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Half Yearly Report

12th Sep 2011 07:00

RNS Number : 0004O
NetDimensions (Holdings) Limited
12 September 2011
 



12 September 2011

NetDimensions (Holdings) Limited

("NetDimensions" or the "Company")

 

Interim Results for the six months ended 30 June 2011

 

NetDimensions (AIM: NETD), the global provider of enterprise-class performance, knowledge and learning management related software and services, enabling organisations to manage their training programs, announces interim results for the six months ended 30 June 2011.

 

 

Financial Highlights

·; Revenue increased 31% to US$4.4m (H1'10: US$3.3m)

·; Loss of US$0.7m (H1'10: loss of US$0.3m)

o After including US$0.2m intangible asset amortisation, US$0.2m non cash share based compensation, US$0.1m foreign exchange gain and gain on disposal of an associate.

·; Deferred revenue up 26% to US$ 2.8m (H1'10: US$ 2.3m)

·; Headcount up to 99 from 73 at the end of H1'10 (headcount at year end: 88)

·; Strong cash position of US$5.9m - equated to 14.4p in cash per share at 30 June 2011 currency rates (2010 year end: US$6.0m) after US$0.2m share repurchase during the period

 

Operations Highlights

·; Added 63 new clients through direct sales or resellers including;

o Renishaw Plc;

o Brigham Young University;

o IKON AS;

o Service Strategies; and

o Omega Performance Corporation.

·; Added 4 major resellers including;

o Intekras, a major US professional services company offering core solutions in information assurance, technical services and workforce development in US federal, state and local governments as well as commercial entities;

o Training Partners, a wholly owned subsidiary of Dimension Data specialising in IT infrastructure for learning & development; and

o Aurion Limited, a company which designs and delivers award winning e-learning tools; and

o Tatweer International for Human Development S.A.E., a regional workforce training solution provider in Egypt.

·; Incorporated the CFR 21 Part 11 compliance within EKP, an indispensable requirement in pharmaceutical industry

·; Released a major new versions of our flagship LMS product - EKP 7.0 and 7.1

·; Improvement of our mobile version - mEKP enabling course download and encryption

Roger Durn, Chairman of NetDimensions, commented: "NetDimensions has been trading in line with expectations and we continue to see significant growth for our business in Asia / China and other emerging markets. We believe our target markets will continue to be 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 impressive revenue growth. The Board is confident that this strong trading will continue in the second half of the year and the Company is well-positioned to grow."

 

Enquiries:

NetDimensions

 

Jay Shaw

Clarence Wu

Robert Torio

+852 2122 4500

[email protected]

Arden Partners plc

(Nomad & Broker)

Adrian Trimmings

Jamie Cameron

+44 (0) 20 7614 5900

[email protected]

[email protected]

 

Walbrook PR Limited

(Financial PR)

Bob Huxford

Fiona Henson

+44 (0) 20 7933 8783

[email protected]

+44 (0) 20 7933 8795

[email protected]

CHAIRMAN'S STATEMENT

 

Financial Summary

 

The Company achieved 31% growth in sales to US$4.4m for the first half of the year (2010: US$3.3m); of this, organic growth contributed 20% with the balance from acquisitions and strategic investments that the Company made in 2010.

 

Due to seasonality of the business the Company is usually loss making at the half year stage. The Company recorded a loss before tax of US$0.7m for the six months ended 30 June 2011. This loss includes the non-cash and one-time extraordinary items of US$0.2m intangible asset amortisation, US$0.2m share based compensation and US$0.1m foreign exchange gain and gain on disposal of an associate, excluding which the loss before tax would have been reduced to US$0.4m. During this period, the Company's headcount increased by 26 to a total of 99. This major increase consisted of ten staff joining from prior acquisitions as well as our investment in eleven sales related personnel in the US, China and other regions to aid the Company's expansion.

 

The Company maintained a strong cash position of US$5.9m net of a US$0.2m share buyback during the period. The Board anticipates that the Company's cash position will continue to improve as sales materialise during the second half of the year.

 

The Board is not recommending the payment of a dividend at this time due to the need to conserve cash for future Company growth. However, it is the Board's intention to pay dividends in the future.

Operations Review

 

In the first half of 2011 NetDimensions generated revenue growth through the integration of the EKP distribution business acquired last year in the UK and US. We will continue to see further benefit from the realisation of synergies arising from acquisitions earlier in the year. We are pleased that the new Shanghai office began trading with a team of four sales staff and has generated sales in line with expectations.

 

First half new client wins came from both direct and partner-led sales worldwide. In the six months under review we won 63 new clients, many of which operate in highly regulated, compliance driven environments and aim to generate efficiencies through the application of NetDimensions' products. In addition, the Company signed up four resellers to expand our global geographical and industrial footprint.

 

Our engineering has been focused on existing product upgrades with version EKP 7.0 & 7.1 and also mEKP which now has improved course download and encryption functionality. Greater penetration of the pharmaceutical industry has been achieved by successfully incorporating the CFR 21 Part 11 compliance in EKP. The engineering team have also developed EKP usage via mobile device & created social networking capabilities.

 

Current Trading and Outlook

 

NetDimensions has been trading in line with expectations and we continue to see significant growth for our business in Asia / China and other emerging markets. We have not yet seen a significant impact from the continued eurozone financial issues or the US budget crisis that led to a US treasury downgrade.

 

NetDimensions' strong cash position on 30 June 2011 at US$5.9m will provide a solid financial base for the Company to manage uncertainty from further economic problems in the US & Europe that may arise in the later part of the year.

We believe our target markets will continue to be 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 impressive revenue growth. The Board is confident that this strong trading will continue in the second half of the year and the Company is well-positioned to grow.

 

Roger Durn

Chairman of the Board

12 September 2011

 

 

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THESIX MONTHSENDED 30 JUNE 2011

 

 

 

Unaudited

Unaudited

Audited

6 months to

6 months to

12 months to

Notes

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

Revenue

4

4,412,435

3,375,444

8,257,601

Cost of sales

(336,468)

(176,408)

(637,313)

Gross profit

4,075,967

3,199,036

7,620,288

Administrative expenses

(4,893,102)

(3,277,482)

(7,365,729)

Operating (loss)/profit

5

(817,135)

(78,446)

254,559

Net finance income/(costs)

6

80,504

(131,623)

(33,296)

Gain on disposal of an associate

8

38,382

-

-

Share of loss of an associate

8

-

(16,035)

(41,250)

Share of loss of a jointly controlled entity

9

(676)

(32,402)

(63,962)

(Loss)/profit before taxation

(698,925)

(258,506)

116,051

Taxation

-

-

-

(Loss)/profit for the period/year

(698,925)

(258,506)

116,051

Attributable to:

Equity shareholders of the Company

(698,925)

(258,506)

116,051

(Loss)/earnings per share:

Basic

7

US$(0.03)

US$(0.01)

US$0.46

Diluted

7

US$(0.03)

US$(0.01)

US$0.43

 

 

The notes on pages 9 to 19 form an integral part of these condensed consolidated interim financial statements.

NETDIMENSIONS (HOLDINGS) LIMITED

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THESIX MONTHSENDED 30 JUNE 2011

 

 

 

Unaudited

Unaudited

Audited

6 months to

6 months to

12 months to

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

(Loss)/profit for the period/year

(698,925)

(258,506)

116,051

Other comprehensive (loss)/income:

Exchange differences on translation of

foreign operations

(6,332)

9,210

3,731

Fair value change of available-for-sale financial asset

 

22,003

 

(50,182)

 

(13,134)

Other comprehensive income/(loss) for the period/year

15,671

(40,972)

(9,403)

Total comprehensive (loss)/income for the period/year

 

(683,254)

 

(299,478)

106,648

Total comprehensive (loss)/income for the period/year attributable to:

Equity shareholders of the Company

(683,254)

(299,478)

106,648

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT30 JUNE 2011

 

 

 

Unaudited

Unaudited

Audited

Notes

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

ASSETS

Non-current assets

Property, plant and equipment

258,226

155,019

163,609

Intangible assets

1,096,547

473,671

1,223,940

Available-for-sale financial asset

168,840

100,363

142,161

Interest in an associate

8

310

76,833

51,928

Interest in a jointly controlled entity

9

10,362

17,598

11,038

1,534,285

823,484

1,592,676

Current assets

Trade and other receivables

2,176,260

1,873,378

3,582,134

Pledged bank deposits

583,027

-

500,566

Cash and cash equivalents

5,277,966

6,303,254

5,498,420

8,037,253

8,176,632

9,581,120

TOTAL ASSETS

9,571,538

9,000,116

11,173,796

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company

Share capital

10

25,282

25,039

25,116

Share premium

11,139,427

11,116,871

11,119,731

Foreign currency translation reserve

31,787

43,591

38,119

Available-for-sale financial assets

revaluation reserve

 

8,869

 

(50,182)

 

(13,134)

Share option reserve

46,980

-

-

Accumulated losses

(5,280,626)

(4,971,382)

(4,581,701)

Total equity

5,971,719

6,163,937

6,588,131

Non-current liabilities

Obligations under finance leases

5,863

-

6,772

Current liabilities

Trade and other payables

743,379

566,807

1,034,546

Deferred income

2,848,773

2,269,032

3,542,541

Obligations under finance leases

1,804

340

1,806

3,593,956

2,836,179

4,578,893

Total liabilities

3,599,819

2,836,179

4,585,665

TOTAL EQUITY AND LIABILITIES

9,571,538

9,000,116

11,173,796

 

The notes on pages 9 to 19 form an integral part of these condensed consolidated interim financial statements.

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

CONDENSED CONSOLIDATED STATEMENTOF CHANGES IN EQUITY 

FOR THE SIX MONTHSENDED 30 JUNE 2011 (UNAUDITED)

 

 

 

Available-

for-sale

Foreign

financial

currency

asset

Share

Share

translation

revaluation

Share option

Accumulated

capital

premium

reserve

reserve

reserve

losses

Total

US$

US$

US$

US$

US$

US$

US$

At 1 January 2011

25,116

11,119,731

38,119

(13,134)

-

(4,581,701)

6,588,131

 

Loss for the period

-

-

-

 

-

 

-

(698,925)

(698,925)

 

 

Other comprehensive (loss)/income for the period

-

-

(6,332)

 

 

 

22,003

 

 

 

-

-

15,671

 

Total comprehensive (loss)/income

-

-

(6,332)

 

22,003

 

-

(698,925)

(683,254)

 

Shares repurchase (note 10)

(400)

(161,664)

-

 

-

 

-

(162,064)

 

Equity settled share-based payments

566

181,360

-

 

-

 

46,980

-

228,906

At 30 June 2011

25,282

11,139,427

31,787

8,869

46,980

(5,280,626)

5,971,719

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

CONDENSED CONSOLIDATED STATEMENTOF CHANGES IN EQUITY 

FOR THE SIX MONTHSENDED 30 JUNE 2010 (UNAUDITED)

 

Available-

for-sale

Foreign

financial

currency

asset

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/(loss) for the period

-

-

9,210

 

 

 

(50,182)

-

(40,972)

Total comprehensive income/(loss)

-

-

9,210

 

 

(50,182)

(258,506)

(299,478)

Equity settled share-based payments

25

-

-

 

 

-

5,822

5,847

At 30 June 2010

25,039

11,116,871

43,591

(50,182)

(4,971,382)

6,163,937

 

FOR THE YEAR ENDED 31 DECEMBER 2010 (AUDITED)

 

Available-

for-sale

Foreign

financial

currency

asset

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

Profit for the year

-

-

-

-

116,051

116,051

Other comprehensive income/(loss) for the year

-

-

3,731

 

 

 

(13,134)

-

(9,403)

Total comprehensive income/(loss)

-

-

3,731

 

 

(13,134)

116,051

106,648

Issue of shares

40

2,860

7

-

-

2,907

Equity settled share-based payments

62

-

-

 

 

-

20,946

21,008

At 31 December 2010

 

25,116

 

11,119,731

 

38,119

 

(13,134)

 

(4,581,701)

 

6,588,131

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2011

 

 

Unaudited

Unaudited

Audited

6 months to

6 months to

12 months to

Notes

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

Cash generated from/(used in) operations

12(a)

71,254

(628,784)

(123,541)

Interest paid

(3,659)

-

-

Income tax paid

-

(20,000)

(20,000)

Net cash generated from/(used in) operating activities

67,595

(648,784)

(143,541)

Cash flows from in investing activities

Purchase of property, plant and equipment

(146,354)

(59,115)

(105,347)

Purchase of intangible assets

(44,073)

(96,801)

(938,559)

Purchase of available-for-sale financial asset

-

(100,363)

(153,715)

Interest received

32,910

767

61,895

Proceeds on disposal of an associate

90,000

-

-

Proceeds on disposal of property, plant and

equipment

 

949

 

-

 

-

Proceeds on disposal of intangible assets

216

-

-

Capital contribution to an associate

-

-

(310)

Capital contribution to a jointly controlled entity

-

(50,000)

(75,000)

Net cash used in investing activities

(66,352)

(305,512)

(1,211,036)

Cash flows from financing activities

Finance lease charges

(327)

(168)

(415)

Proceeds on issue of shares under share option scheme

-

-

2,907

Repayments of borrowings and finance leases

(911)

(685)

(1,477)

Repurchase of shares

10

(162,064)

-

-

Net cash (used in)/generated from financing activities

(163,302)

(853)

1,015

Net decrease in cash and cash equivalents

(162,059)

(955,149)

(1,353,562)

Cash and cash equivalents at beginning of the period/year

5,998,986

7,444,665

7,444,665

Effect of foreign exchange rate changes, net

24,066

(186,262)

(92,117)

Cash and cash equivalents at end of the period/year

5,860,993

6,303,254

5,998,986

 

Analysis of balances of cash and cash equivalent

Cash and bank balances

5,277,966

6,303,254

5,498,420

Pledged bank deposits 12(b)

583,027

-

500,566

5,860,993

6,303,254

5,998,986

 

The notes on pages 9 to 19 form an integral part of these condensed consolidated interim financial statements.

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

1. GENERAL INFORMATION

 

The Company was incorporated in the Cayman Islands as a limited liability company underthe 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 at17/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 were admitted 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 12 September 2011.

 

These condensed consolidated interim financial statements for the six months ended 30 June 2010 and 2011 have not been audited.

 

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 2011 have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting".  These condensed consolidated interim financial statementsshould be read in conjunction with the annual financial statements of the Group for the year ended 31 December 2010.

 

(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, as appropriate.

The accounting policies and methods of computation used in the preparation of these condensed interim accounts are consistent with those used in the 2010 annual accounts, except for the adoption of the revised standards, amendments and interpretations issued by the International Accounting Standards Board that are relevant to the Group's operations and mandatory for annual periods beginning 1 January 2011.

The effect of the adoption of these revised standards, amendments and interpretations was not material to the Group's results and financial position.

During the period, a number of new and revised standards, amendments and interpretations were issued by the International Accounting Standard Board but not yet effective this year. Management is in the process of assessing the impact of these new and revised standards, amendments and interpretations.

 

 

 

 

 

 

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

3. SUMMARY CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

 

In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were that same as those that applied to the consolidated financial statements for the year ended 31 December 2010.

 

 

 4.  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:

 

Management reassesses the location of customers in Asia Pacific and defines them from EMEA to Rest of the World. Certain prior period figures have been adjusted to conform with the current period's presentation.

 

Segmental information for the six months ended 30 June 2011:

 

North

Rest of the

America

EMEA

World

Total

US$

US$

US$

US$

Revenue from external customers

1,605,405

2,188,404

618,626

4,412,435

Operating loss

(297,304)

(405,268)

 (114,563)

(817,135)

Net finance income

80,504

Gain on disposal of an associate

38,382

Share of loss of a jointly

controlled entity

(676)

Loss before taxation

(698,925)

Taxation

-

Loss for the period

(698,925)

 

Segment assets

1,226,298

1,245,176

7,100,064

9,571,538

Segment liabilities

999,326

1,244,634

1,355,859

3,599,819

 

Additions to non-current

assets

 

117,901

 

1,271

 

71,255

190,427

Depreciation and

amortisation

 

15,550

 

55,274

 

167,720

238,544

 

 

Information about major customers

 

Included in revenue arising from EMEA segment of approximately US$ 2,188,000 is revenue of approximately US$ 587,000 which arose from the Group's largest customer.

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

4. SEGMENT INFORMATION (CONTINUED)

 

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

1,801,327

449,867

3,375,444

Operating loss

(26,128)

(41,863)

(10,455)

(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

 

Additions to non-current

assets

 

371

 

490,195

 

59,046

549,612

Depreciation and

amortisation

 

8,517

 

27,386

 

48,773

84,676

 

Information about major customers

 

Included in revenue arising from EMEA segment of approximately US$ 1,801,000 is revenue of approximately US$ 494,000 which arose from the Group's largest customer.

 

 

 

 

 

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

4 SEGMENT INFORMATION (CONTINUED)

 

 

 

Segmental information for the year ended 31 December 2010:

 

North

Rest of the

America

EMEA

World

Total

US$

US$

US$

US$

Revenue from external customers

2,492,718

4,331,905

1,432,978

8,257,601

Operating profit

76,844

133,541

44,174

254,559

Net finance costs

(33,296)

Share of loss of an associate

(41,250)

Share of loss of a jointly

controlled entity

(63,962)

Profit before taxation

116,051

Taxation

-

Profit for the year

116,051

 

Segment assets

1,221,238

1,474,515

8,478,043

11,173,796

Segment liabilities

1,114,996

1,191,962

2,278,707

4,585,665

 

Additions to non-current

assets

 

850,095

 

509,732

 

98,677

1,458,504

Depreciation and

amortisation

 

39,988

 

155,144

 

39,101

234,233

 

Information about major customers

 

Included in revenue arising from EMEA segment of approximately US$ 4,332,000 is revenue of approximately US$ 1,022,000 which arose from the Group's largest customer.

 

 

 

 

 

 

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

5. OPERATING (LOSS)/ PROFIT

 

Operating (loss)/profit is arrived after charging:-

 

Unaudited

Unaudited

Audited

6 months to

6 months to

12 months to

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

Depreciation

50,946

41,455

86,215

Amortisation

187,598

43,221

148,018

Operating lease rentals in respect of leased premises

 

133,697

 

95,392

 

205,952

Research and development expenditures

 

1,361,653

 

1,175,598

 

3,117,293

 

 

 

 

 

6. NET FINANCE INCOME/(COSTS)

 

Unaudited

Unaudited

Audited

6 months to

6 months to

12 months to

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

Bank interest income

32,910

22,944

61,895

Interest expenses

(3,659)

-

-

Finance lease charges

(327)

(168)

(415)

Foreign exchange gain /(loss)

51,580

(154,399)

(94,776)

80,504

(131,623)

(33,296)

 

 

 

 

 

 

 

 

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

7. (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

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

Earnings

(Loss)/earnings attributable to owners of the Company for the purpose of diluted (loss)/earnings per share

(698,925)

(258,506)

116,051

Number of shares

Weighted average number of shares for the purpose of basic (loss)/earnings per share

25,431,783

25,037,885

25,058,925

Effect of dilutive potential shares:

 Share options

759,962

1,825,948

2,220,646

Weighted average number of shares for the purpose of dilutive (loss)/earnings per share

26,191,745

26,863,833

27,279,571

(Loss)/earnings per share

Basic

US$(0.03)

US$(0.01)

US$0.46

Diluted

US$(0.03)

US$(0.01)

US$0.43

 

No diluted loss per share is presented as the exercise of the outstanding employee share options would have an anti-dilutive effect.

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

8. INTEREST IN AN ASSOCIATE

 

Unaudited

Unaudited

Audited

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

Share of net assets

310

43,937

19,032

Goodwill on acquisition

-

32,896

32,896

310

76,833

51,928

 

a) Particulars of the associate as at 30 June 2011 are as follows: -

 

Place of

Percentage

incorporation

of equity

Name of associate

and operation

capital held

Principal activities

Workdocx Limited

UK

22%

Not yet commenced

operation

 

 

b) On 25 January 2011, the Company disposed all its interest in an associate, Peak Pacific Limited, for a consideration of US$90,000. The Group recognized a gain on disposal amounting to US$38,382.

 

 

9. INTEREST IN A JOINTLY CONTROLLED ENTITY

 

Unaudited

Unaudited

Audited

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

Share of net assets

-

2,209

-

Goodwill

10,362

15,389

11,038

10,362

17,598

11,038

 

 

Particulars of the jointly controlled entity as at 30 June 2011are as follows: -

 

Place of

Percentage

incorporation

of registered

Name of entity

and operation

capital held

Principal activities

Great (Bermuda) Island

Bermuda/

50%

Licensing of computer

Scientific Limited

Hong Kong

software and

provision of related

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

10. SHARE CAPITAL

 

Number

Amount

of shares

US$

Ordinary shares of US$0.001 each

Authorised share capital:

 

As at 1 January 2010, 30 June 2010,1 January 2011 and

30 June 2011

100,000,000

100,000

 

Number

Amount

Notes

of shares

US$

Issued and fully paid:

 

As at 1 January 2010

25,013,576

25,014

 Shares issued to non-executive directors

(a)

25,000

25

As at 30 June 2010

25,038,576

25,039

 Shares issued to non-executive directors

(a)

37,500

37

Shares issued on exercise of share option scheme

40,000

40

As at 31 December 2010 and 1 January 2011

25,116,076

25,116

Shares issued to employees and an executive director

(b)

528,000

528

Shares issued to non-executive directors

(a)

37,500

38

Shares repurchased and cancelled

(c)

(400,000)

(400)

As at 30 June 2011

25,281,576

25,282

Note:

 

a) Pursuant to the terms and conditions of the letter of appointment with the non-executive directors of the Company, certain ordinary shares of the Company were allotted to them as part of their remuneration package.

 

b) An aggregate of 528,000 ordinary shares of the Company were allotted to employees and an executive director as part of their incentive rewards.

 

c) During the period, the Company repurchased 400,000 shares at an aggregate consideration of GBP 100,000 (equivalent US$162,064). All of the shares were subsequently cancelled. The nominal value of the cancelled shares of US$ 400 in the share capital and the premium paid on repurchase of US$161,664 was charged against the share premium account in accordance with the Cayman Islands Companies Act.

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

11. EQUITY SETTLED SHARE-BASED PAYMENTS

 

The Company has a share option scheme for certain employees, directors and sales agents. Options are exercisable at a price equal to the average market price of the Company's shares on the date of grant. The vesting period is ranges from 1 to 5 years after the date of the grant. If the options remain unexercised after a period of 10 years after the date of grant, the options expire. Options are forfeited if the employee, director or sales agent leaves the group before the options vest.

 

Details of movement of the share options are as follows:

 

Unaudited

Unaudited

Audited

6 months to

6 months to

12 months to

30.6.2011

30.6.2010

31.12.2010

Weighted

Weighted

Weighted

Number of

average

Number of

Average

Number of

average

share

exercise

share

exercise

Share

exercise

options

price

options

price

Options

price

US$

US$

US$

Outstanding at 1 January

2,126,500

0.285

1,226,500

0.268

1,226,500

0.269

Granted during the period

 

800,000

 

0.308

 

1,250,000

 

0.118

 

1,500,000

 

0.291

Forfeited during the period

 (750,000)

0.282

(547,500)

0.280

(560,000)

0.281

Exercised during the period

 

-

 

-

 

-

 

-

 

(40,000)

 

0.073

Outstanding at 30 June/31 December

2,176,500

0.294

1,929,000

0.168

2,126,500

0.285

Exercisable at 30 June/31 December

626,500

0.270

679,000

0.259

626,500

0.270

 

Share options outstanding during the years ended 30 June 2011 and 31 December 2010 are as follows:

 

30 June 2011

31 December 2010

Number of

Number of

Exercise

Exercise price

shares under

shares under

period lapse

per share US$

option

option

14.09.2011

US$0.160

7,000

7,000

11.05.2013

US$0.165

72,000

72,000

11.08.2013

US$0.165

10,000

10,000

19.04.2015

US$0.165

50,000

50,000

30.12.2015

US$0.300

100,000

100,000

24.05.2016

US$0.300

105,000

105,000

11.06.2016

US$0.300

5,000

5,000

28.12.2016

US$0.300

277,500

277,500

12.02.2020

GBP0.18

500,000

1,250,000

06.12.2020

GBP0.215

250,000

250,000

24.01.2021

GBP0.1925

800,000

-

2,176,500

2,126,500

 

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

11. EQUITY SETTLED SHARE-BASED PAYMENTS (CONTINUED)

 

On 25 January 2011, the Company granted 800,000 share options to directors and employees at an exercise price of GBP 0.1925 per share. The fair value of the share options granted was approximately GBP50,020. The share options granted were subject to vesting conditions from 2 to 5 years.

 

The fair value of options granted under the Company's Share Option Scheme determined using the Black-Scholes Option Pricing Model (the "Model") at the date of grant was carried out by Grant Sherman Appraisal Limited. The key inputs into the Model were summarised as follows:

 

Batch

i

ii

iii

iv

v

vi

vii

viii

ix

x

xi

Date of grant

13 Feb 10

13 Feb 10

13 Feb 10

7 Dec 10

7 Dec 10

7 Dec 10

7 Dec 10

25 Jan 11

25 Jan 11

25 Jan 11

25 Jan 11

Closing price at date of grant (GBP)

0.18

0.18

0.18

0.215

0.215

0.215

0.215

0.205

0.205

0.205

0.205

Expected volatility

25.67%

25.67%

25.67%

26.09%

26.09%

26.09%

26.09%

26.41%

26.41%

26.41%

26.41%

Expected life (year)

6

6.5

7

6

6.5

7

7.5

6

6.5

7

7.5

Risk-free interest rate

3.435%

3.435%

3.647%

2.4%

2.64%

2.88%

3.03%

2.48%

2.64%

2.86%

3.07%

Expected annual dividend yield

0%

0%

0%

0%

0%

0%

0%

0%

0%

0%

0%

Fair value per share option (GBP)

0.0581

0.0599

0.0625

0.0657

0.0701

0.0744

0.0782

0.0568

0.0601

0.0639

0.0677

 

The expected volatility is based on the average industry annualized historical stock price volatility as at the date of grant. The expected life is the estimates of the expected lives of the options which have been taken into account of early exercise behaviour for the option holders.

 

The options outstanding at 30 June 2011 and 31 December 2010 had a weighted average exercise price of US$0.294 and US$0.285 respectively and a weighted average remaining contractual life of two years.

 

The amount is to be recognised as an expense of the Group over the remaining vesting periods of the relevant share options. The amount recognised as expenses for the period ended 30 June 2011 amounted to US$46,980 (31 December 2010: Nil). 

NETDIMENSIONS (HOLDINGS) LIMITED

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

12. NOTES TO THE CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

a) Reconciliation of (loss)/profit for the period/year to net cash generated from/(used in)

operations:

 

Unaudited

Unaudited

Audited

6 months to

6 months to

12 months to

30.6.2011

30.6.2010

31.12.2010

US$

US$

US$

(Loss)/ profit before taxation

(698,925)

(258,506)

116,051

Equity settled share-based payments

228,906

5,847

21,008

Depreciation

50,946

41,455

86,215

Amortisation

187,598

43,221

148,018

Gain on disposal of an associate

(38,382)

-

-

Finance lease charges

327

168

415

Interest income

(32,910)

(22,944)

(61,895)

Interest expenses

3,659

-

-

Share of loss of an associate

-

16,035

41,250

Share of loss of a jointly controlled entity

676

32,402

63,962

Exchange (gain)/loss

(51,580)

145,322

94,776

Operating cash flows before changes in working capital

(349,685)

3,000

509,800

Decrease/(increase) in trade and

other receivables

1,405,874

246,032

(1,496,773)

(Decrease)/increase in deferred income

(693,768)

(642,970)

630,539

(Decrease)/increase in trade and

Payables

(291,167)

(234,846)

232,893

Cash generated from/(used in) operations

71,254

(628,784)

(123,541)

 

b) As at 30 June 2011, included in cash and cash equivalents of US$ 5,860,993 as at 30 June 2011 is short term RMB denominated bank deposits of US$ 583,027 pledged to secure the banking facilities available to the Group.

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

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