30th Apr 2014 07:00
Boxhill Technologies PLC
("Boxhill" or the "Company")
Half-Yearly Report for the period ended 31 January 2014
30 April 2014
Chairman's Statement
The half year figures to 31 January 2014 reflects the progress made during the period towards building a business focused on delivering ecommerce technology solutions to a variety of customers.
Boxhill Technologies plc made an operating loss for the six months to 31 January 2014 of £38,000 together with a one off loss of £57,000 resulting from the disposal of Devilfish Poker. This compares favourably to losses of £438,000 for the financial year ended to 31 July 2013.
Total revenue for the group in the six months to 31 January 2014 increased by £1.15m to £1.63m, compared to the same period as last year, with most of the uplift coming from the new ecommerce businesses.
The ecommerce divisions, Pay Corporation Limited ("Pay Corporation") and Poseve Limited ("Poseve") performed in line with expectations with Pay Corporation and Poseve achieving revenues of £780,000 and £474,000 respectively.
Prize Provision Services Limited ("PPSL"), the holder of the Gambling Commission licence and operator of the Weather Lottery business, made an improved net contribution before overheads of £176,000 compared to £138,000 for the same period last year.
The £15m development of the sports centre site surrounding Soccerdome Limited ("Soccerdome") continues at Notingham, nevertheless, Soccerdome made a loss before tax of £14,000.
Total contributions before overheads from the operating companies are as follows: Soccerdome: nil; PPSL: £176,000; Poseve: £67,000 and Pay Corporation: £371,000.
The focus for the Company is to continue to build ecommerce revenues with existing and new customers as well as roll out new services. The Company continues to deliver on contracts previously announced and will be making further announcements regarding the progression of these contracts as appropriate. In my update on the 24 December 2013 of last, I announced progress with a number of clients for whom the Company is providing ecommerce services both in the UK and across Europe. As forecast at that time, estimated revenues based on the now fourteen current live contracts for the final quarter of the current financial year are expected to generate circa £175,000 to £250,000 in operating profit in that quarter, which would move the company comfortably into long term profitability.
The Right Honourable Lord E T Razzall CBE
Chairman
Pay Corporation
The Company announced the acquisition of Sormelle Limited, a non-operational holding company, and its wholly owned operating subsidiary on 13 September 2013 (the "Transaction"), the Vendor being Kevin Dale (who became a director and Chief Operating Officer of the Company concurrently with the Transaction). The Transaction was in fact concluded for just Pay Corporation, as it was agreed by Mr Dale and the rest of the board that the inclusion of Sormelle in the Transaction added no benefit and increased ongoing costs. This variation in the Transaction has had no material impact whatsoever on the Company or its operations, and the consideration for the Transaction was the same as previously announced.
For further information contact:
Boxhill Technologies PLC 020 7618 9000
Philip Jackson, CEO
Website www.boxhillplc.com
Allenby Capital Limited (Nomad & Broker)
Nick Harriss/Nick Athanas/James Reeve 020 3328 5656
Bishopsgate Communications (Financial PR)
Nick Rome/Sam Allen 020 7107 1890
Notes to editors:
Boxhill Technologies PLC (AIM: BOX) is an AIM quoted lottery, software, gaming and leisure company.
Boxhill has a range of ecommerce products that suit all merchants' and customers' needs enabling secure payments. The Company works within both regulated frameworks and in regions where traditional partners struggle to offer safe, secure services.
In addition, Boxhill operates the Weather Lottery, which has been in operation since 2002 and the Company holds one of the limited number of UK external lottery managers licences. Over £5 million has been raised to date for good causes and the lottery has paid over four million prizes to winners.
CONDENSED CONSOLIDATED INCOME STATEMENT
Period ended | Period ended | Year ended | ||||
31 January | 31 January | 31 July | ||||
2014 | 2013 | 2013 | ||||
Notes | (unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | ||||
Revenue | 1,629 | 483 | 1,271 | |||
Cost of Sales | (1,015) | (300) | (836) | |||
Gross Profit | 614 | 183 | 435 | |||
Administrative expenses | (652) | (247) | (469) | |||
(Loss) from operations before exceptional items | (38) | (64) | (34) | |||
Loss on disposal of subsidiary | (57) | - | - | |||
Impairment of intangible assets | - | - | (309) | |||
Impairment of tangible assets | - | - | (73) | |||
Finance expenses | (33) | (24) | (22) | |||
Finance income | - | - | - | |||
(Loss) before taxation | (128) | (88) | (438) | |||
Taxation | - | - | - | |||
Attributable to equity holders | (128) | (88) | (438) | |||
Earnings per share: | ||||||
Basic (loss) per ordinary share | 2 | (0.01)p | (0.02)p | (0.06)p | ||
Fully diluted (loss) per ordinary share | 2 | (0.01)p | (0.02)p | (0.05)p |
All results derive from continuing operations.
There are no recognised income or expenses other than the loss for the period.
CONDENSED CONSOLIDATED BALANCE SHEET
Period ended | Period ended | Year ended | ||||
31 January | 31 January | 31 July | ||||
2014 | 2013 | 2013 | ||||
(unaudited) | (unaudited) | (audited) | ||||
£'000 | £'000 | £'000 | ||||
Notes | ||||||
ASSETS | ||||||
Non-current assets | ||||||
Property, plant and equipment | 373 | 463 | 378 | |||
Goodwill | 927 | 467 | 505 | |||
Intangible assets | 22 | 34 | 34 | |||
1,322 | 964 | 917 | ||||
Current assets | ||||||
Inventories | 2 | 2 | 2 | |||
Trade and other receivables | 512 | 124 | 120 | |||
Cash and cash equivalents | 275 | 59 | 256 | |||
Total current assets | 789 | 185 | 378 | |||
Total Assets | 2,111 | 1,149 | 1,295 | |||
LIABILITIES | ||||||
Current liabilities | ||||||
Trade and other payables | 975 | 976 | 711 | |||
Bank and other borrowings | 523 | 21 | 287 | |||
1,498 | 997 | 998 | ||||
Non-current liabilities | ||||||
Bank and other borrowings | 26 | 14 | 14 | |||
1,524 | 1,011 | 1,012 | ||||
Total Assets/(Liabilities) | 587 | 138 | 283 | |||
EQUITY | ||||||
Capital and reserves attributable to equity | ||||||
holders | ||||||
Called up share capital | 3 | 1,127 | 442 | 795 | ||
Share premium account | 1,563 | 1,321 | 1,463 | |||
Retained earnings | (2,103) | (1,625) | (1,975) | |||
Total equity | 587 | 138 | 283 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share | Share | Retained | ||||
Capital | Premium | Earnings | Total | |||
£'000 | £'000 | £'000 | £'000 | |||
Balance at 1 August 2012 | 442 | 1,321 | (1,537) | 226 | ||
Issue of new shares in the period | - | - | - | |||
Loss for the period | - | - | (88) | (88) | ||
Balance at 31 January 2013 | 442 | 1,321 | (1,625) | 138 | ||
Shares issued less costs | 353 | 142 | - | 495 | ||
Loss for the period | - | - | (350) | (350) | ||
Balance at 31 July 2013 | 795 | 1,463 | (1,975) | 283 | ||
Issue of new shares in period | 332 | 100 | - | 432 | ||
Profit / (Loss) for the period | - | - | (128) | (128) | ||
Balance at 31 January 2014 | 1,127 | 1,563 | (2,103) | 587 |
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Period ended | Period ended | Year ended |
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31-Jan | 31-Jan | 31-Jul |
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2014 | 2013 | 2013 |
| |||||||||||||||||||||
Notes | (unaudited) | (unaudited) | (audited) |
| ||||||||||||||||||||
£'000 | £'000 | £'000 |
| |||||||||||||||||||||
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Net cash generated from/(used in) operations | 4 | (198) | 107 | (47) |
| |||||||||||||||||||
Interest and financing costs | (33) | (24) | (22) |
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Net cash (outflow) from operating activities | (231) | 83 | (69) |
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Cash flow from investing activities: |
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Acquisition of subsidiary undertakings | (422) | - | - |
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Purchase of intangible assets | - | - | (1) |
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Purchase of property, plant and equipment | (8) | - | - |
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Net cash generated from investing activities | (430) | - | (1) |
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Financing |
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Net proceeds from issue of shares | 432 | - | 36 |
| ||||||||||||||||||||
Proceeds of new bank and other loans | 248 | - | 267 |
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Net cash inflow on acquisition of subsidiary | - | 8 |
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Repayment of bank and other loans | - | (42) | (3) |
| ||||||||||||||||||||
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Net cash from financing activities | 680 | (42) | 308 |
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(Decrease)/increase in cash and cash equivalents: | ||||||||||||||||||||||||
(Decrease)/increase in cash and cash equivalents | 19 | 41 | 238 | |||||||||||||||||||||
Cash and cash equivalents at beginning of period | 256 | 18 | 18 | |||||||||||||||||||||
Cash and cash equivalents at end of period | 275 | 59 | 256 | |||||||||||||||||||||
Comprising of: | ||||||||||||||||||||||||
Cash and cash equivalents per the balance sheet | 275 | 59 | 256 | |||||||||||||||||||||
Less: | ||||||||||||||||||||||||
Bank overdraft | - | - | - | |||||||||||||||||||||
Cash and cash equivalents for cashflow statement purposes | 275 | 59 | 256 |
NOTES TO THE INTERIM FINANCIAL REPORT
1. Accounting policies
Basis of Accounting and Preparation
These interim results for the six months ended 31 January 2014 have been prepared using the historical cost and fair value conventions on the basis of the accounting policies set out below. This interim report has been prepared in accordance with IFRS's, it is not in accordance with IAS 34 and therefore is not fully compliant with IFRS.
These interim results have been prepared under the historical cost convention. Areas where other bases are applied are identified in the accounting policies below.
The financial information set out in this interim report does not constitute statutory accounts as defined in the Companies Act 2006. The Company's statutory financial statements for the year ended 31 July 2013 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified, although it did include a reference to disclosures concerning Going Concern which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
This announcement contains certain forward-looking statements with respect to the operations, performance and financial position of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of the preparation of this announcement and the Company undertakes no obligation to update these forward-looking statements. Nothing in this Interim Financial Report should be construed as a profit forecast.
The results for the six months ended 31 January 2014 were approved by the Board on 28 April 2014.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 January and 31 July each year. Control is achieved where the Company has the power to govern the financial and operating policies 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 to the Financial Statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
Business combinations
The purchase method of accounting is used for all acquired businesses as defined by IFRS3 - Business Combinations.
As a result of the application of the purchase method of accounting, goodwill is initially recognised as an asset being the excess at the date of acquisition of the fair value of the purchase acquisition consideration plus directly attributable costs of acquisition over the net fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiaries acquired.
Goodwill arising on acquisitions before the date of transition to IFRS is subject to alternative policies for valuation as described below.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Intangible assets
An intangible asset is considered identifiable only if it is separable or arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.
For intangible assets with finite useful lives, amortisation is calculated so as to write off the cost of an asset less its estimated residual value over its economic life as follows:
Software development - 10 years
Website development costs - 3 years
In addition to amortisation, at each balance sheet date the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Recoverable amount is the higher of fair value less costs to sell and value in use. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Trade receivables
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.
Financial liability and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual agreements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recognised at the amount of proceeds received net of costs directly attributable to the transaction. To the extent that those proceeds exceed the par value of the shares issued they are credited to a share premium account.
Trade payables
Trade payables are not interest-bearing and are stated at their nominal value.
Goodwill
Goodwill arising on consolidation represents the excess cost of acquisition over the group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition.
Goodwill is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed. Goodwill arising on acquisition before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.
On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Revenue recognition
Revenue represents takings received for entry into the prize draws. The revenue is recognised upon receipt of the money for the period that the draws take place, net of VAT and other sales-related taxes.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The charge for taxation is based on the taxable profit or loss for the period and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more, or a right to pay less, tax in the future have occurred at the balance sheet date. Timing differences are differences between the Group's taxable profits and its results as stated in the financial information that arises from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial information.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the reversal of the underlying timing differences can be deducted.
Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis.
2. Earnings per ordinary share
The calculation of basic earnings per share and diluted earnings per share is based on the results and weighted average number of ordinary shares as follows:
Period ended | Period ended | Year ended | ||||
31-Jan | 31-Jan | 31-Jul | ||||
2014 | 2013 | 2013 | ||||
(unaudited) | (unaudited) | (audited) | ||||
£'000 | £'000 | £'000 | ||||
Attributable to equity | (128) | (88) | (438) | |||
Weighted average number of | ||||||
ordinary shares: | ||||||
Basic | 507,541,746 | 441,627,159 | 468,094,865 | |||
Fully diluted | 525,141,746 | 459,227,159 | 476,194,865 |
The fully diluted number of ordinary shares includes 17.6 million options, to subscribe for new Ordinary shares of 0.1p each, which were issued in June 2010. None of these options have been exercised in the period.
3. Share capital
As at | As at | As at | ||||
31-Jan | 31-Jan | 31-Jul | ||||
2014 | 2013 | 2013 | ||||
£'000 | £'000 | £'000 | ||||
Issued and fully paid: | ||||||
1,127,178,043 ordinary shares of 0.1p each | 1,127 | 442 | 795 |
4. Cash used in Operations
Period ended | Period ended | Year ended | ||||
31-Jan | 31-Jan | 31-Jul | ||||
2014 | 2013 | 2013 | ||||
£'000 | £'000 | £'000 | ||||
(Loss) from operations | (128) | (88) | (438) | |||
Finance costs | 33 | 24 | 22 | |||
Depreciation of tangible fixed assets | 13 | 23 | - | |||
Amortisation of intangible assets | - | - | 35 | |||
Impairment of non-current assets | - | - | 382 | |||
Share based payments | - | - | 109 | |||
Loss on disposal of subsidiary | 57 | - | - | |||
Decrease/(increase) in debtors | (451) | (23) | 59 | |||
(Decrease)/increase in creditors | 278 | 171 | (216) | |||
Cash generated from/(used in) operations | (198) | 107 | (47) |
5. Interim Financial Report
The unaudited interim financial report, which is the responsibility of the directors and was approved by them on 28 April 2014, does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006.
This report is available on Boxhill Technologies PLC's website at www.boxhillplc.com. Copies are available from the Company at its registered office:
21 Knightsbridge, London, SW1X 7LY, United Kingdom
Related Shares:
SJH.L