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DTB Dietbrown

0.105
0.00 (0.00%)
10 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Dietbrown LSE:DTB London Ordinary Share GB00B13JQB31 ORD 3.8P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.105 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Half-yearly Report

27/06/2008 7:00am

UK Regulatory


    


DietBrown PLC



27 June 2008

                                  DietBrown Plc
                              (formerly Citel PLC)

              Interim Results for the 6 months ended 31 March 2008

Asset Sale and Investing Strategy

The Board of Citel plc ("Citel" or the "Company") announced on 4 June 2008 that
Citel had completed the sale of the business and certain assets, comprising
substantially all the assets underlying the Company's trading operations, to
Tortel USA, LLC for US$2,600,000 (the "Disposal") and received a payment of
US$1,850,000, less a US$50,000 deposit received on signing the Letter of Intent.
The remaining amount of US$750,000 is due to be received on 30 September 2008.

The strategy of the Company remains to use the proceeds from the Disposal to
satisfy obligations to creditors and employees and to then seek, as soon as
possible after 30 September 2008, to return residual cash (if any) to
shareholders. Residual proceeds (if any) and timing will be a function of the
successful negotiation of outstanding obligations, collectability from debtors
as well as the outcome of outstanding legal cases (including the Entrada legal
case as announced on 25 June 2008). Whilst these variables make forecasting
imprecise, the Company expects to have a cash balance of approximately £250,000
at 30 September 2008. Once any residual proceeds have been distributed to
shareholders management intend to seek a members' voluntary liquidation and
cancel the Company's listing on AIM.

Review of the 6 months to 31 March 2008

Operating results, which are now classified in the income statement as
discontinued, showed an operating loss of £1.1 million for the six months ended
31 March 2008 compared with an operating loss of £1.5 million for the six months
ended 31 March 2007. The Company let a majority of the operating personnel go
when the decision to sell the trading assets was made, as a result the sales
resource within the firm was diminished, causing sales in the period to fall to
£1.0 million from £1.3 million in the equivalent prior year period. Operating
expenses were lower at £1.8 million (2007: £2.5 million) due to lower staff
costs.

The sale of the operating assets resulted in a provision for loss on sale of the
assets of £1.3 million. The largest portion was a £0.7 million write-off of
goodwill. The remaining loss was spread across the sold assets and other assets
with approximately £0.4 million attributable to inventory.

Net finance income (expense) included only £10,000 of interest income for the
six months ended 31 March 2008. For the six months ended 31 March 2007 net
finance income was £95,000.

Change of Name

As announced on 13 June 2008 the Company changed its name to DietBrown plc and
the London Stock Exchange TIDM code for the Company was changed to DTB.

Tortel USA, LLC plans to operate the business and support the existing customer
base under Citel Technology LLC in the USA and Citel Technology Limited in the
UK.

Change of Accounting Date

The Company has received notice that the accounting reference date of the
Company has changed from 31 March to 30 June. As a result the deadline for
publication of the audited accounts for the 15 months to 30 June 2008 will be 31
December 2008 on the basis that the Company remains listed on AIM.

Contact Details:

DietBrown Plc
Jose David, CEO                   001 206 965 8925

Panmure Gordon (UK) Limited
Dominic Morley                    +44 (0)20 7459 3600
Giles Stewart

                                  DIETBROWN PLC
                              (formerly CITEL PLC)

                                 INTERIM REPORT
                     For the six months ended 31 March 2008

                      Directors and Professional Advisers


Company registration number             05690534

Registered office                       Wheatcroft Business Park
                                        Landmere Lane
                                        Edwalton, Nottingham
                                        NG12 4DG

Website                                 www.citel.com

Directors                               C. Heintzlemen (Chairman)
                                        J. Cunningham
                                        S. Davies
                                        J. David (Interim CEO, CFO and
                                              Secretary)

Bankers                                 National Westminster Plc
                                        Nottingham City Branch
                                        148 - 149 Victoria Centre
                                        Nottingham, NG1 3QT

Auditor                                 Grant Thornton UK LLP
                                        Chartered Accountants
                                        Registered Auditor
                                        30 Hounds Gate
                                        Nottingham, NG1 7DH

Legal Advisor                           DLA Piper UK LLP
                                        Victoria Square House
                                        Victoria Square
                                        Birmingham, B2 4DL

Nominated Adviser and Broker            Panmure Gordon (UK) Limited
                                        Moorgate Hall
                                        155 Moorgate
                                        London, EC2M 6XB

Registrar                               Capita Registrars
                                        The Registry
                                        34 Beckenham Road
                                        Beckenham
                                        Kent, BR3 4TU

CEO's statement

Asset Sale and Investing Strategy

The Board of Citel plc ("Citel" or the "Company") announced on 4 June 2008 that
Citel had completed the sale of the business and certain assets, comprising
substantially all the assets underlying the Company's trading operations, to
Tortel USA, LLC for US$2,600,000 (the "Disposal") and received a payment of
US$1,850,000, less a US$50,000 deposit received on signing the Letter of Intent.
The remaining amount of US$750,000 is due to be received on 30 September 2008.

The strategy of the Company remains to use the proceeds from the Disposal to
satisfy obligations to creditors and employees and to then seek, as soon as
possible after 30 September 2008 to return residual cash (if any) to
shareholders. Residual proceeds (if any) and timing will be a function of the
successful negotiation of outstanding obligations, collectability from debtors
as well as the outcome of outstanding legal cases (including the Entrada legal
case as announced on 25 June 2008). Whilst these variables make forecasting
imprecise, the Company expects to have a cash balance of approximately £250,000
at 30 September 2008. Once any residual proceeds have been distributed to
shareholders management intend to seek a members' voluntary liquidation and
cancel the Company's listing on AIM.

Review of the 6 months to 31 March 2008

Operating results, which are now classified in the income statement as
discontinued, showed an operating loss of £1.1 million for the six months ended
31 March 2008 compared with an operating loss of £1.5 million for the six months
ended 31 March 2007. The Company let a majority of the operating personnel go
when the decision to sell the trading assets was made, as a result the sales
resource within the firm was diminished, causing sales in the period to fall to
£1.0 million from £1.3 million in the equivalent prior year period. Operating
expenses were lower at £1.8 million (2007: £2.5 million) due to lower staff
costs.

The sale of the operating assets resulted in a provision for loss on sale of the
assets of £1.3 million. The largest portion was a £0.7 million write-off of
goodwill. The remaining loss was spread across the sold assets and other assets
with approximately £0.4 million attributable to inventory.

Net finance income (expense) included only £10,000 of interest income for the
six months ended 31 March 2008. For the six months ended 31 March 2007 net
finance income was £95,000.

Change of Name

As announced on 13 June 2008 the Company changed its name to DietBrown plc and
the London Stock Exchange TIDM code for the Company was changed to DTB.

Tortel USA, LLC plans to operate the business and support the existing customer
base under Citel Technology LLC in the USA and Citel Technology Limited in the
UK.

Change of Accounting Date

The Company has received notice that the accounting reference date of the
Company has changed from 31 March to 30 June. As a result the deadline for
publication of the audited accounts for the 15 months to 30 June 2008 will be 31
December 2008 on the basis that the Company remains listed on AIM.

Dietbrown plc (formerly Citel plc)
Condensed Consolidated Interim Income Statement
For the Six Months Ended 31 March 2008

                                                         Six months   Six Months
                                                          To 31 Mar    To 31 Mar
                                                               2008         2007
                                                              £000s        £000s
                                                  Note    Unaudited    Unaudited
Discontinued operations                            2
  Revenue                                                      £998       £1,342
    Cost of sales                                             (394)        (507)
                                                         ----------   ----------
  Gross profit                                                  604          835
    Operating expenses                                      (1,788)      (2,549)
                                                         ----------   ----------
  Operating loss before tax                                 (1,184)      (1,714)
    Income taxes                                   3             52          213
                                                         ----------   ----------
  Operating loss                                            (1,132)      (1,501)
    Provision for loss on sale of assets                    (1,304)            -
                                                         ----------   ----------
Loss on discontinued operations                             (2,436)      (1,501)

Finance income (expense)
  Interest income                                                10          127
  Borrowing costs                                                 -         (30)
  Finance cost of conversion of debt to equity                    -          (2)
                                                         ----------   ----------
Net finance income (expense)                                     10           95
                                                         ----------   ----------

Loss for the period                                        £(2,426)     £(1,406)
                                                         ==========   ==========


Loss for the period per share                      4

  Basic and diluted                                         (11.1p)       (6.5p)

Dietbrown plc (formerly Citel plc)
Condensed Consolidated Interim Balance Sheet
31 March 2008

                                                       31 Mar 2008   31 Mar 2007
                                                             £000s         £000s
                                                Note     Unaudited     Unaudited

Assets (all held for sale)                       2
  Goodwill                                                      £-          £742
  Other intangible assets                                        -            12
  Plant and equipment                                            -           153
                                                       -----------   -----------
    Non-current assets held for sale                             -           907

Current assets
  Cash and cash equivalents                                    219         4,595
  Trade and other receivables                                  381         1,159
  Assets held for sale                           2
    Inventories                                              1,335           589
    Prepayments                                                  -            72
                                                       -----------   -----------
      Total held for sale                                    1,335           661
                                                       -----------   -----------
      Total current assets                                   1,935         6,415

Current liabilities
  Borrowings                                                   150         1,524
  Trade and other payables                                     672           462
  Provisions                                                   219            61
  Liabilities held for sale                      2
    Provisions                                                   -            88
                                                       -----------   -----------
      Total current liabilities                              1,041         2,135

Net current assets                                             894         4,280
                                                       -----------   -----------

Net assets                                                    £894        £5,187
                                                       ===========   ===========

Equity
  Share capital                                               £830          £825
  Share premium                                              8,757         8,724
  General reserves                                          21,286        21,286
  Foreign exchange reserve                                      13          (25)
  Retained earnings                                       (29,992)      (25,623)
                                                       -----------   -----------

Total equity                                                  £894        £5,187
                                                       ===========   ===========

Dietbrown plc (formerly Citel plc)
Condensed Consolidated Interim Cash Flow Statement
For the Six Months Ended 31 March 2008

                                                         Six Months   Six Months
                                                          To 31 Mar    To 31 Mar
                                                               2008         2007
                                                              £000s        £000s
                                                  Note    Unaudited    Unaudited

Operating activities - continuing operations
  Loss for the period                                      £(2,426)     £(1,406)
  Less discontinued and non-operating (loss)
   income
    Loss on discontinued operations                           2,436        1,501
    Net finance (income) expense                               (10)         (95)
  (Increase) decrease in receivables                            259        (526)
  (Decrease) increase in payables                               298          129
  (Decrease) increase in provisions                             160         (36)
                                                         ----------   ----------

                                                                717        (433)
Operating activities - discontinued operations     2
  Loss on discontinued operations                           (2,436)      (1,501)
  Non-cash expenses
    Depreciation and amortization                                31           37
    Impairments of non-current assets                           831            -
    Share based payments                                         26          196
    Foreign exchange translation                                 61           66
  (Increase) decrease in inventories                          (354)        (102)
  (Increase) decrease in prepayments                             98         (48)
  (Decrease) increase in provisions                            (74)        (101)
                                                         ----------   ----------
                                                            (1,817)      (1,453)
Investing activities - discontinued operations     2
  Purchase of a business                                          -         (80)
  Purchases of non-current assets                                 -         (44)
                                                         ----------   ----------
                                                                  -        (124)
Financing activities - continuing operations
  Issue of equity share capital                                   -            8
  Expenses of initial public offerings                            -         (23)
  Net (payments) receipts of borrowings                         150          (2)
  Foreign exchange effects of borrowings                          -         (90)
  Net interest (paid) received                                   10           85
                                                         ----------   ----------
                                                                160         (22)
                                                         ----------   ----------
Net (decrease) in cash, cash equivalents and
  bank overdrafts                                            £(940)     £(2,023)
Cash, cash equivalents, and bank overdrafts
  at beginning of period                                      1,159        6,205
                                                         ----------   ----------
Cash, cash equivalents, and bank overdrafts
  at end of period                                             £219       £4,173

Dietbrown plc (formerly Citel plc)
Condensed Consolidated Interim Statement of Changes in Equity
For the Six Months Ended 31 March 2008


                                                    Foreign
                        Share     Share   General   Exchange Retained     Total
                       Capital   Premium  Reserves   Reserve  Earnings    Equity
                         £000s     £000s     £000s     £000s     £000s     £000s
                     Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited

Balance 30 September      £824    £8,742   £21,284     £(91) £(24,413)    £6,346
 2006

Loss for the period          -         -         -         -   (1,406)   (1,406)
Share based payments         -         -         -         -       196       196
Foreign exchange
 differences                 -         -         -        66         -        66
                     -----------------------------------------------------------
  Subtotal - gains
   and losses                -         -         -        66   (1,210)   (1,144)
Expenses of issuing
 new shares                         (25)         2         -         -      (23)
Exercise of stock
 options                     1         7         -         -         -         8

Balance 31 March          £825    £8,724   £21,286     £(25) £(25,623)    £5,187
 2007

Loss for the period          -         -         -         -   (1,995)   (1,995)
Share based payments         -         -         -         -        26        26
Foreign exchange
 differences                 -         -         -      (29)         -      (29)
                     -----------------------------------------------------------
  Subtotal - gains
   and losses                -         -         -      (29)   (1,969)   (1,998)
Shares issued in
 debt buyout                 2        33         -         -         -        35
Exercise of stock
 options                     3         -         -         -         -         3

Balance 30 September      £830    £8,757   £21,286     £(54) £(27,592)    £3,227
 2007

Loss for the period          -         -         -         -   (2,426)   (2,426)
Share based payments         -         -         -         -        26        26
Foreign exchange
 differences                 -         -         -        67         -        67
                     -----------------------------------------------------------
  Subtotal - gains
   and losses                -         -         -        67   (2,400)   (2,333)
                     -----------------------------------------------------------

Balance 31 March          £830    £8,757   £21,286       £13 £(29,992)      £894
 2008

Dietbrown plc (formerly Citel plc)
Notes to Condensed consolidated Interim Financial Statements
For the Six Months Ended 31 March 2008

1. Basis of presentation

The accompanying condensed consolidated interim financial statements reflect a
change in the Group's fiscal year. The current fiscal year will include the 15
months ending 30 June 2008. Previously the Group's fiscal years were composed of
12 month periods ending every 31 March. The change is being made following the
changes in the Group explained in Note 2.

The comparative reporting basis for the six months ended 31 March 2008 is the
six months ended 31 March 2007, the corresponding period in the prior fiscal
year. The financial information for the six months ended 31 March 2007 has been
restated for effects of the Group's new accounting policies, which reflect the
recognition and measurement principles of International Financial Reporting
Standards (IFRS) as adopted by the EU. The new policies replaced those used in
the Group's financial statements for the fiscal year ended 31 March 2007 that
reflected United Kingdom Generally Accepted Accounting Principles (UK GAAP). The
new accounting policies and reconciling changes to IFRS from UK GAAP were
reported in the notes to condensed consolidated interim financial statements
included in the Group's interim report for the six months ended 30 September
2007.

The condensed consolidated interim financial statements do not represent full
financial statements and should be read in conjunction with the interim
financial statements issued for the six months ended 30 September 2007 and the
full financial statements issued for the year ended 31 March 2007.

Although most of the Group's trading is denominated in US dollars, which
therefore is the Group's functional currency, the Group has retained £ sterling
as its presentation currency being consistent with previous periods and the
currency of investment.

2. Sale of operating assets and discontinued operations

During January 2008 the board of directors made the decision to sell the Group's
operating assets and discontinue all operations. The decision reflected a
judgment that the Group would be unlikely to reach cash breakeven within a
reasonable period of time counting from the Group's initial public offering in
July 2006. A buyer was found, and a purchase and sale agreement was signed on 2
May 2008. The sale closed on 3 June 2008.

The sold assets include inventory, plant and equipment, and intangible assets
except goodwill. Other net assets abandoned in conjunction with the sale include
goodwill, prepayments, and provisions relating to operating activities.

A summary of the sale transaction is as follows (£000):

Estimated proceeds of sale                                      £1,304

Estimated carrying basis of sold assets plus expenses of sale
  Inventory                                                       1,688
  Plant and equipment                                                82
  Intangible assets except goodwill                                   9
  Expenses of sale                                                  108
                                                               --------
                                                                  1,887

Estimated loss on sold assets                                       583

Estimated carrying basis of net assets abandoned in
 conjunction with sale
  Goodwill                                                          740
  Prepayments                                                        87
  Provisions                                                      (106)
                                                               --------
                                                                    721
                                                               --------
Provisions for loss on sale of assets                            £1,304

Upon completion of the sale of its operating assets, the Group will commence
closing its administrative activities preparatory to liquidating all of its net
assets and distributing the residual to shareholders.

3. Income taxes

No deferred tax assets have been recorded because a profit trend was never
established in the Group.

4. Loss per Share

                                                           Six Months Six Months
                                                            to 31 Mar  to 31 Mar
                                                                 2008       2007
                                                           ---------- ----------

Loss for the period (£000)                                   £(2,426)   £(1,406)
Weighted average number of outstanding shares (000)            21,817     21,720

Basic and diluted loss per share                              (11.1p)     (6.5p)

5. Publication of non-statutory accounts

The financial information set out in this interim report does not constitute
statutory accounts as defined in section 240 of the Companies Act 1985. The
financial information presented for the six months ended 31 March 2008 and six
months ended 31 March 2007 is unaudited.


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