KLEENAIR SYSTEMS INTERNATIONAL PLC
(AIM: KSI)
Unaudited Interim Financial Information for the six months ended 31 December 2009
CHAIRMAN'S STATEMENT
I am publishing the financial statements for the half year to 31 December 2009.
The period to date has been one of consolidating the company's financial position to enable us to move forward.
During the period, we raised £252,248 (net £229,317) by way of convertible loan notes, to pay the expenses of reorganisation.
W. V. Reid
Chairman
30 March 2010
Consolidated Comprehensive Income Statement
for the six months ended 31 December 2009
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Note |
Six months to 31 December 2009 Unaudited |
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Six months to 31 March 2009 Unaudited |
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9 months to 30 June 2009 Audited |
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£ |
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£ |
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£ |
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Revenue |
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- |
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- |
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- |
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Administrative expenses |
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(265,536) |
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(157,169) |
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(252,265) |
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──────── |
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──────── |
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──────── |
(Loss) before tax |
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(265,536) |
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(157,169) |
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(252,265) |
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Income tax charges |
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- |
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- |
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- |
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──────── |
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──────── |
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──────── |
(Loss) for the period from continuing operations attributable to shareholders |
(265,536) |
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(157,169) |
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(252,265) |
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═══════ |
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═══════ |
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═══════ |
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(Loss) per share - Pence |
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Basic and diluted 5 |
(48.06) |
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(39.21) |
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(90.27) |
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═══════ |
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═══════ |
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═══════ |
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Consolidated Statement of Financial Position as at 31 December 2009
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Six months to 31 December 2009 Unaudited |
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Six months to 31 March 2009 Unaudited |
9 months to 30 June 2009 Audited |
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£ |
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£ |
£ |
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Assets |
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Current assets |
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Trade and other receivables |
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- |
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- |
- |
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Cash and cash equivalents |
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- |
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533 |
355 |
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─────── |
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─────── |
─────── |
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- |
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533 |
355 |
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─────── |
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─────── |
─────── |
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Current liabilities |
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Trade and other payables |
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(456,853) |
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(476,132) |
(448,920) |
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─────── |
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─────── |
─────── |
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|
(456,853) |
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(476,132) |
(448,920) |
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─────── |
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─────── |
─────── |
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Net Current (Liabilities) |
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(456,853) |
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(475,599) |
(448,565) |
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Non-Current Liabilities |
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Financial liabilities - borrowings and |
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Interest bearing loans |
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(192,248) |
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- |
- |
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─────── |
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─────── |
─────── |
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Net deficit |
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(649,101) |
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(475,599) |
(448,565) |
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══════ |
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══════ |
══════ |
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Equity |
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Capital and reserves |
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Called up share capital |
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406,982 |
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278,812 |
400,932 |
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Share premium |
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2,837,687 |
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2,778,727 |
2,778,737 |
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Other reserves |
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86,891 |
|
86,891 |
86,891 |
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Profit and loss deficit |
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|
(3,980,661) |
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(3,620,029) |
(3,715,125) |
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─────── |
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─────── |
─────── |
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Total |
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(649,101) |
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(475,599) |
(448,565) |
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══════ |
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══════ |
══════ |
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Consolidated Statement of Changes in Equity
For the six months ended 31 December 2009
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Share |
Share |
Other |
Retained |
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Capital |
Premium |
Reserves |
Earnings |
Total |
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£ |
£ |
£ |
£ |
£ |
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As at 1 October 2008 |
277,994 |
2,761,555 |
86,891 |
(3,462,860) |
(336,420) |
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Shares issued |
818 |
17,172 |
- |
- |
17,990 |
Loss after tax for the period |
- |
- |
- |
(157,169) |
(157,169) |
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──────── |
──────── |
──────── |
──────── |
──────── |
As at 31 March 2009 |
278,812 |
2,778,727 |
86,891 |
(3,620,029) |
(475,599) |
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Shares issued |
122,120 |
10 |
- |
- |
122,130 |
Loss after tax for the period |
- |
- |
- |
(95,096) |
(95,096) |
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──────── |
──────── |
──────── |
──────── |
──────── |
As at 30 June 2009 |
400,932 |
2,778,737 |
86,891 |
(3,715,125) |
(448,565) |
Loss after tax for the period |
- |
- |
- |
(265,536) |
(265,536) |
Issue of shares |
6,050 |
58,950 |
- |
- |
65,000 |
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──────── |
──────── |
──────── |
──────── |
──────── |
As at 31 December 2009 |
406,982 |
2,837,687 |
86,891 |
(3,980,661) |
(649,101) |
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═══════ |
═══════ |
═══════ |
═══════ |
═══════ |
Consolidated Statement of Cash Flow
For the six months ended 31 December 2009
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Six months to 31 December 2009 Unaudited |
Six months to 31 March 2009 Unaudited |
9 months to 30 June 2009 Audited |
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Note |
£ |
£ |
£ |
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Operating activities |
6 |
(252,603) |
(29,321) |
(19,509) |
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─────── |
─────── |
─────── |
Net cash (outflow) from operating activities |
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(252,603) |
(29,321) |
(19,509) |
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─────── |
─────── |
─────── |
Financing activities |
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Loans received |
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252,248 |
10,000 |
- |
Issue of new shares |
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- |
17,990 |
18,000 |
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─────── |
─────── |
─────── |
Net cash from financing activities |
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252,248 |
27,990 |
18,000 |
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─────── |
─────── |
─────── |
Net cash (outflow) |
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(355) |
(1,331) |
(1,509) |
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Cash and cash equivalents at the beginning of the period |
|
355 |
1,864 |
1,864 |
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─────── |
─────── |
─────── |
Cash and cash equivalents at the end of the period |
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- |
533 |
355 |
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══════ |
══════ |
══════ |
Notes to the Interim Financial Information
1. General Information
Kleenair Systems International Plc is a company incorporated in England and Wales and quoted on the AIM market of the London Stock Exchange.
2. Basis of Preparation
These consolidated interim financial information have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and on the historical cost basis, using the accounting policies which are consistent with those set out in the Company's Annual Report and Accounts for the period ended 30 June 2009. This interim financial information for the six months to 31 December 2009, which complies with IAS 34 'Interim Financial Reporting', was approved by the Board on 30 March 2010.
3. Significant Accounting Policies
Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the period ended 30 June 2009, as described in those annual financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made within the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired entity, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non - current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.
The interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.
Goodwill
Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of the cost of acquisition over the group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and subsequently measured at cost less any accumulated impairment losses.
Taxes
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
Standards and Interpretations adopted with no material effect on financial statements
The following new and revised Standards and Interpretations have been adopted in these financial statements. Their adoption has not had any significant impact on the amounts reported in these financial statements but may effect the accounting for future transactions and arrangements.
Title Issued Effective date
IFRS Improvements re IFRS 5. May 08 Accounting periods beginning
on or after 01 July 2009.
IAS 27 Consolidated and Separate Financial Jan 08 Accounting periods beginning
statements on or after 01 July 2009.
IFRS 3 Business Combinations Jan 08 Accounting periods beginning
on or after 01 July 2009
IAS 39 Financial Instruments: Recognition Jul 08 Accounting periods beginning
and management (amendment) - Eligible on or after 01 July 2009
Hedged Items
IFRIC 17 Distributions of Non-cash Assets Nov 08 Accounting periods beginning
to Owners on or after 01 July 2009
IFRS 1 First- time Adoption of IFRS (revised) Nov 08 Accounting periods beginning
on or after 01 July 2009
IFRIC 18 Transfer of Assets to Owners Jan 09 Accounting periods beginning
on or after 01 July 2009
Standards and Interpretations issued but not effective on financial statements
The following new and revised Standards and Interpretations have not been adopted in these financial statements as they are not yet effective in the period being reported on.
Title Issued Effective date
IFRS Improvements regarding IAS 17 Apr 09 Accounting periods beginning
Leases on or after 01 January 2010
Clarification to the scope of IFRS 2 Share Based June 09 Accounting periods beginning
Payments on or after 01 January 2010
Standards and Interpretations issued but not yet EU approved
The following new and revised Standards and Interpretations have not been approved but may have on impact on future accounting.
Title Issued Effective date
Amendments to IFRS 1 Additional Exemptions for July 09 Accounting periods beginning
First-time Adopters on or after 01 January 2010
Amendments to IAS 32 Classification of Rights issues Oct 09 Accounting periods beginning
on or after 01 February 2010
IFRIC 19 Extinguishing Financial Liabilities with Equity Nov 09 Accounting periods beginning
Instruments on or after 01 July 2010
IFRIC 14 (Amendment) Prepayments of a minimum Nov 09 Accounting periods beginning
funding requirement on or after 01 January 2011
Revised IAS 24 Related Party Disclosures Nov 09 Accounting periods beginning
on or after 01 January 2011
IFRS 7 Improving Disclosures about Financial Mar 09 Accounting periods beginning
Instruments on or after 01 January 2010
IFRS 9 Financial Instruments Nov 09 Accounting periods beginning
On or after 01 January 2013
4. SEGMENTAL ANALYSIS
The Company's primary reporting format is business segments and its secondary format is geographical segments. The Company only operates in a single business and geographical segment. Accordingly no segmental information for business segment or geographical segment is required.
5. Earnings/(loss) per Share
The loss per ordinary share is based on the Company's loss for the period of £265,536 (31 March 2009 - £157,169; 30 June 2009 - £252,265 loss) and a basic and diluted weighted average number of shares in issue of 552,562 (31 March 2009 - basic and diluted 279,471; 30 June 2009- basic and diluted 400,807; both adjusted for the consolidation in August 2009).
6. Reconciliation of operating loss to net cash outflow from operating activities.
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Six months to 31 December 2009 |
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Six months to 31 March 2009 |
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9 months to 30 June 2009 |
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|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
Operating Loss for the period |
|
(265,536) |
|
(157,169) |
|
(252,265) |
Adjustments for : |
|
|
|
|
|
|
Decrease in receivables |
|
- |
|
11,798 |
|
11,798 |
Increase in payables |
|
12,933 |
|
116,050 |
|
220,958 |
|
|
─────── |
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─────── |
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─────── |
Net cash from operating activities |
|
(252,603) |
|
(29,321) |
|
(19,509) |
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══════ |
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══════ |
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══════ |
7. Called up Share Capital
The issued share capital is as follows
|
Ordinary 'A' shares of |
Ordinary 'B' shares of |
Deferred shares of |
|
£0.01 |
£0.01 |
£0.99 |
|
|
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|
31 December 2009 |
883,812 |
122,120 |
278,812 |
|
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|
|
30 June 2009 (audited) |
27,881,242 |
12,212,000 |
- |
|
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|
|
31 March 2009 |
27,881,242 |
- |
- |
|
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|
|
30 September 2008 (Audited) |
27,799,424 |
- |
- |
|
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|
The 'A' and 'B' ordinary shares were consolidated by effectively dividing the existing number of shares by 100 and compensating with deferred shares which are effectively worthless.
8. The unaudited interim financial information for period ended 31 December 2009 do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The comparative figures for the period ended 30 June 2009 are extracted from the statutory financial statements which have been filed with the Registrar of Companies and which contain an unqualified audit report and did not contain statements under Section 498 to 502 of the Companies Act 2006.
9. Copies of this interim financial information document are available from the Company at its registered office at 7th Floor, 39 St James's Street, London SW1A 1JD. The interim financial information document will also be available on the Company's website www.kleenairsystems.co.uk.