.72) | (2.45) | (2.50) |
| - Diluted (pence) |
| (0.72) | (2.45) | (2.50) |
|
|
|
|
|
|
| Discontinued operations |
|
|
|
|
| - Basic (pence) |
| 3.30 | 2.91 | 0.87 |
| - Diluted (pence) |
| 3.30 | 2.91 | 0.87 |
|
|
|
|
|
|
| Total |
|
|
|
|
| - Basic (pence) |
| 2.58 | 0.46 | (1.63) |
| - Diluted (pence) |
| 2.58 | 0.46 | (1.63) |
|
|
|
|
|
|
Consolidated statement of comprehensive income
|
|
| 6 months to 30 June 2010 | 6 months to 30 June 2009 | Year ended 31 December 2009 |
|
|
| £'000 | £'000 | £'000 |
|
|
|
|
|
|
| Profit/(loss) for the period |
| 1,305 | 232 | (823) |
|
|
|
|
|
|
| Other comprehensive income/(expense) |
|
|
|
|
| Exchange differences on translation of foreign operations | - | (1,642) | (1,729) | |
| Tax taken directly to equity |
| - | 6 | - |
|
|
|
|
|
|
| Other comprehensive income/(expense), net of tax | - | (1,636) | (1,729) | |
|
|
|
|
|
|
| Total comprehensive income/(expense) for the period | 1,305 | (1,404) | (2,552) | |
|
|
|
|
|
|
Consolidated statement of changes in equity
|
| Share capital £'000 | Share premium £'000 | Share option reserve £'000 | Other reserve £'000 | Retained Earnings £'000 | Total £'000 |
| Changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit for the period | - | - | - | - | 1,305 | 1,305 |
| Other comprehensive income for the period | - | - | - | - | - | - |
|
|
|
|
|
|
|
|
| Total comprehensive income for the period | - | - | - | - | 1,305 | 1,305 |
| Balance at 1 January 2010 | 202 | 26,680 | - | 2,372 | (29,159) | 95 |
|
|
|
|
|
|
|
|
| Balance at 30 June 2010 | 202 | 26,680 | - | 2,372 | (27,854) | 1,400 |
|
|
|
|
|
|
|
|
|
| Share capital £'000 | Share premium £'000 | Share option reserve £'000 | Other reserve £'000 | Retained Earnings £'000 | Total £'000 |
| Changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit for the period | - | - | - | - | 227 | 227 |
| Other comprehensive loss for the period | - | - | - | - | (1,636) | (1,636) |
|
|
|
|
|
|
|
|
| Total comprehensive loss for the period | - | - | - | - | (1,409) | (1,409) |
| Balance at 1 January 2009 | 202 | 26,680 | 535 | 2,372 | (27,142) | 2,647 |
| Share based payment transaction | - | - | (225) | - | - | (225) |
|
|
|
|
|
|
|
|
| Balance at 30 June 2009 | 202 | 26,680 | 310 | 2,372 | (28,551) | 1,013 |
|
|
|
|
|
|
|
|
|
| Share capital £'000 | Share premium £'000 | Share option reserve £'000 | Other reserve £'000 | Retained Earnings £'000 | Total £'000 |
| Changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss for the year | - | - | - | - | (823) | (823) |
| Other comprehensive loss for the year | - | - | - | - | (1,729) | (1,729) |
|
|
|
|
|
|
|
|
| Total comprehensive loss for the year | - | - | - | - | (2,552) | (2,552) |
| Balance at 1 January 2009 | 202 | 26,680 | - | 2,372 | (26,607) | 2,647 |
|
|
|
|
|
|
|
|
| Balance at 31 December 2009 | 202 | 26,680 | - | 2,372 | (29,159) | 95 |
|
|
|
|
|
|
|
|
Consolidated statement of financial position
|
|
| 30 June 2010 | 30 June 2009 | 31 December 2009 |
|
| Note | £'000 | £'000 | £'000 |
| Assets |
|
|
|
|
|
|
|
|
|
|
| Current assets |
|
|
|
|
| Trade and other receivables |
| 837 | 802 | 84 |
| Cash and cash equivalents |
| 992 | 953 | 488 |
| Assets held for sale |
| - | 11,678 | 11,019 |
|
|
|
|
|
|
| Total current assets |
| 1,829 | 13,433 | 11,591 |
|
|
|
|
|
|
| Total assets |
| 1,829 | 13,433 | 11,591 |
|
|
|
|
|
|
| Liabilities
|
|
|
|
|
| Current liabilities |
|
|
|
|
| Trade and other payables |
| (429) | (3,965) | (1,114) |
| Provisions |
| - | - | (965) |
| Obligations under finance leases |
| - | (6) | - |
| Bank loans and overdrafts | 3 | - | (3,750) | (3,509) |
| Liabilities directly associated with assets classified as held for sale |
| - | (4,699) | (5,908) |
|
|
|
|
|
|
| Total current liabilities |
| (429) | (12,420) | (11,496) |
|
|
|
|
|
|
| Total liabilities |
| (429) | (12,420) | (11,496) |
|
|
|
|
|
|
| TOTAL NET ASSETS |
| 1,400 | 1,013 | 95 |
|
|
|
|
|
|
| Equity |
|
|
|
|
| Share capital |
| 202 | 202 | 202 |
| Share premium account |
| 26,680 | 26,680 | 26,680 |
| Share option reserve |
| - | 310 | - |
| Other reserves |
| 2,372 | 2,372 | 2,372 |
| Retained deficit |
| (27,854) | (28,551) | (29,159) |
|
|
|
|
|
|
| TOTAL EQUITY |
| 1,400 | 1,013 | 95 |
|
|
|
|
|
|
Consolidated statement of cash flows
|
|
|
6 months to 30 June 2010 |
6 months to 30 June 2010 | 6 months to 30 June 2009 | 6 months to 30 June 2009 |
Year ended 31 December 2009 |
Year ended 31 December 2009 |
|
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
|
|
|
|
| Profit/(loss) for the period |
|
|
|
|
|
|
|
| Continuing |
|
| (362) |
| (1,240) |
| (1,263) |
| Discontinued |
|
| 1,667 |
| 1,472 |
| 440 |
| Adjustments for: |
|
|
|
|
|
|
|
| Finance expense |
| 55 |
| 226 |
| 234 |
|
| Gain arising on disposal of discontinued operations |
| (1,667) |
| (1,102) |
| (273) |
|
| Income tax expense |
| - |
| 182 |
| 323 |
|
| Depreciation and amortisation |
| - |
| 99 |
| 530 |
|
| Foreign exchange revaluation loss/(gain) |
| (2) |
| (102) |
| (308) |
|
| Share based payment expenses |
| - |
| (226) |
| - |
|
| Movement in provisions |
| - |
| - |
| (807) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,614) |
| (923) |
| (301) |
|
|
|
|
|
|
|
|
|
| Operating cash flows before movements in working capital |
|
| (309) |
| (691) |
| (1,124) |
|
|
|
|
|
|
|
|
|
| (Increase)/decrease in trade and other receivables |
|
| (299) |
| 3,007 |
| 5,912 |
| Decrease in trade and other payables |
|
| (1,498) |
| (3,490) |
| (5,706) |
|
|
|
|
|
|
|
|
|
| Cash (used in)/generated by operations |
|
| (2,106) |
| (1,174) |
| (918) |
|
|
|
|
|
|
|
|
|
| Taxation received |
|
| - |
| - |
| 535 |
| Interest paid |
|
| (55) |
| (220) |
| (477) |
|
|
|
|
|
|
|
|
|
| Net cash from operating activities |
|
| (2,161) |
| (1,394) |
| (860) |
|
|
|
|
|
|
|
|
|
| Investing activities |
|
|
|
|
|
|
|
| Disposal of subsidiaries net of costs |
| 6,232 |
| 2,955 |
| 2,079 |
|
| Interest received |
| - |
| 4 |
| - |
|
|
|
|
|
|
|
|
|
|
| Net cash generated from investing activities |
|
| 6,232 |
| 2,959 |
| 2,079 |
|
|
|
|
|
|
|
|
|
| Financing activities |
|
|
|
|
|
|
|
| Repayment of borrowings |
| (3,509) |
| (2,918) |
| (2,901) |
|
| Finance lease obligations |
| - |
| 5 |
| - |
|
|
|
|
|
|
|
|
|
|
| Net cash used in financing activities |
|
| (3,509) |
| (2,913) |
| (2,901) |
|
|
|
|
|
|
|
|
|
| Net increase/decrease in cash and cash equivalents |
|
| 562 |
| (1,348) |
| (1,682) |
| Cash and cash equivalents at beginning of period |
|
| 488 |
| 3,704 |
| 3,704 |
| Effect of foreign exchange rate changes |
|
| (58) |
| 49 |
| (535) |
| Cash balance held within assets held for sale |
|
| - |
| - |
| (999) |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents at end of period |
|
| 992 |
| 2,405 |
| 488 |
|
|
|
|
|
|
|
|
|
1 Financial information
The financial information for the period ended 30 June 2010 and the comparative figures for the period ended 30 June 2009 have not been reviewed or audited by the Group's auditors and have been prepared on the basis of the accounting policies adopted by the Group under IFRS. The same accounting policies and methods of computation are followed in the interim financial report as published by the company on 29 June 2010 in its annual financial statements, which are available on the Company's website at www.directex.co.uk.
The comparative figures for the year ended 31 December 2009 have been prepared under IFRS. They do not constitute statutory accounts as defined by the Companies Act 2006. The accounts for the year ended 31 December 2009 received an unmodified auditor's report and have been filed with the Registrar of Companies.
Copies of this statement will be available to members of the public at the Company's registered office: c/o Dawnay, Day Lander Limited, York House, 74-82 Queen Victoria Street, London, EC4N 4SJ and on its website www.directex.co.uk.
2 Segment information
Segmental information is presented in respect of the Group's primary business segments. Segmental results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Continuing operations comprise principally head office and investment management expenses.
The Group's primary reporting format for reporting segment information is business segments.
Results - Six months ended 30 June 2010
|
| Continuing operations £'000 | Discontinued operations £'000 |
|
|
|
|
| Revenue | - | - |
|
|
|
|
| Operating loss | (307) | - |
|
|
|
|
| Gain on disposal | - | 1,667 |
| Finance expense | (55) | - |
|
|
|
|
| (Loss)/profit for the period before taxation | (362) | 1,667 |
|
|
|
|
| Taxation | - | - |
|
|
|
|
| (Loss)/profit for the period | (362) | 1,667 |
|
|
|
|
2 Segment information (continued)
Results - Six months ended 30 June 2009
|
| Continuing operations £'000 | Discontinued operations £'000 |
|
|
|
|
| Revenue | - | 7,997 |
|
|
|
|
| Operating (loss)/profit from operations | (1,116) | 1,654 |
|
|
|
|
| Finance expense | (226) | - |
| Foreign exchange gain on loan payable | 102 | - |
|
|
|
|
| (Loss)/profit for the period before taxation | (1,240) | 1,654 |
|
|
|
|
| Taxation | - | (182) |
|
|
|
|
| (Loss)/profit for the period | (1,240) | 1,472 |
|
|
|
|
Results - Year ended 31 December 2009
|
| Continuing operations £'000 | Discontinued operations £'000 |
|
|
|
|
| Revenue | - | 14,997 |
|
|
|
|
| Operating (loss)/profit from operations | (1,337) | 490 |
|
|
|
|
| Gain on disposal | - | 273 |
| Finance income | 74 | - |
|
|
|
|
| (Loss)/profit for the year before taxation | (1,263) | 763 |
|
|
|
|
| Taxation | - | (323) |
|
|
|
|
| (Loss)/profit for the year | (1,263) | 440 |
|
|
|
|
3 Finance expense and bank debt
The finance expense of £55,000 relates to interest on the Group's loans with Barclays Bank, which were repaid in full in January 2010. The Group had no bank debt outstanding at the period end.
4 Discontinued operations
Discontinued operations relate to the activities of Netcollections and Directinet (and in 2009 also NP6, which was sold in April 2009). Netcollections and Directinet were sold in January 2010 for an initial consideration of €7,350,000, which was subject to a net assets adjustment. Following some negotiation with the buyer in relation to the treatment of certain items included in the buyer's proposed net assets determination, the final consideration has been agreed as €7,560,000, all of which has now been received.
5 Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
|
| 6 months to 30 June 2010 £'000 | 6 months to 30 June 2009 £'000 | Year ended 31 December 2009 £'000 |
| Including discontinued operations |
|
|
|
|
Earnings |
|
|
|
| Earnings/(loss) for the purposes of basic and diluted earnings/(loss) per share |
1,305 |
232 |
(823) |
|
|
|
|
|
|
| No.'000 | No.'000 | No.'000 |
| Number of shares |
|
|
|
| Weighted average number of ordinary shares for the purposes of basic and diluted earnings/(loss) per share |
50,518 |
50,518 |
50,518 |
|
|
|
|
|
| From continuing operations | 6 months to 30 June 2010 £'000 | 6 months to 30 June 2009 £'000 | Year ended 31 December 2009 £'000 |
|
|
|
|
|
| Earnings/(loss) for the purposes of basic and diluted earnings/(loss) per share |
1,305 |
232 |
(823) |
| Adjustment to exclude profit for the period from discontinued operations | (1,667) | (1,472) | (440) |
|
|
|
|
|
| Loss from continuing operations for the purposes of basic and diluted earnings per share excluding discontinued operations |
(362) |
(1,240) |
(1,263) |
|
|
|
|
|
|
|
|
|
|
The company has in issue warrants to subscribe for up to 3 million ordinary shares at 0.4 pence per share. There is no dilutive effect from the warrants in issue in view of the loss from continuing operations.
6 Dividend
The Board is not recommending the payment of an interim dividend for the period ended 30 June 2010.