Half Yearly Report

RNS Number : 7923M

One Delta PLC

29 August 2013

 



29 August 2013

One Delta plc

 (the "Company")

Condensed unaudited interim financial statements for the six months ended 31 May 2013

Chairman's Statement

I am pleased to present the unaudited results for the six months ended 31 May 2013.

Restructuring

I can report that the proposals made in the Annual Report for the fourteen months ended 30 November 2012 (the "Report") were passed at the Extraordinary General Meeting of the Company held on 23 April 2013. The Buyback Contract (as defined in the Report) has therefore been executed and the Company's holding in the UK trading subsidiary, One Delta Limited (the "subsidiary" or "ODL"), is now approximately 51.5%. As a consequence the Company has taken 15,000,005 Ordinary no par value shares into treasury.

The Company maintains a keen interest in the operation of ODL, and an agreement between the Company, ODL, Phil Dale, Richard Ludford and Sean Reel governs how the subsidiary is now run.

Financial Performance

The Company continues to be operated on a tight budget and the Board has maintained costs at a minimal level.  No director or consultant has received any remuneration (other than the shares referred to in the reverse documentation published in December 2011) since the acquisition of ODL.

The results for the six months to 31 May 2013 show sales revenues of £14,383 and losses for the period of £109,578, resulting in a remaining cash balance of £56,317.

The level of revenue generated by the subsidiary continues to be disappointing. Whilst enquiries are being received for the supply of product and ODL's pricing structure appears to be competitive, the conversion of quotations into sales remains slow.

The subsidiary's fencing and construction products have been well received by the relevant industries and feedback in respect of the limited amount of product sold is positive but ODL continues to miss its own sales targets.

The acoustic qualities of the Dale Fence are above industry standard and have attracted interest from utility and transport companies.  However, the decision-making process in relation to new product within these industries appears to be lengthy.

That said, the subsidiary's sales team remains active and is hopeful of generating improved sales revenues in the near future.  Indeed, pursuing its strategy of joining with existing fencing companies ODL's products have recently been included in the brochure of a nationwide fencing company and are being marketed by other more localised entities.

Outlook

The restructuring of the Company, referred to above, has provided it with the capacity to consider other opportunities into which it might wish to diversify.

The Board has looked at a number of potential transactions and business opportunities that would allow the Company to expand its activities but to date these have not proved satisfactory.

The Board is also mindful of the financial position of the Company and, given the monthly burn rate of approximately £10,400, is working on a strategy to raise further capital to maintain the Company's liquidity as a going concern and the working capital at an acceptable level.

Roger Maddock

Chairman

Enquiries:

One Delta plc
Roger Maddock, Executive Chairman Roger King, Executive Director	Tel: [phone] Tel: [phone]
Sanlam Securities UK Limited (Nominated Adviser and Broker)
Simon Clements/Virginia Bull	Tel: [phone]

Consolidated statement of comprehensive income

		Unaudited six months ended 31 May 2013	Unaudited six months ended 31 May 2012	Audited fourteen months ended 30 November 2012
	Notes	£	£	£
Sales income	4	14,383	1,624	33,318
Cost of sales		(1,016)	-	(39,773)
Gross profit/(loss)		13,367	1,624	(6,455)
Rental income	4	5,667	-	-
Rental expenses		-	-	(11,054)
Other income	4	-	-	478
Other expenses		(124,832)	(311,241)	(753,571)
Impairment of goodwill		-	-	(1,135,755)
Amortisation of intangible asset		(5,000)	-	(10,000)
Net loss on ordinary activities before taxation		(110,798)	(309,617)	(1,916,357)
Taxation		-	-	-
Net (loss) and total comprehensive income		(110,798)	(309,617)	(1,916,357)
Attributable to:
Owners of the Company	2	(109,578)	(309,617)	(1,916,357)
Non-controlling interest		(1,220)	-	-
		(110,798)	(309,617)	(1,916,357)
Basic (loss) per share (pence)	2	(0.39)	(1.4)	(7.3)

Notes

The Company has no recognised gains or losses other than those disclosed in the Consolidated statement of comprehensive income.

Statement of Financial Position

		(unaudited)	(unaudited)	(audited)
		31 May	31 May	30 November
		2013	2012	2012
	Notes	£	£	£
Non-current assets
Goodwill		300,000	1,468,981	300,000
Intangible asset		35,000	-	40,000
		335,000	1,468,981	340,000
Current assets
Inventory		17,415	13,351	16,818
Other receivables		21,158	90,258	15,708
Cash and cash equivalents		56,317	303,904	149,750
		94,890	407,513	182,276
Creditors - amounts falling due within one year
Other payables		(72,611)	(49,101)	(54,199)
Net current assets		22,279	358,412	128,077
Total net assets		357,279	1,827,393	468,077
Equity
Stated capital	5	5,326,952	5,117,660	5,326,952
Capital reserve		(706,395)	(706,395)	(706,395)
Issue costs reserve		(679,868)	(679,868)	(679,868)
Revenue reserve		(3,565,304)	(1,904,004)	(3,472,612)
Equity attributable to owners of the Company		375,385	1,827,393	468,077
Non-controlling interest		(18,106)	-	-
Total equity		357,279	1,827,393	468,077

Statement of Cash Flows

		(unaudited)	(unaudited)	(audited)
		Six months ended	Six months ended	Fourteen months ended
		31 May 2013	31 May 2012	30 November 2012
		£	£	£
Cash flow from operating activities
Sales income		14,383	1,624	33,548
Cost of sales		(1,016)	-	-
Rental income		5,667	5,102	478
Purchase/(depletion) of stock		(597)	-	(15)
Rental expenses		-	-	(10,445)
Other expenses		(111,870)	(296,447)	(603,233)
Net cash (outflow) from operating activities		(93,433)	(289,721)	(579,667)
Taxation paid		-	-	-
Cash flow from investing activities
Cash from acquisition of subsidiary		-	107,832	107,832
Interest income received		-	-	-
Deposit recovered		-	-	-
Net cash inflow from investing activities		-	107,832	107,832
(Decrease) in cash before financing		(93,433)	(181,889)	(471,835)
Cash flow from financing activities
Shares issued		-	213,750	223,750
Loan payments received		-	78	87,739
Redemption of shares		-	-	-
Net cash inflow from financing activities		-	213,828	311,489
Net (decrease) / increase in cash and cash equivalents		(93,433)	31,939	(160,346)
Cash and cash equivalents at the start of the period		149,750	271,964	310,096
Cash and cash equivalents at the end of the period		56,317	303,903	149,750

Statement of changes in equity

			Issue			Non-
	Stated	Capital	costs	Revenue		controlling	Total
	capital	reserves	reserve	reserve	Total	interest	equity
	£	£	£	£	£	£	£
For the six months ended 31 May 2013 (unaudited)
At 1 December 2012	5,326,952	(706,395)	(679,868)	(3,472,612)	468,077	-	468,077
Loss for the period	-	-	-	(109,578)	(109,578)	(1,220)	(110,798)
Transfer to non-controlling interest	-	-	-	16,886	16,886	(16,886)	-
At 31 May 2013	5,326,952	(706,395)	(679,868)	(3,565,304)	375,385	(18,106)	357,279
For the six months ended 31 May 2012 (unaudited)
At 1 December 2011	3,208,910	(706,395)	(679,868)	(1,594,387)	228,260	-	228,260
Loss for the period	-	-	-	(309,617)	(309,617)	-	(309,617)
Issue of consolidation shares	1,700,000	-	-	-	1,700,000	-	1,700,000
Issue of participation shares	208,750	-	-	-	208,750	-	208,750
At 31 May 2012	5,117,660	(706,395)	(679,868)	(1,904,004)	1,827,393	-	1,827,393
For the fourteen months ended 30 November 2012 (audited)
At 1 October 2011	3,208,910	(706,395)	(679,868)	(1,556,255)	266,392	-	266,392
Loss for the period	-	-	-	(1,916,357)	(1,916,357)	-	(1,916,357)
Issue of fee shares	209,292	-	-	-	209,292	-	209,292
Issue of consolidation shares	1,700,000	-	-	-	1,700,000	-	1,700,000
Issue of participation shares	208,750	-	-	-	208,750	-	208,750
At 30 November 2012	5,326,952	(706,395)	(679,868)	(3,472,612)	468,077	-	468,077

Notes to the financial statements

1. Accounting Policies

(a) Basis of preparation

The consolidated interim financial statements have been prepared under the historical cost convention, as modified to include the revaluation of quoted investments and investment properties and in accordance with applicable Accounting Standards as adopted by the European Union. Applicable Accounting Standards for these purposes are International Financial Reporting Standards ("IFRS"), as adopted by the European Union.

The interim financial information has been prepared in accordance with IAS 34 "Interim financial reporting" as adopted by the European Union. 

The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 31 May 2013 are the same as those followed in the preparation of the Group's annual financial statements for the fourteen months ended 30 November 2012 and are those the Group expect to apply into financial statements for the year ending 30 November 2013.

The seasonality or cyclicality of operations does not impact on the interim financial information.

(b) Basis of consolidation

The accompanying financial statements and related notes present the consolidated financial position as of 31 May 2013 and the consolidated results of the operations, cash flows and changes in equity, for the period ended 31 May 2013. All significant intercompany transactions have been eliminated.

2. (Loss) per share

Basic earnings per share amounts are calculated by dividing the net loss for the period attributable to ordinary equity holders of the Company by the weighted average number of participating ordinary shares outstanding during the year.

Diluted earnings per share are not applicable to the Company, since there is only one participating class of share issued by the Company.

The following reflects the income and share data used in the basic earnings per share computation:

	31 May	31 May	30 November
	2013	2012	2012
Loss attributable to ordinary shareholders	(£109,578)	(£309,617)	(£1,916,357)
Weighted average number of shares in issue	28,442,487	22,735,657	26,366,056
Basic (loss) per share	(0.39p)	(1.4p)	(7.3p)

3. Operating segment

The Company is currently in the early stages of developing its technology and hence only has one operating segment.

4. Income

	Six months ended	Six months ended	Fourteen months ended
	31 May 2013	31 May 2012	30 November 2012
	£	£	£
Sales income	14,383	1,624	33,318
Rental income	5,667	-	-
Other income	-	-	478
	20,050	1,624	33,796

5. Stated capital

The Company is a no par value ('NPV') company

	31 May 2013	31 May 2012	30 November 2012
Authorised:	Number	Number	Number
Founder shares	10	10	10
99,999,990 Participating shares	99,999,990	99,999,990	99,999,990
	100,000,000	100,000,000	100,000,000
Issued and fully paid:	Number	Number	Number
Founder shares	2	2	2
Participating shares	31,574,356	31,574,356	31,574,356

All costs associated with the issue of shares have been taken to the issue costs reserve.

6. Copies of the interim results

Copies of the half-yearly results will be available from the Company's registered office PO Box 264, JP Morgan House, Grenville Street, St. Helier, Jersey JE4 8QT, and will be available from the Company's website www.onedeltaplc.com.

 

END

 

 

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