13th Sep 2010 07:00
13 September 2010
NetDimensions (Holdings) Limited
("NetDimensions" or the "Company")
Interim Results for the six months ended 30 June 2010
NetDimensions is a global software provider that provides companies, government agencies and other organizations with enterprise-class performance, knowledge and learning management related software and services, enabling its clients to manage the delivery and administration of their training programs.
NetDimensions continues to deliver strong trading performance
Financial Highlights
·; Revenue increased 11% to US$3.38m (H1'09: US$3.05m)
·; Loss of US$0.26m (H1'09: Profit of US$0.41m) includes a US$0.15m unrealized exchange loss and an operating loss of US$0.08m primarily due to planned infrastructure build-up
·; Headcount up to 73 from 50 at the end of H1'09 (Headcount at year end: 56)
·; Cash at bank of US$6.3m - equates to 16.7p in cash per share (based on 30 June 2010 currency rates)
·; Second half sales are expected to be stronger, in line with the Company's historical trends
Operations Highlights
·; Completed acquisition of the EKP client business from Intellego Holdings plc, the Company's UK-based reseller
·; Established a UK office in Guildford near London, to handle the acquired customers and generally strengthen our services and support capabilities in the Europe, Middles East and Africa (EMEA) region
·; Added 45 new clients including the Copesan Services, Inc., the Industrial Development Corporation of South Africa Limited and the Central Bank of Kenya
·; Launched the 6.1 version of the Company's flagship product, The Enterprise Knowledge Platform
Commenting on the results Roger Durn, Chairman, said: "We have achieved encouraging revenue growth, especially in the EMEA region despite uncertainty and ongoing European financial turmoil, and added 45 new clients in the last six months. With this solid first half performance and our current pipeline, we expect to continue to see strong sales growth during the second half of the year."
"NetDimensions has decided it is time to invest in geographic expansion and broadening the product and services portfolio, both organically and strategically, to leap frog our growth for 2011 after our successful acquisition and integration of the EKP client business from Intellego Holdings plc. In addition, shortly after the half-year close the Company settled a patent infringement case, which the board believes is in the best interest of the Company and its shareholders. These moves are likely to lead to some short-term profit reduction but enhance the Company's long-term viability and market position."
Enquiries:
NetDimensions
|
Jay Shaw Clarence Wu Robert Torio |
+852 2122 4500 |
Arden Partners plc (Nomad & Broker) |
Fred Walsh Matthew Armitt |
+44 (0) 20 7614 5917 |
Walbrook PR Limited (Financial PR) |
Paul McManus Ben Knowles |
+44 (0) 20 7933 8780 |
CHAIRMAN'S STATEMENT
Financial Summary
The Company made good progress in supporting 2010 growth with a sales increase of 11% to US$3.38 million for the first half of the year (2009: US$3.05 million); however, infrastructure investment expenses and an unrealized exchange loss led to a loss of US$0.26 million for the period.
Despite the European market uncertainty in the first half of the year, revenues increased in the EMEA region, an area in which we have placed great emphasis in our sales and marketing strategy. EMEA generated 58.2% of total revenues compared to 42.6% in the same period in 2009.
As of 30 June 2010, the Company maintained a strong cash position with cash balances of US$6.3 million and no debt.
The Board is not recommending the payment of dividend at this time due to cash conservation for future Company growth. However, it is the Board's intention to pay dividends in the future.
Operations Review
In the first half of 2010, NetDimensions acquired its United Kingdom reseller's EKP distribution business and related assets and subsequently set up a UK operation to strengthen the Company's EMEA-wide marketing and sales activities.
As part of the Company's goal of continuous product improvement, we released a new version of our flagship product, EKP 6.1. In addition,after the period end we launched Mobile EKP (mEKP), an entirely new product classdesigned to give users anywhere, anytime learning on a Flash drive.
First half new client wins came from both direct and partner-led sales worldwide. In the six months under review, we won 45 new clients, many of which operate in highly regulated, compliance driven environments and aim to generate efficiencies through the application of NetDimensions products.
Current Trading and Outlook
NetDimensions' business continues to expand and generate strong cash flow. We have maintained a healthy cash level, with cash balances on 30 June 2010 of US$6.3 million, mostly held in US Dollars (31 December 2009: US$7.44 million). This equates to approximately 16.7p in cash per share at 30 June 2010 currency rates (31 December 2009: 16.5p in cash per share).
NetDimensions' strong cash position since flotation has provided a solid financial base for the company to continue to develop and improve its market offerings. The Board believes that having prudently maintained the Company's cash balance has left NetDimensions well placed to take advantage of strategic acquisition opportunities, which it believes will significantly enhance long-term shareholder value.
We believe our target markets will continue to show demand despite the current economic uncertainties, particularly in highly regulated and compliance driven industries and in outwardly focused, extended enterprise deployments.
These last six months have been a successful period with the Company recording encouraging revenue growth. The Board is confident the Company is positioned to continue to expand.
Roger Durn
Chairman of the Board
13 September 2010
NETDIMENSIONS(HOLDINGS) LIMITED
CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THESIX MONTHS ENDED 30 JUNE 2010
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
6 months to |
|
6 months to |
|
12 months to |
|
Note |
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
Revenue |
3 |
3,375,444 |
|
3,046,251 |
|
6,839,795 |
|
|
|
|
|
|
|
Cost of sales |
|
(176,408) |
|
(113,839) |
|
(561,001) |
|
|
|
|
|
|
|
Gross profit |
|
3,199,036 |
|
2,932,412 |
|
6,278,794 |
|
|
|
|
|
|
|
Administrative expenses |
|
(3,277,482) |
|
2,621,777) |
|
(5,586,308) |
|
|
|
|
|
|
|
Operating (loss)/profit |
4 |
(78,446) |
|
310,635 |
|
692,486 |
|
|
|
|
|
|
|
Net finance (costs)/gains |
5 |
(131,623) |
|
178,307 |
|
191,427 |
|
|
|
|
|
|
|
Impairment loss on goodwill |
|
- |
|
- |
|
(54,604) |
Share of loss of an associate |
7 |
(16,035) |
|
(54,059) |
|
(78,955) |
Share of loss of a jointly controlled entity |
8 |
(32,402) |
|
(23,727) |
|
(49,597) |
|
|
|
|
|
|
|
(Loss)/profit before taxation |
|
(258,506) |
|
411,156 |
|
700,757 |
|
|
|
|
|
|
|
Taxation |
|
- |
|
- |
|
(21,000) |
|
|
|
|
|
|
|
(Loss)/profit for the period/year |
|
(258,506) |
|
411,156 |
|
679,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Equity shareholders of the Company |
|
(258,506) |
|
411,156 |
|
679,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings per share: |
|
|
|
|
|
|
Basic |
6 |
US$(0.01) |
|
US$0.02 |
|
US$0.03 |
Diluted |
6 |
US$(0.01) |
|
US$0.02 |
|
US$0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 10 to 19 form an integral part of these condensed consolidated interim financial statements.
NETDIMENSIONS(HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THESIX MONTHS ENDED 30 JUNE 2010
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
6 months to |
|
6 months to |
|
12 months to |
|
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
(Loss)/profit for the period |
|
(258,506) |
|
411,156 |
|
679,757 |
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of |
|
|
|
|
|
|
foreign operations |
|
9,210 |
|
(7) |
|
1,422 |
|
|
|
|
|
|
|
Change in fair value of available-for-sale financial asset |
|
(50,182) |
|
- |
|
- |
|
|
|
|
|
|
|
Share of other comprehensive income of |
|
|
|
|
|
|
an associate |
|
- |
|
- |
|
152 |
|
|
|
|
|
|
|
Other comprehensive income for the period |
|
(40,972) |
|
(7) |
|
1,574 |
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
(299,478) |
|
411,149 |
|
681,331 |
|
|
|
|
|
|
|
Total comprehensive income for the period attributable to: |
|
|
|
|
|
|
Equity shareholders of the Company |
|
(299,478) |
|
411,149 |
|
681,331 |
|
|
|
|
|
|
|
NETDIMENSIONS(HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT30 JUNE 2010
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
Note |
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
|
US$ |
|
US$ |
|
US$ |
ASSETS |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment |
|
155,019 |
|
113,049 |
|
137,648 |
Intangible assets |
|
473,671 |
|
35,119 |
|
26,138 |
Available-for-sale financial asset |
|
100,363 |
|
- |
|
- |
Interest in an associate |
7 |
76,833 |
|
172,216 |
|
92,868 |
Interest in a jointly controlled entity |
8 |
17,598 |
|
25,870 |
|
- |
|
|
823,484 |
|
346,254 |
|
256,654 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Inventories |
|
- |
|
500 |
|
- |
Trade and other receivables |
|
1,873,378 |
|
1,468,571 |
|
2,480,929 |
Cash and cash equivalents |
|
6,303,254 |
|
6,816,944 |
|
7,444,665 |
|
|
8,176,632 |
|
8,286,015 |
|
9,925,594 |
|
|
|
|
|
|
|
TOTAL ASSETS |
|
9,000,116 |
|
8,632,269 |
|
10,182,248 |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
Equity attributable to equity holders of the Company |
|
|
|
|
|
|
Share capital |
9 |
25,039 |
|
24,939 |
|
25,014 |
Share premium |
|
11,116,871 |
|
11,116,871 |
|
11,116,871 |
Foreign currency translation reserve |
|
43,591 |
|
32,800 |
|
34,381 |
Investments revaluation reserve |
|
(50,182) |
|
- |
|
- |
Accumulated losses |
|
(4,971,382) |
|
(5,008,002) |
|
(4,718,698) |
|
|
|
|
|
|
|
Total equity |
|
6,163,937 |
|
6,166,608 |
|
6,457,568 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Obligations under finance leases |
|
- |
|
342 |
|
- |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
566,807 |
|
458,704 |
|
801,653 |
Deferred income |
|
2,269,032 |
|
2,005,247 |
|
2,912,002 |
Income tax payable |
|
- |
|
- |
|
10,000 |
Obligations under finance leases |
|
340 |
|
1,368 |
|
1,025 |
|
|
2,836,179 |
|
2,465,319 |
|
3,724,680 |
|
|
|
|
|
|
|
Total liabilities |
|
2,836,179 |
|
2,465,661 |
|
3,724,680 |
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
9,000,116 |
|
8,632,269 |
|
10,182,248 |
|
|
|
|
|
|
|
The notes on pages 10 to 19 form an integral part of these condensed consolidated interim financial statements.
NETDIMENSIONS(HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSENDED 30 JUNE 2010(UNAUDITED)
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
currency |
|
Investments |
|
|
|
|
|
Share |
|
Share |
|
translation |
|
revaluation |
|
Accumulated |
|
|
|
capital |
|
premium |
|
reserve |
|
reserve |
|
losses |
|
Total |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2010 |
25,014 |
|
11,116,871 |
|
34,381 |
|
- |
|
(4,718,698) |
|
6,457,568 |
Loss for the period |
- |
|
- |
|
- |
|
- |
|
(258,506) |
|
(258,506) |
Other comprehensive income for the period |
|
|
|
|
9,210 |
|
(50,182) |
|
- |
|
(40,972) |
Total comprehensive income |
- |
|
- |
|
9,210 |
|
(50,182) |
|
(258,506) |
|
(299,478) |
Issue of shares |
25 |
|
- |
|
- |
|
- |
|
- |
|
25 |
Equity settled share-based payments |
- |
|
- |
|
- |
|
- |
|
5,822 |
|
5,822 |
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2010 |
25,039 |
|
11,116,871 |
|
43,591 |
|
(50,182) |
|
(4,971,382) |
|
6,163,937 |
FOR THE SIX MONTHSENDED 30 JUNE 2009(UNAUDITED)
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
Share |
|
Share |
|
translation |
|
Accumulated |
|
|
|
capital |
|
premium |
|
reserve |
|
losses |
|
Total |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
|
|
At 1 January 2009 |
24,914 |
|
11,116,871 |
|
32,807 |
|
(5,422,271) |
|
5,752,321 |
|
|
|
|
|
|
|
|
|
|
Profit for the period |
- |
|
- |
|
- |
|
411,156 |
|
411,156 |
Other comprehensive |
|
|
|
|
|
|
|
|
|
Income for the period |
- |
|
- |
|
(7) |
|
- |
|
(7) |
Total comprehensive income |
- |
|
- |
|
(7) |
|
411,156 |
|
411,149 |
|
|
|
|
|
|
|
|
|
|
Issue of shares |
25 |
|
- |
|
- |
|
- |
|
25 |
Equity settled share-based payments |
- |
|
- |
|
- |
|
3,113 |
|
3,113 |
|
|
|
|
|
|
|
|
|
|
At 30 June 2009 |
24,939 |
|
11,116,871 |
|
32,800 |
|
(5,008,002) |
|
6,166,608 |
NETDIMENSIONS(HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2009 (AUDITED)
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
Share |
|
Share |
|
translation |
|
Accumulated |
|
|
|
capital |
|
premium |
|
reserve |
|
losses |
|
Total |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
|
|
At 1 January 2009 |
24,914 |
|
11,116,871 |
|
32,807 |
|
(5,422,271) |
|
5,752,321 |
|
|
|
|
|
|
|
|
|
|
Profit for the year |
- |
|
- |
|
- |
|
679,757 |
|
679,757 |
Other comprehensive income for the year |
- |
|
- |
|
1,574 |
|
- |
|
1,574 |
Total comprehensive income |
- |
|
- |
|
1,574 |
|
679,757 |
|
681,331 |
|
|
|
|
|
|
|
|
|
|
Issue of shares |
100 |
|
- |
|
- |
|
- |
|
100 |
Equity settled share-based payments |
- |
|
- |
|
- |
|
23,816 |
|
23,816 |
|
|
|
|
|
|
|
|
|
|
At 31 December 2009 |
25,014 |
|
11,116,871 |
|
34,381 |
|
(4,718,698) |
6,457,568 |
NETDIMENSIONS(HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2010
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
6 months to |
|
6 months to |
|
12 months to |
|
Note |
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
Cash (used in)/ generated from operations |
10(a) |
(628,784) |
|
1,331,129 |
|
2,033,680 |
|
|
|
|
|
|
|
Income tax paid |
|
(20,000) |
|
- |
|
(11,000) |
|
|
|
|
|
|
|
Net cash flows from operating activities |
|
(648,784) |
|
1,331,129 |
|
2,022,680 |
|
|
|
|
|
|
|
Cash flows from in investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
(59,115) |
|
(27,431) |
|
(88,880) |
Purchase of intangible assets |
10(b) |
(96,801) |
|
(9,120) |
|
(19,397) |
Purchase of available-for-sale financial asset |
|
(100,363) |
|
- |
|
|
Interest received |
|
767 |
|
5,327 |
|
6,940 |
Investment in a jointly controlled entity |
|
(50,000) |
|
- |
|
- |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(305,512) |
|
(31,224) |
|
(101,337) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease charges |
|
(168) |
|
(168) |
|
(335) |
Repayments of borrowings and finance leases |
|
(685) |
|
(684) |
|
(1,368) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
(853) |
|
(852) |
|
(1,703) |
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
(955,149) |
|
1,299,053 |
|
1,919,640 |
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period |
|
7,444,665 |
|
5,338,405 |
|
5,338,405 |
Effect of foreign exchange rate changes, net |
|
(186,262) |
|
179,486 |
|
186,620 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period |
|
6,303,254 |
|
6,816,944 |
|
7,444,665 |
|
|
|
|
|
|
|
The notes on pages 10 to 19 form an integral part of these condensed consolidated interim financial statements.
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated in the Cayman Islands as a limited liability company under the Companies Law (2000) Revision on 10 July 2000. The registered office of the Company is located at P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies. Its principal place of business is located at 17/F., Siu On Centre, 188 Lockhart Road, Wan Chai, Hong Kong.
The principal activities of the Company and its subsidiaries (hereinafter collectively referred to as the "Group") are licensing of computer software and the provision of related services. The principal activity of the Company is investment holding.
The Company's shares wereadmitted to trading on the Alternative Investment Market ("AIM") of the London Stock Exchange. These condensed consolidated interim financial statements are presented in United States Dollars, unless otherwise stated, and were approved for issue by the Board of Directors on 13 September 2010.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The Company has a financial year end date of 31 December. These condensed consolidated interim financial statements for the six months ended 30 June 2010 have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting". These condensed consolidated interim financial statements should be read in conjunction with the annual financial statements of the Group for the year ended 31 December 2009.
(b) Significant accounting policies
The condensed consolidated interim financial statements have been prepared under the historical cost convention except for certain financial assets and liabilities which are stated at fair value.
The accounting policies and methods of computation used in the preparation of these condensed consolidated interim financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2009, except as described below.
In the current interim period, the Group has applied, for the first time, the following new and revised standards, amendments, and interpretations ("new and revised IFRSs") issued by the International Accounting Standards Board ("IASB").
First improvements to IFRSs (Amendments) |
Amendment to IFRS 5 as part of Improvements to IFRSs issued in 2008 |
Second improvements to IFRS (Amendments) |
Improvements to IFRSs issued in 2009 |
IAS 27 (Revised) |
Consolidated and Separate Financial Statements |
IAS 39 (Amendment) |
Eligible Hedged Items |
IFRS 1(Amendment) |
Additional Exemptions for First-Time Adopters |
IFRS 2 (Amendment) |
Group Cash-Settled Share-Based Payment Transactions |
IFRS 3 (Revised) |
Business Combinations |
IFRIC- INT 17 |
Distribution of Non-Cash Assets to Owners |
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
(b) Significant accounting policies (Cont'd)
The Group applies IFRS 3 (Revised) "Business Combinations" prospectively to business combinations for which the acquisition data is on or after 1 January 2010. The requirements in IAS 27 (Revised) "Consolidated and Separate Financial Statements" in relation to accounting for changes in ownership interests in a subsidiary after control is obtained and for loss of control of a subsidiary are also applied prospectively by the Group on or after 1 January 2010.
As there was no transaction during the current interim period in which IFRS 3 (Revised) and IAS 27 (Revised) are applicable, the application of IFRS 3 (Revised), IAS 27 (Revised) and the consequential amendments to other IFRSs had no effect on the condensed consolidated financial statements of the Group for the current or prior accounting periods.
Results of the Group in future periods may be affected by future transactions for which IFRS 3 (Revised), IAS 27 (Revised) and the consequential amendments to the other IFRSs are applicable.
The application of the other new and revised IFRSs had no effect on the condensed consolidated financial statements of the Group for the current or prior accounting periods.
The Group has not early applied the following new or revised standards, amendments or interpretations that have been issued but are not yet effective:
IFRSs (Amendments) |
Improvements to HKFRSs issued in 20101 |
IAS 24 (Revised) |
Related Party Disclosures4 |
IAS 32 (Amendment) |
Classification of Rights Issues2 |
IFRS 1 (Amendment) |
Limited Exemption from Comparative IFRS 7 |
|
Disclosures for First-Time Adopters3 |
IFRS 9 |
Financial Instruments5 |
IFRIC - INT 14 (Amendment) |
Prepayments of a Minimum Funding Requirement4 |
IFRIC - INT 19 Extinguishing |
Financial Liabilities with Equity Instruments3 |
1 Effective for annual periods beginning on or after 1 July 2010 and 1 January 2011, as appropriate
2 Effective for annual periods beginning on or after 1 February 2010
3 Effective for annual periods beginning on or after 1 July 2010
4 Effective for annual periods beginning on or after 1 January 2011
5 Effective for annual periods beginning on or after 1 January 2013
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
(b) Significant accounting policies (Cont'd)
IFRS 9 Financial Instruments introduces new requirements for the classification and measurement of financial assets and will be effective from 1 January 2013, with earlier application permitted. The Standard requires all recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement to be measured at either amortised cost or fair value. Specifically, debt investments that (i) are held within a business model whose objective is to collect the contractual cash flows and (ii) have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost. All other debt investments and equity investments are measured at fair value. The application of IFRS 9 might affect the classification and measurement of the Group's financial assets.
The directors of the Company anticipate that the application of other new and revised standards, amendments or interpretations will have no material impact on the results and the financial position of the Group.
In addition, the Group acquired a list of customers which has been classified as intangible assets and certain available-for-sale securities during the period. The accounting policies of available-for-sale financial asset arising from the acquisition are summarized as below:
Available-for-sale financial assets
The Group classifies its financial assets as available-for-sale and measured at fair value with fair value gains or losses recognized in other comprehensive income.
When financial assets classified as available for sale are sold or impaired, the accumulated fair value adjustments recognized in equity are included in the income statement as "gains and losses from investment securities".
Interest on available-for-sale securities calculated using the effective interest method is recognized in the income statement as part of other revenue. Dividends on available-for-sale equity instruments are recognized in the income statement as part of other revenue when the Group's right to receive payments is established.
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. SEGMENT INFORMATION
The Group operates in three geographic segments, North America, Europe, Middle East and Africa ("EMEA") and Rest of the World. These geographic segments are the basis on which the Group reports its primary segment information, as presented below:
Segmental information for the six months ended 30 June 2010:
|
North |
|
|
|
Rest of the |
|
|
|
America |
|
EMEA |
|
World |
|
Total |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
Revenue from external customers |
1,124,250 |
|
1,964,089 |
|
287,105 |
|
3,375,444 |
|
|
|
|
|
|
|
|
Operating loss |
(26,123) |
|
(45,656) |
|
(6,667) |
|
(78,446) |
Net finance costs |
|
|
|
|
|
|
(131,623) |
Share of loss of an associate |
|
|
|
|
|
|
(16,035) |
Share of loss of a jointly controlled entity |
|
|
|
|
|
|
(32,402) |
|
|
|
|
|
|
|
|
Loss before taxation |
|
|
|
|
|
|
(258,506) |
Taxation |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
(258,506) |
Segment assets |
135,449 |
|
727,107 |
|
8,137,560 |
|
9,000,116 |
|
|
|
|
|
|
|
|
Segment liabilities |
112,182 |
|
241,121 |
|
2,482,876 |
|
2,836,179 |
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. SEGMENT INFORMATION (CONTINUED)
Segmental information for the six months ended 30 June 2009:
|
North |
|
|
|
Rest of the |
|
|
|
America |
|
EMEA |
|
World |
|
Total |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
Revenue from external customers |
1,246,383 |
|
1,298,845 |
|
501,023 |
|
3,046,251 |
|
|
|
|
|
|
|
|
Operating profit |
127,050 |
|
132,330 |
|
51,255 |
|
310,635 |
Net finance gains |
|
|
|
|
|
|
178,307 |
Share of loss of an associate |
|
|
|
|
|
|
(54,059) |
Share of loss of a jointly controlled entity |
|
|
|
|
|
|
(23,727) |
|
|
|
|
|
|
|
|
Profit before taxation |
|
|
|
|
|
|
411,156 |
Taxation |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
411,156 |
Segment assets |
77,626 |
|
10,170 |
|
8,544,473 |
|
8,632,269 |
|
|
|
|
|
|
|
|
Segment liabilities |
43,659 |
|
- |
|
2,422,002 |
|
2,465,661 |
Segmental information for the year ended 31 December 2009:
|
North |
|
|
|
Rest of the |
|
|
|
America |
|
EMEA |
|
World |
|
Total |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
Revenue from external customers |
2,098,150 |
|
3,572,647 |
|
1,168,998 |
|
6,839,795 |
|
|
|
|
|
|
|
|
Operating profit |
212,455 |
|
361,686 |
|
118,345 |
|
692,486 |
Net finance costs |
|
|
|
|
|
|
191,427 |
|
|
|
|
|
|
|
|
Impairment loss on goodwill |
|
|
|
|
|
|
(54,604) |
Share of loss of an associate |
|
|
|
|
|
|
(78,955) |
Share of loss of a jointly controlled entity |
|
|
|
|
|
|
(49,597) |
|
|
|
|
|
|
|
|
Profit before taxation |
|
|
|
|
|
|
700,757 |
Taxation |
|
|
|
|
|
|
(21,000) |
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
|
|
|
679,757 |
Segment assets |
137,774 |
|
29,474 |
|
10,015,000 |
|
10,182,248 |
|
|
|
|
|
|
|
|
Segment liabilities |
196,673 |
|
- |
|
3,528,007 |
|
3,724,680 |
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
4. OPERATING (LOSS)/ PROFIT
Operating (loss)/profit is arrived after charging:-
|
Unaudited |
|
Unaudited |
|
Audited |
|
6 months to |
|
6 months to |
|
12 months to |
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
Depreciation |
41,455 |
|
53,145 |
|
94,766 |
Amortisation |
43,221 |
|
22,553 |
|
43,009 |
Operating lease rentals in respect of rented premises |
95,392 |
|
83,834 |
|
178,885 |
Research and development expenditures |
1,175,598 |
|
810,678 |
|
2,314,726 |
5. NET FINANCE (COSTS)/GAINS
|
Unaudited |
|
Unaudited |
|
Audited |
|
6 months to |
|
6 months to |
|
12 months to |
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
Bank interest income |
22,944 |
|
5,327 |
|
6,940 |
Finance lease charges |
(168) |
|
(168) |
|
(335) |
Foreign exchange (loss)/gain |
(154,399) |
|
173,148 |
|
184,822 |
|
(131,623) |
|
178,307 |
|
191,427 |
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
6. (LOSS)/ EARNINGS PER SHARE
The calculation of the basic and diluted (loss)/earnings per share is based on the following data:
|
Unaudited |
|
Unaudited |
|
Audited |
|
6 months to |
|
6 months to |
|
12 months to |
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
Earnings |
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings for the purpose of basic (loss)/earnings per share being net (loss)/profit attributable to equity shareholders of the parent |
(258,506) |
|
411,156 |
|
679,757 |
|
|
|
|
|
|
(Loss)/earnings for the purpose of diluted (loss)/earnings per share |
(258,506) |
|
411,156 |
|
679,757 |
|
|
|
|
|
|
Number of shares |
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares for the purpose of basic (loss)/earnings per share |
25,037,885 |
|
24,937,609 |
|
24,961,658 |
Effect of dilutive potential shares: |
|
|
|
|
|
Share options |
1,825,948 |
|
1,226,500 |
|
1,226,500 |
|
|
|
|
|
|
Weighted average number of shares for the purpose of dilutive (loss)/earnings per share |
26,863,833 |
|
26,164,109 |
|
26,188,158 |
|
|
|
|
|
|
(Loss)/earnings per share |
|
|
|
|
|
|
|
|
|
|
|
Basic |
US$(0.01) |
|
US$0.02 |
|
US$0.03 |
|
|
|
|
|
|
Diluted |
US$(0.01) |
|
US$0.02 |
|
US$0.03 |
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
7. INTEREST IN AN ASSOCIATE
|
Unaudited |
|
Unaudited |
|
Audited |
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
Share of net assets |
43,937 |
|
47,216 |
|
59,972 |
Goodwill on acquisition |
32,896 |
|
125,000 |
|
32,896 |
|
76,833 |
|
172,216 |
|
92,868 |
Particulars of the associate as at 30 June 2010are as follows: -
Name of entity |
Place of incorporation and operation |
Percentage of registered capital held |
Principal activities |
Peak Pacific Limited |
Hong Kong |
25% |
Provision and development of professional eLearning products, solutions and services |
The summarised financial information in respect of the Group's associate is set out below:
|
Unaudited |
|
Unaudited |
|
Audited |
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
Total assets |
238,576 |
|
205,483 |
|
280,312 |
Total liabilities |
(62,824) |
|
(16,620) |
|
(40,419) |
Net assets |
175,752 |
|
188,863 |
|
239,893 |
|
|
|
|
|
|
|
6 months to |
|
12 months to |
||
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
Revenue |
514,841 |
|
395,873 |
|
831,950 |
Loss for the period |
(64,141) |
|
(216,237) |
|
(315,821) |
Group's share of loss of an associate for the period |
(16,035) |
|
(54,059) |
|
(78,955) |
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
8. INTEREST IN A JOINTLY CONTROLLED ENTITY
|
Unaudited |
|
Unaudited |
|
Audited |
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
Share of net assets |
2,209 |
|
25,870 |
|
- |
Goodwill |
15,389 |
|
- |
|
- |
|
17,598 |
|
25,870 |
|
- |
Particulars of the jointly controlled entity as at 30 June 2010 are as follows: -
Name of entity |
Place of incorporation and operation |
Percentage of registered capital held |
Principal activities |
Great (Bermuda) Island Scientific Limited |
Bermuda / Hong Kong |
50% |
Licensing of computer software and provision of related services |
A summary of the financial position on the jointly controlled entity with the Company's effective interests is as follows:
|
Unaudited |
|
Unaudited |
|
Audited |
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
Non-current assets |
1,452 |
|
843 |
|
1,393 |
Current assets |
7,103 |
|
25,027 |
|
8,834 |
Current liabilities |
(6,346) |
|
- |
|
(25,615) |
Net assets |
2,209 |
|
25,870 |
|
(15,388) |
|
|
|
|
|
|
|
6 months to |
|
12 months to |
||
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
Revenue |
- |
|
4,607 |
|
4,535 |
Expenses |
(32,402) |
|
(28,334) |
|
(69,520) |
Loss for the period |
(32,402) |
|
(23,727) |
|
(64,985) |
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
9. SHARE CAPITAL
|
Number |
|
|
|
of shares |
|
Amount |
|
|
|
US$ |
|
|
|
|
Authorised share capital: |
|
|
|
Ordinary shares of US$0.001 each |
100,000,000 |
|
100,000 |
|
|
|
|
Issued and fully paid: |
|
|
|
Ordinary shares of US$0.001 each |
25,038,576 |
|
25,039 |
|
|
|
|
The movement of issued share capital is as follows:
|
Number |
|
|
|
of shares |
|
Amount |
|
|
|
US$ |
|
|
|
|
At 1 January 2010 |
25,013,576 |
|
25,014 |
Shares issued during the period |
25,000 |
|
25 |
|
|
|
|
At 30 June 2010 |
25,038,576 |
|
25,039 |
|
|
|
|
(a) Share capital
Pursuant to the terms and conditions of the letter of appointment of the non-executive directors of the Company, on 6 January 2010, an aggregate of 25,000 ordinary shares of the Company was allotted to three non-executive directors of the Company.
(b) Share options scheme
Details of movement of the share options are as follows:
|
Unaudited |
|
Unaudited |
|
Audited |
|||
|
6 months to |
|
6 months to |
|
12 months to |
|||
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|||
|
|
Weighted |
|
|
Weighted |
|
|
Weighted |
|
Number |
average |
|
Number |
average |
|
Number |
average |
|
of share |
exercise |
|
of share |
exercise |
|
of share |
exercise |
|
options |
price |
|
options |
price |
|
options |
price |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
|
|
|
|
|
|
|
Outstanding at 1 January |
1,226,500 |
0.268 |
|
1,226,500 |
0.268 |
|
1,226,500 |
0.269 |
Forfeited during the period |
(547,500) |
0.280 |
|
- |
- |
|
- |
- |
Granted during the period |
1,250,000 |
0.118 |
|
- |
- |
|
- |
- |
Outstanding at 30 June/31 December |
1,929,000 |
0.168 |
|
1,226,500 |
0.268 |
|
1,226,500 |
0.268 |
|
|
|
|
|
|
|
|
|
Exercisable at 30 June/31 December |
679,000 |
0.259 |
|
1,067,328 |
0.264 |
|
1,226,500 |
0.268 |
NETDIMENSIONS (HOLDINGS) LIMITED
NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
10. NOTES TO CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(a) Reconciliation of (loss)/profit for the period to cash (used in)/generated from operations
|
Unaudited |
|
Unaudited |
|
Audited |
|
6 months to |
|
6 months to |
|
12 months to |
|
30.6.2010 |
|
30.6.2009 |
|
31.12.2009 |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
(Loss)/ profit before taxation |
(258,506) |
|
411,156 |
|
700,757 |
|
|
|
|
|
|
Equity settled share-based payments |
5,847 |
|
3,138 |
|
23,916 |
Depreciation |
41,455 |
|
53,145 |
|
94,766 |
Amortisation |
43,221 |
|
22,553 |
|
43,009 |
Loss on disposal of property, plant and equipment |
- |
|
524 |
|
523 |
Finance lease charges |
168 |
|
168 |
|
335 |
Interest income |
(22,943) |
|
(5,327) |
|
(6,940) |
Impairment loss on goodwill |
- |
|
- |
|
54,604 |
Share of loss of an associate |
16,035 |
|
54,059 |
|
78,955 |
Share of loss of a jointly controlled entity |
32,402 |
|
23,727 |
|
49,597 |
Exchange loss/(gain) |
145,321 |
|
(173,148) |
|
(184,822) |
|
|
|
|
|
|
Operating cash flows before changes in working capital |
3,000 |
|
389,995 |
|
854,700 |
|
|
|
|
|
|
(Increase) in inventories |
- |
|
(500) |
|
- |
Decrease in receivables |
246,032 |
|
1,786,334 |
|
773,976 |
(Decrease)/increase in deferred income |
(642,970) |
|
(860,858) |
|
45,897 |
(Decrease)/increase in payables |
(234,846) |
|
16,158 |
|
359,107 |
|
|
|
|
|
|
Cash (used in)/generated from operations |
(628,784) |
|
1,331,129 |
|
2,033,680 |
(b) Major non-cash transaction
During the interim period, the Company has acquired a list of customers from its partner which has been classified and recognized as intangible assets. The consideration was partly paid through the set off against the receivable with this partner and partly by cash.
11. EVENTS AFTER THE REPORTING PERIOD
The Group has settled a complaint for patent infringement served within the United States on 25 March 2010 by the US District Court, Eastern District of Texas, Tyler Division. The plaintiff was IpLearn LLC, a California Limited Liability Company, and was against eight defendants, which included the Group. The Board believes that there has been no patent infringement, but has decided that settling the dispute quickly is in the best interest of both the Company and its shareholders. The settlement terms are confidential under United States law but all outstanding matters have been resolved.
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