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Half Yearly Report

28th Mar 2012 07:00

RNS Number : 2116A
Concha plc
28 March 2012
 



28 March 2012

Concha Plc (formerly Hot Tuna (International) Plc)

("Concha" or "the Company")

Interim Report for the period ending 31 December 2011

 

Concha Plc (formerly Hot Tuna (International) PLC) (AIM: CHA), previously a surf wear and fashion brand, announces its interim results for the six months ending 31 December 2011.

 

Highlights

·; The Group disposed of certain intellectual property and assets of its former business called "Hot Tuna" post period end to Brands Holdings Limited for a cash consideration of £950,000;

·; The accounting profit realised on the asset disposal was circa £310,000;

·; Certain Board changes including appointment of M Barney Battles as Non-Executive Chairman;

·; Change of name to Concha plc to better reflect strategy going forward;

·; Placing of 900 million shares to raise £270,000 before expenses;

·; Short term loan facility of up to £750,000 entered into with Churchill Media Limited; and

·; Board actively pursuing strategic acquisition opportunities.

Commenting on the Interim Results, Chairman M Barney Battles said: 

"These Results reaffirm the Board's decision in November 2011 to swiftly put up for sale the assets and intellectual property of the former business "Hot Tuna". The tendering process generated interest from a range of trade buyers and the eventual sale delivered a significant boost to cash reserves and a substantial profit on disposal in January 2012. We are delighted with the final sales price for our former business that was negotiated and delivered by the new Board.

We remain committed to acquiring a business that maximises long term shareholder value and we are actively pursuing a range of possible acquisition targets."

 

Interim Review

The 6 months ending 31 December 2011 was a challenging and disruptive period for the Company. The previous executive management team's strategy focused on the re-launch of the brand which was driven forward in the first 4 months with the roll out of the ecommerce sites and the on-going negotiation of a distribution arrangement for the Company's home market of Australia. In September 2011 Mr Marcus Yeoman was appointed as Non-executive Director who, concerned with progress being made with the re-launch, immediately requested that the board assist him with a review of the current business strategy which led to the eventual appointment of Mr M Barney Battles as consultant to maximise the value of the company's assets. It soon became clear from this review that the strategy that the then executive management team were pursuing was not working and the board therefore instructed M Barney Battles to commence with the sale of the company's assets.

 

The process began in December and culminated in the successful disposal of the brand and assets at a General Meeting of Shareholders on 6 February 2012. Following the disposal approval, Shareholders also approved the change of Company's business to investing, the approval of Mr M Barney Battles to Non-executive Director and change of Company name to Concha Plc.

 

Subsequent to the successful disposal, the Directors excluding Mr Yeoman and Mr Battles stepped down from the board. Both Mr Yeoman and Mr Battles have significant experience working with companies listed on the AIM market and it was agreed that they would best represent the interests of the corporate shell and its shareholders going forward.

 

The appointment of Mr Battles, along with change of business strategy to investing and change of name to Concha Plc was enacted on 7 February 2012.

 

Outlook

As part of the sale process, the board indicated that they intended for the corporate shell to seek a strategic acquisition in the media and technology industry and while no business has yet been identified, Mr Yeoman and Mr Battles remain committed to identifying suitable targets.

 

In the interim, the board is continuing to finalise the previous business's trading obligations with the intention of attaining a clean listed shell as quickly as possible.

 

Concha Plc

80-83 Long Lane

London

EC1A 9ET

 

Enquiries:

Concha Plc

M Barney Battles, Non-executive Chairman Tel: 020 7692 0589

 

 

Seymour Pierce Limited (Nominated Adviser and Broker)

Mark Percy / Catherine Leftley (Corporate Finance) Tel: 020 7107 8000

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JULY 2011 TO 31 DECEMBER 2011

 

NOTES

Half year to

Half year to

Year Ended

31.12.2011

31.12.2010

30.06.2011

(Unaudited)

(Unaudited)

(Audited)

£000's

£000's

£000's

Revenue

94

60

207

Cost of sales

(64)

(146)

(157)

Gross profit/(loss)

30

(86)

50

Depreciation and amortisation

(4)

-

-

General & administrative expenses

(561)

(423)

(826)

Selling and Marketing expense

(58)

(50)

(86)

Loss from operations before exceptional items

(593)

(559)

(862)

Exceptional write off of liabilities

-

-

93

Investment income

-

-

1

Loss before tax

(593)

(559)

(768)

Tax

-

-

-

Retained Loss after tax for the year

(593)

(559)

(768)

Continuing Operations

Comprehensive income attributable to Continuing Operations

(276)

(135)

(273)

Comprehensive income attributable to Discontinuing Operations

(317)

(424)

(495)

Loss for period

(593)

(559)

(768)

Other comprehensive income

Exchange differences on translation of foreign operations

39

27

Total comprehensive income for the year net of taxation

2

(593)

(520)

(741)

Retained loss attributable to:

Owners of the company

(593)

(559)

(768)

Non-controlling interest

-

-

-

Loss for period

(593)

(559)

(768)

Total comprehensive income attributable to:

Owners of the company

(593)

(520)

(741)

Non-controlling interest

-

-

-

Total comprehensive income for the year

(593)

(520)

(741)

Loss per share

Basic and diluted (pence)

3

(0.03)

(0.05)

(0.05)

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2011

 

NOTES

As at

As at

As at

31.12.2011

31.12.2010

30.06.2011

(Unaudited)

(Unaudited)

(Audited)

£000's

£000's

£000's

ASSETS

Non-current assets

Other intangible assets

512

495

498

Property, plant and equipment

23

-

-

535

495

498

Current assets

Inventories

198

139

183

Trade and other receivables

180

65

214

Cash and cash equivalents

112

203

678

490

407

1,075

TOTAL ASSETS

1,025

902

1,573

LIABILITIES

Current liabilities

Trade and other payables

263

335

218

Convertible loan note

-

-

-

263

335

218

Non-current liabilities

-

-

-

-

-

-

TOTAL LIABILITIES

263

335

218

NET ASSETS

762

567

1,355

EQUITY

Share capital

4

221

115

221

Deferred share capital

1,795

1,795

1,795

Share premium reserve

13,527

12,623

13,527

Share based payment reserve

1,478

2,152

2,056

Warrant reserve

238

238

238

Foreign exchange reserve

(54)

(42)

(54)

Retained loss

(16,444)

(16,314)

(16,428)

762

567

1,355

Equity attributable to:

Owners of the company

762

567

1,355

Non-controlling interest

-

-

-

Total comprehensive income for the year

762

567

1,355

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 1 JULY 2011 TO 31 DECEMBER 2011

 

 

Deferred

Share

Share

Foreign

Share

share

premium

based

exchange

Merger

Warrant

Retained

Total

Minority

Total

capital

capital

account

payment

reserve

reserve

reserve

loss

interest

equity

reserve

CONSOLIDATED

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Balance at 1 July 2011

221

1,795

13,527

2,056

(54)

-

238

(16,428)

1,355

-

1,355

Loss for the period

(593)

(593)

-

(593)

Total comprehensive income for 2011

-

-

-

-

-

-

-

(593)

(593)

-

(593)

Reversal of Expired Options

(578)

578

-

-

Balance at 31 December 2011

221

1,795

13,527

1,478

(54)

-

238

(16,443)

762

-

762

Deferred

Share

Share

Foreign

Share

share

premium

based

exchange

Merger

Warrant

Retained

Total

Minority

Total

capital

capital

account

payment

reserve

reserve

reserve

loss

interest

equity

reserve

CONSOLIDATED

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Balance at 1 July 2010

115

1,795

12,625

2,307

(81)

-

238

(15,911)

1,088

-

1,088

Loss for the year

(768)

(768)

-

(768)

Exchange differences on translation of foreign operations

27

27

-

27

Total comprehensive income for 2011

-

-

-

-

27

-

-

(768)

(741)

-

(741)

Share capital issued

106

949

1,055

-

1,055

Costs of share issue

(47)

(47)

-

(47)

Reversal of Expired Options

(251)

251

-

-

Balance at 30 June 2011

221

1,795

13,527

2,056

(54)

-

238

(16,428)

1,355

-

1,355

CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE PERIOD FROM 1 JULY 2011 TO 31 DECEMBER 2011

 

Half Year to

Half Year to

Year Ended

31.12.2011

31.12.2010

30.06.2011

£000's

£000's

£000's

Cash flow from operating activities

Operating loss

(593)

(559)

(768)

Investment income

-

-

(1)

Depreciation

4

-

-

Foreign exchange gains

-

-

4

Operating cash flows before movements in working Capital

(589)

(559)

(765)

Increase in inventories

(15)

(3)

(47)

Decrease /(increase) in receivables

34

100

(49)

increase /(decrease) in payables

45

38

(79)

Net cash outflow from operating activities

(525)

(424)

(940)

Investment income

-

-

1

Net cash flow from operating activities

(525)

(424)

(939)

Cash flow from investing activities

Purchase of property, plant and development

(41)

-

(3)

Net cash flow from investing activities

(41)

-

(3)

Cash flow from financing activities

Net proceeds from issue of share capital

-

-

1,009

Net cash flow from financing activities

-

-

1,009

Net cash inflow (outflow) for the period

5

(565)

(424)

67

Exchange differences on translation of foreign operations

-

39

23

Cash and cash equivalents at start of period

678

588

588

Cash and cash equivalents at end of period

112

203

678

NOTES TO THE UNAUDITED INTERIM REPORT

FOR THE PERIOD ENDING 31 DECEMBER 2011

 

1. BASIS OF PREPARATION

The consolidated interim financial statements have been prepared on a going concern basis and in accordance with the recognition and measurement principles of International Financial Reporting Standards adopted for use in the European Union ("IFRS") and expected to be effective at the year end of 30 June 2012. The accounting policies are unchanged from the financial statements for the year ended 30 June 2011.

 

The interim financial statements for the period ended 31 December 2011 have not been audited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2011, prepared in accordance with IFRS, have been filed with the Registrar of Companies. The Auditors' report on these accounts was unqualified, did not include any matters to which the Auditors drew attention by way of emphasis without qualifying their report and did not contain any statements under section 498 of the Companies Act 2006.

 

This Interim Financial Report was approved by the Board of Directors on 27 March 2012.

 

Statement of compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ('IAS') 34 - Interim Financial Reporting as adopted by the European Union. Accordingly the interim financial statements do not include all of the information or disclosures required in the annual financial statements and should be read in conjunction with the Group's 2011 annual financial statements.

 

Basis of consolidation

 

The consolidated financial statements comprise the financial statements of Concha Plc and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.

 

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

 

All inter-company balances and transactions have been eliminated in full.

 

Foreign currencies

 

The functional currency of each entity is determined after consideration of the primary economic environment of the entity. The group's presentational currency is Sterling (£).

 

Turnover and Segmental Analysis

 

The Group has adopted IFRS 8 which is required for all annual reports and interim financial statements starting 1 January 2009 or later.

 

The reportable segments identified make up all of the Group's external revenue, which is derived primarily from the design, production and sale of branded apparel. The reportable segments are an aggregation of the operating segments within the Group as prescribed by IFRS 8. The reportable segments are based on the Group's management structures and the consequent reporting to the Chief Operating Decision Maker, the Board of Directors. Our sector results are attributable to the design, production and sale of branded apparel and corporate costs. The design, production and sale of branded apparel are carried over three continental segments, Australia, Europe and United States. Corporate costs are borne by the United Kingdom. Income and expenses included in profit for the year are allocated directly or indirectly to the reportable segments. Reporting for group is subsequently split into continuing and discontinuing operations in accordance with IFRS 5 on the basis of the sale of the Company's assets agreed by the Board in November 2011.

 

Inter-company balances comprise arms' length transactions between operating segments making up the reportable segments. These balances are eliminated to arrive at the figures in the consolidated accounts.

 

2. TURNOVER AND SEGMENTAL ANALYSIS

 

Half-year ended 31 December 2011

AUSTRALIA

EUROPE

UNITED STATES

CONSOLIDATED

CONTINUING

DISCONTINUING

£000's

£000's

£000's

£000's

£000's

£000's

INCOME

Sales

54

34

6

94

-

94

Royalties

-

-

-

-

-

-

Total Revenue

54

34

6

94

-

94

Result

Segment Result

11

14

5

30

-

30

Depreciation

-

(4)

-

(4)

-

(4)

Operating expenses

(59)

(524)

(36)

(619)

(276)

(343)

Operating loss

(48)

(514)

(31)

(593)

(276)

(317)

OTHER INCOME

Loss before tax

(48)

(514)

(31)

(593)

(276)

(317)

BALANCE SHEET

Assets

Segment assets

44

934

47

1,025

LIABILITIES

Segment liabilities

(25)

(156)

(82)

(263)

OTHER DISCLOSURES

Capital expenditure - PPE

-

23

-

-

Half-year ended 31 December 2010

AUSTRALIA

EUROPE

UNITED STATES

CONSOLIDATED

CONTINUING

DISCONTINUING

£000's

£000's

£000's

£000's

£000's

£000's

INCOME

Sales

19

33

8

60

-

60

Royalties

-

-

-

-

-

-

Total Revenue

19

33

8

60

-

60

Result

Segment Result

7

(73)

(20)

(86)

-

(86)

Depreciation

-

-

-

-

Operating expenses

(68)

(302)

(103)

(473)

(135)

(338)

Operating loss

(61)

(375)

(123)

(559)

(135)

(424)

OTHER INCOME

Loss before tax

(61)

(375)

(123)

(559)

(135)

(424)

BALANCE SHEET

Assets

Segment assets

105

725

72

902

LIABILITIES

Segment liabilities

(12)

(139)

(184)

(335)

OTHER DISCLOSURES

Capital expenditure - PPE

-

-

-

-

 

SEGMENT REPORTING (CONTINUED)

 

 

Year ended 30 June 2011

AUSTRALIA

EUROPE

UNITED STATES

CONSOLIDATED

CONTINUING

DISCONTINUING

£000's

£000's

£000's

£000's

£000's

£000's

INCOME

Sales

58

63

86

207

-

207

Royalties

-

-

-

-

-

-

Total Revenue

58

63

86

207

-

207

Result

Segment Result

19

(12)

43

50

-

50

Depreciation

-

-

-

-

Operating expenses

(138)

(605)

(169)

(912)

(273)

(639)

Operating loss

(119)

(617)

(126)

(862)

(273)

(589)

OTHER INCOME

Company Adjustments

-

-

93

93

-

93

Investment revenue

1

-

-

1

-

1

Loss before tax

(119)

(617)

(32)

(768)

(273)

(495)

BALANCE SHEET

Assets

Segment assets

60

1,411

102

1,573

LIABILITIES

Segment liabilities

(17)

(110)

(91)

(218)

OTHER DISCLOSURES

Capital expenditure - PPE

-

-

-

-

 

3. LOSS PER SHARE

 

The calculation of the basic and diluted earnings per share is based on the following data:

 

 

 

Half Year to 31.12.2011

Half Year to 31.12.2010

Year Ended 30.6.2011

Earnings

Earnings for the purposes of basic earnings per share net loss for the period attributable to equity holders of the parent (£000's)

(593)

(559)

(768)

Number of shares

Weighted average number of ordinary shares for the purposes of basic earnings per share (millions)

2,208.3

1,153.3

1,422.1

 

The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings. Due to the loss incurred in the period, there is no dilutive effect resulting from the issue of share options, warrants and shares to be issued.

 

4. SHARE CAPITAL

Number of

Nominal value

shares

a) Issued and Fully Paid:

£000's

As at 31 December 2010

1,153,303,090

115

29 March 2011 - for cash at 0.1pence per share

1,054,981,000

106

As at 31 December 2011

2,208,284,090

221

b) Deferred shares

As at 1 July 2010, and

181,303,419

1,795

As at 31 December 2011

181,303,419

1,795

c) Total share options in issue

During the half year, no options were granted (2010: Nil).

As at 31 December 2011 the options in issue were:

Exercise price

Expiry date

Options in Issue 31 December 2011

25p

02/05/2012

500,000

50p

02/05/2013

500,000

2p

06/06/2012

1,000,000

25p

28/06/2012

100,000

50p

28/06/2013

150,000

75p

28/06/2014

200,000

2p

01/07/2012

100,000

2p

20/05/2013

400,000

2p

20/05/2014

600,000

2p

20/05/2015

1,000,000

2p

19/08/2013

75,000

2p

19/08/2014

100,000

2p

19/08/2015

175,000

2p

19/05/2013

13,000,000

17,900,000

No options were cancelled or were exercised during the half year (2010: Nil).

3.5million options lapsed during the half year (2010: Nil)

d) Total warrants in issue

During the year, no warrants were issued (2010: nil).

As at 31 December 2011 the warrants in issue were;

Exercise Price (pence)

Expiry Date

Warrants in Issue 31 December 2010

25

02/03/2012

50,000

30

02/03/2012

375,000

40

02/03/2012

200,000

50

02/03/2012

100,000

1.5

11/03/2013

29,250,000

1.5

25/03/2013

5,700,000

35,675,000

No warrants expired during the half year (2010: Nil).

No warrants were cancelled during the half year (2010: Nil)

No warrants were exercised during the year. (2010: Nil)

 

 

5. CASH FLOWS FROM CONTINUING OPERATIONS

 

Cash flows from

Cash flows from

Combined

Continuing

Discontinuing

Cash flows

Operations

Operations

31.12.2011

31.12.2011

31.12.2011

£000's

£000's

£000's

Cash flow from operating activities

Operating loss

(593)

(398)

(195)

Depreciation

4

-

4

Operating cash flows before movements in working capital

(589)

(398)

(192)

Increase in inventories

(15)

-

(15)

Decrease in receivables

34

7

27

Increase/(decrease) in payables

45

104

(59)

Net cash outflow from operating activities

(525)

(287)

(238)

Investment income

-

-

-

Net cash flow from operating activities

(525)

(287)

(238)

Cash flow from investing activities

Purchase of property, plant and development

(41)

-

(41)

Net cash flow from investing activities

(41)

-

(41)

Cash flows from financing activities

Net proceeds from issue of share capital

-

-

-

Net cash flow from financing activities

-

-

-

Net cash outflow for the period

(566)

(287)

(279)

Cash and cash equivalents at start of period

678

678

678

Continuing/Discontinuing Cash Movement

-

(279)

(287)

Cash and cash equivalents at end of period

112

112

112

 

6. EVENTS OCCURRING AFTER THE REPORTING PERIOD

 

On 27 January 2012 the Company successfully raised £270,000 via the issuance of 900,000,000 shares for 0.03p per share and 900,000,000 attached warrants exercisable for 3 years at 0.03p.

 

On 6 February 2012 the shareholders of the company approved the disposal of the business's key assets and trading stock for £950,000 along with the appointment of Mr M Barney Battles to the board as Non-executive Chairman, change of Company business to an Investing Company and the change of name to Concha Plc. Subsequently Mr Geoffrey O'Connell, Mr Francis Ball and Mr Oscar Verden stepped down from the board. These changes were affected on 7 February 2012.

 

There being no on-going trading business, the Company negotiated the termination of staff and are finalising the cessation of prior trading obligations and the dissolution of corporate subsidiaries.

 

7. Availability of Interim Results

 

Copies of the Interim Results for the six months to 31 December 2011 are available from the Company's registered address and will be available on the Company's website, www.conchaplc.com, later today.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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